Loading...
01-09-17 CC Reg Mtg Agenda CITY OF SHOREWOOD 5755 COUNTRY CLUB ROAD CITY COUNCIL REGULAR MEETING COUNCIL CHAMBERS MONDAY, JANUARY 9, 2017 7:00 P.M. AGENDA 1. CONVENE CITY COUNCIL MEETING A. City Attorney Keane conducts Oath of Office and Seating of the Council a. Scott Zerby, Mayor b. Patrick Johnson, Council Member c. Kristine Sundberg, Council Member B. Roll Call Mayor Zerby___ Johnson___ Labadie___ Siakel___ Sundberg___ C. Review Agenda Attachments 2. APPROVAL OF MINUTES A. City Council Regular Meeting Minutes of December 12, 2016 Minutes 3. CONSENT AGENDA – Motion to approve items on the Consent Agenda & Adopt Resolutions Therein: A. Approval of the Verified Claims List Claims List B. Setting the 2017 City Council Regular Meeting Schedule Clerk’s memo, Resolution C. Reaffirm Travel Policy for Elected Officials Clerk’s memo D. Accept Donation for Arctic Fever Finance Director’s memo E. Approve the Hennepin County Residential Recycling Grant Agreement Clerk’s memo for 2017-2020 Resolution F. Authorize Transfer of Funds for Acquisition of Southshore Center City Attorney’s memo G. Approve Professional Services Agreement for Riviera Lane and Director of Public Works’ Shorewood Lane Feasibility Report Preparation memo, Resolution 4. MATTERS FROM THE FLOOR (No Council Action will be taken) 5. PUBLIC HEARING CITY COUNCIL REGULAR MEETING AGENDA – JANUARY 9, 2017 Page 2 6. REPORTS AND PRESENTATIONS 7. PARKS 8. PLANNING 9. ENGINEERING/PUBLIC WORKS 10. GENERAL/NEW BUSINESS A. Making Appointments to Certain Offices and Positions within the City of Clerk’s memo, Shorewood for the Year 2017 Resolution B. Annexation/Detachment Agreement for the Waters Senior Living project Administrator’s memo Location: 22920 Highway 7 and 723 Water Street Resolution C. Regulations for Residency of Convicted Sex Offenders Planning Director’s memo Draft Ordinance D. 2017 Fee Schedule Adjustments Finance Director’s memo Ordinance E. Appeal Zoning Violation Notice Planning Director’s memo Appellant: Eric Galatz on behalf of Doug and Sheila Punke Location: 20695 Radisson Road F. Appeal for Extension of Deadline to Comply with Notice to Remove Planning Director’s memo Appellant: Kurt Koerting Location: 29325 Excelsior Boulevard 11. STAFF AND COUNCIL REPORTS A. Administrator and Staff 1. Monthly Budget Report Finance Director’s memo B. Mayor and City Council 12. ADJOURN #2A CITY OF SHOREWOOD 5755 COUNTRY CLUB ROAD CITY COUNCIL REGULAR MEETING COUNCIL CHAMBERS MONDAY, DECEMBER 12, 2016 7:00 P.M. MINUTES 1. CONVENE CITY COUNCIL REGULAR MEETING Mayor Zerby called the meeting to order at 7:00 P.M. A. Roll Call Present. Mayor Zerby; Councilmembers Labadie, Siakel, Sundberg, and Woodruff; Attorney Keane; City Administrator Lerud; City Clerk Panchyshyn; Finance Director DeJong; Planning Director Nielsen; Director of Public Works Brown; and, City Engineer Hornby Absent: None. B. Review Agenda Sundberg moved, Labadie seconded, approving the agenda as presented. Motion passed 5/0. 2. APPROVAL OF MINUTES A. City Council Work Session Minutes of November 28, 2016 Siakel moved, Sundberg seconded, Approving the City Council Work Session Minutes of November 28, 2016, as presented. Motion passed 5/0. B. City Council Regular Meeting Minutes of November 28, 2016 Woodruff moved, Zerby seconded, Approving the City Council Regular Meeting Minutes of November 28, 2016, as amended in Item 8.B, Page 5, Paragraph 4, Sentence 2 change “He questioned why Council would want to taking action …” to “He questioned why Council would want to delay taking action …”. Motion passed 5/0. C. City Council Special Meeting Minutes of December 5, 2016 Sundberg moved, Labadie seconded, Approving the City Council Special Meeting Minutes of December 5, 2016, as presented. Motion passed 5/0. 3. CONSENT AGENDA Mayor Zerby reviewed the items on the Consent Agenda. Woodruff moved, Sundberg seconded, Approving the Motions Contained on the Consent Agenda and Adopting the Resolutions Therein. A. Approval of the Verified Claims List CITY OF SHOREWOOD REGULAR COUNCIL MEETING MINUTES December 12, 2016 Page 2 of 8 B. Public Works AFSCME Contract Tentative Settlement C. Approve Public Works Job Description and Authorize Internal Posting D. Authorize Expenditure of Funds for Public Works Equipment – Cab and Chassis for Utility Service Truck E. Authorize Expenditure of Funds for Public Works Equipment – Utility Service Truck Body, Crane, Compressor, Lighting and Accessories F. Adopting RESOLTUION NO. 16-091, “A Resolution Approving Change Order No. 3 for Star Lane and Star Circle Utility and Street Improvements, City Project 14-11.” G. Adopting RESOLTUION NO. 16-092, “A Resolution Accepting Improvements and Authorizing Final Payment for Star Lane and Star Circle Utility and Street Improvements, City Project 14-11.” H. Adopting RESOLTUION NO. 16-093, “A Resolution Accepting Improvements and Authorizing Final Payment for 2016 Pavement Marking Project, City Project 16-02.” I. Adopting RESOLTUION NO. 16-094, “A Resolution Accepting Improvements and Authorizing Final Payment for 2016 Guard Rail Project.” J. Financial Security Reduction Request No. 1 – Minnetonka Country Club Councilmember Sundberg stated for Item 3.C the Public Works job description she asked if it an existing position with expanded responsibilities which does not create another open position. Director Brown confirmed that. Motion passed 5/0. 4. MATTERS FROM THE FLOOR John Coverdale, 26930 Beverly Drive, noted he has lived at his home on Beverly Drive for nearly 51 years and for about 45 there has been a problem on Beverly Drive. He explained there are four traffic signs that he does not think need to be there anymore. There is a stop sign on each end of Beverly Drive and one on Cajed Lane; drivers are not bothering to stop for them. There is also a 25 miles per hour (mph) posted speed limit sign. When they metered the roadway it showed drivers were traveling 50 mph. He had been told nothing could be done about that. Two new families with young children have moved into his neighborhood. Three families with small children moved out of the area because of the traffic. He does not want more families to move out of the neighborhood. Director Brown stated if Council wants staff can assess if the signs meet warrants to be there. He then stated speed limit violators have to be addressed through enforcement. He went on to state consideration could be given to doing a speed study in the spring when traffic count tubes can be put down. He suggested asking the South Lake Minnetonka Police Department (SLMPD) to conduct a mini speed study with radar guns. CITY OF SHOREWOOD REGULAR COUNCIL MEETING MINUTES December 12, 2016 Page 3 of 8 Councilmember Woodruff stated he has a friend that lives along that street and he hears about the problem frequently. His friend told him he thought the streets are used as a cut thru from Smithtown Road on to Cathcart Drive and then on to Highway 7 during the morning and evening rush hours. Director Brown stated there is a fair share of cut thru traffic that travels on Cathcart Drive to Smithtown Road and on to Highway 7. He explained the City had done a traffic study. Some of the residents who petitioned the study were disappointed with the results because the traveled speed typically ranged from 30 – 38 mph. Councilmember Woodruff stated the fact that drivers do not stop at the stop signs does not mean they should not be there. Hopefully they manage the control of the cut thru traffic to some extent. He thought drivers go south off of Smithtown Road and on to Cajed Lane, then Beverly Drive and then on to Cathcart Drive. He cautioned against removing the stop signs. Director Brown stated at Council’s request the SLMPD has been very active in doing special enforcement along Country Club Road and Yellowstone Trail. The SLMPD could be asked to do the same thing along the roadways Mr. Coverdale spoke about. Councilmember Siakel stated it was her recollection that residents told Council that one resident was doing laps around the neighborhood. She encouraged staff to contract the SLMPD and request increased enforcement along the route Mr. Coverdale spoke about. Mayor Zerby asked staff to report back to Council about this issue. He thanked Mr. Coverdale to bringing this to Council’s attention. 5. PUBLIC HEARING 6. REPORTS AND PRESENTATIONS A. Report by Sue Davis on the January 12 – 15, 2017, Arctic Fever Event Mayor Zerby introduced Sue Davis who was present to report on the January 12 – 15, 2017, Arctic Fever Event. Ms. Davis is a founder of the event. Ms. Davis noted that this is the 11-year anniversary of the Arctic Fever event. For 2017 a fourth day has been added. She explained that on Thursday evening there will be an Art Via Vino event and it will be held at Lord Fletcher’s noting that Lord Fletcher’s has been wonderful to work with over the years. She also noted that there is a snow yoga activity scheduled for Saturday afternoon. She encouraged members of staff and Council to come to the event. She stated it was extremely cold during last year’s event yet those who regularly come to the event came to go on the dog sled rides. Ms. Davis stated some people are stealing the banners for the event. If people see a large Arctic Fever banner she asked them to let someone know. She noted the event’s brand new banner that was out near the highway was taken two years in a row. Small banners are also missing. Ms. Davis explained the funding cycle for the event is very unusual. Funds come in during the fall when event organizers ask for donations. A large amount of money comes in after the event each year and that allows the organizers to maintain a carryover fund balance to secure activities for the next year’s event. The musher that participates in the event is considered to be the best in the state and his fee is not small (he had kept his rate the same for a number of years). The sleigh ride person has been involved in the CITY OF SHOREWOOD REGULAR COUNCIL MEETING MINUTES December 12, 2016 Page 4 of 8 event since the first event and he has only raised his rate once over the 11 years. Many sponsors will donate gift cards for prizes for the Princess Brunch or the pizza party on Friday evening for the sculpture garden. The attendance at the Princess Brunch is so high that consideration is being given to funding a second doll. That activity is done in shifts. Councilmember Woodruff asked if there is a need for volunteers. Ms. Davis stated there is always a need for volunteers and noted there is a link on the City’s website to the Arctic Fever website. She noted there is a need for volunteers to work on Saturday at Freeman Park, particularly volunteers who like to work with dogs. Ms. Davis routed a copy of a financial statement for the event. In response to a comment from Mayor Zerby, Ms. Davis stated that a few weeks ago the Star Tribune published an article about a company called Relan that takes banners and billboards and recycles them into hand bags. She has brought expired banners to that company. Councilmember Labadie encouraged middle and high school students in the Minnetonka School District who are working on their presidential service award to contact their guidance counselor to find out if hours spent volunteering at the event would count toward their award. Ms. Davis noted that many presidential scholars volunteer at the Princess Brunch. 7. PARKS 8. PLANNING 9. ENGINEERING/PUBLIC WORKS 10. GENERAL/NEW BUSINESS A. Accepting the 2017 – 2021 Capital Improvement Program and 2017 Enterprise Budgets Director DeJong noted the meeting packet contains a copy of the 2017 – 2021 Capital Improvement Program (CIP) and the 2017 Enterprise Budgets. He explained Council and staff started discussing the CIP during July 2016 and the Enterprise Budgets during November 2016. No changes have been made to either since they were last discussed. He noted staff recommends approval of both. Sundberg moved, Woodruff seconded, Adopting RESOLUTION NO. 15-095, “A Resolution Adopting the 2017 – 2021 Capital Improvement Program and 2017 Enterprise Budgets” as presented. Motion passed 5/0. B. 2017 Non-Union Wage Recommendations Administrator Lerud explained that the 2017 General Fund Budget which Council adopted during the December 5, 2016, Truth-in-Taxation hearing included a 2.5 percent increase for non-union personnel and a $30 increase in the City’s contribution toward employee health insurance. The budget for union and non-union personnel increases was $60,000. The actual increases amount to $40,955 for the General Fund and $49,670 across all City funds. He recommended Council approve the 2.5 increase in salaries and the $30 increase in the contribution toward employee health insurance. CITY OF SHOREWOOD REGULAR COUNCIL MEETING MINUTES December 12, 2016 Page 5 of 8 Siakel moved, Labadie seconded, approving 2017 salary increases of 2.5 percent and a $30 increase in the City’s contribution toward employee health insurance. Motion passed 5/0. C. Annexation-Detachment Agreement for The Waters Senior Living Project Location: 22920 Highway 7 and 723 Water Street Administrator Lerud explained that during its November 28, 2016, meeting Council considered an amendment to the Shorewood Comprehensive (Comp) Plan to reflect a change in the Shorewood boundary for the 22920 State Highway 7 and 723 Water Street properties. The properties would be part of the site for The Waters Senior Living’s (The Waters) project called The Waters of Excelsior. Council directed staff to forward the amendment to the Metropolitan (Met) Council for its review. Council also considered an Annexation-Detachment Agreement (the Agreement) between Shorewood and the City of Excelsior that would detach parcels of land from Shorewood and annex them into Excelsior. Council chose not to approve the Agreement until Excelsior agreed to split future property tax proceeds such that 70 percent would go to Shorewood and 30 percent to Excelsior once the term of the Tax Increment Financing (TIF) District expires. During its December 5, 2016, meeting the Excelsior Council approved that split and the Agreement. On December 9, 2016, staff received a document showing the structure of the TIF Loan. Earlier in the day he had had a conversation with a representative from Springsted (the firm structuring the TIF loan for Excelsior). Earlier in the day he received a copy of a draft TIF Plan which Excelsior would administrator. He thought it would be in Shorewood’s best interest to have a fair evaluation of the Plan. There had not been an opportunity to do that yet. Lerud noted that earlier in the day Director Nielsen informed him that Met Council thought the Comp Plan amendment adjusting boundaries could be done as part of the other updates that have to be done in 2017. Councilmember Siakel stated she thought it would be prudent to give staff an opportunity to evaluate the TIF Plan. She noted the City had been requesting a copy of the Plan for some time. She also noted the TIF Loan structure document reflects the lending institution will charge an interest rate of 6 percent. She thought that rate was high. Administrator Lerud concurred and noted the rate for the Oppidan TIF Loan was 5.5 percent and he thought that was a little high. Jay Jensen, representing The Waters Senior Living (the applicant), explained when he prepared the TIF Loan structure document two months ago he thought there was sufficient cushion with the interest rate. Interest rates traditionally spike about 0.5 percent in December. The 10-year Treasury Bill has gone up 1.0 percent since August. The Loan would be placed with Bridgewater Bank about March. In the past The Waters Senior Living has had Springsted represent a city and review The Waters’ financial terms with the bank before anything is signed. Springsted would have to protect a city’s interest until the documents are signed. He noted that currently the interest rate is 6 percent. He also noted that it is in The Waters best interest to pay the lowest interest rate possible because The Waters has to guarantee the Loan. Mr. Jensen then explained that the Bank requires a certain amount of debt service coverage on TIF; it is approximately 15 percent. That extra 15 percent is paid the first year. The Bank then takes that and applies it to principal. That is done every year. The assumption in the structure is the taxes would go up about 3 percent annually; a combination of valuation and taxes. If that were to happen the TIF Loan would be fully amortized in about 16 years and the term of the TIF District would expire. It is planned as a 25-year TIF District. CITY OF SHOREWOOD REGULAR COUNCIL MEETING MINUTES December 12, 2016 Page 6 of 8 Councilmember Woodruff asked staff how long it would take for them to review the numbers in the TIF Plan. Administrator Lerud stated that would be done before Council’s next regular meeting (January 9, 2017). Attorney Keane explained staff suggests an independent fiscal advisor assess the TIF Plan. That consultant would have the modeling to analyze what the impact would be of various interest rates. The City has only been provided with the conclusions. It was not provided with the data needed for comparison analysis. He noted it appears the Bank will charge 4 percent origination costs. He asked if The Waters will pay those costs. Mr. Jensen explained that would be paid out of the $2.5 million TIF Loan and clarified that includes all of the costs to do the transaction including legal fees. Keane stated from his perspective that is “very rich” in today’s market. He noted that he would like to see the details that explain how the 4 percent or $100,000 in origination costs was arrived at for a $2.5 million TIF Loan. He 1 – 2 percent was more customary in the commercial loan world. Keane noted that staff, with a financial advisor’s assistance, should be able to analyze the TIF Plan over the next few weeks and have a recommendation for Council during its January 9 meeting. Mr. Jensen stated he has been told that the TIF Agreement would not occur until after the annexation and detachment is done. He asked if it would be possible to separate the TIF discussion from everything else. That would keep the annexation piece moving forward with the State of Minnesota. He would be willing to go through any detail related to TIF during Council’s January 9 meeting. He noted that he had sent the complete Excel spreadsheet for the TIF Plan to staff and staff could input various interest rates in to analyze the impact of them. Mayor Zerby stated it is difficult for Council to move forward without having a clear recommendation from staff. He noted that Shorewood is a partner in the project on a 70/30 split of property tax proceeds. He explained TIF would affect that. He noted that he wished Council could make a decision tonight so the project could keep moving forward but that would not be the responsible thing to do for Shorewood. He stated he has tried to come up with approval based on some contingencies but has been unsuccessful. He recommended continuing this to Council’s next meeting. Councilmember Sundberg stated she also supports continuing this to Council’s next meeting. Sundberg moved, Labadie seconded, continuing the consideration of the Attachment-Detachment Agreement between the City of Shorewood and the City of Excelsior to Council’s January 9, 2017, meeting. Mayor Zerby noted that the Shorewood Council was not trying to impede The Waters Senior Living’s project. He was in favor of the project and thought others on Council were as well. He clarified that Shorewood Council was not putting a new requirement in anyone’s way. Shorewood staff has been discussing the need to assess the TIF Plan for a number of months. Motion passed 5/0. 11. STAFF AND COUNCIL REPORTS A. Administrator and Staff 1. Update on City of Minnetrista Road Project CITY OF SHOREWOOD REGULAR COUNCIL MEETING MINUTES December 12, 2016 Page 7 of 8 Engineer Hornby stated the City of Minnetrista City Council did accept the feasibility report for improvements to Enchanted Lane (the portion located in Minnetrista) and Tuxedo Road. That Council set the public hearing date for January 17, 2017. The discussion that Council had was relatively positive. Other Director Brown stated a rectangular rapid flashing beacon (RRFB) at the at-grade crossing of the Lake Minnetonka Regional LRT Trail at County Road 19 is malfunctioning. It is on constant flash. Hennepin County has again been notified of a malfunction. Mayor Zerby suggested covering the RRFB until it gets fixed. Engineer Hornby noted the weather conditions have brought an almost screeching halt to construction activity. Mayor Zerby asked Engineer Hornby to update Council on Xcel Energy’s work related to the Minnetonka Country Club (MCC) development project. Hornby explained the developer wanted to bury the overhead power lines in front of the development. The developer has been working with Xcel for over one year to try and get that done. Work had been in progress on the south side of Smithtown Road but other utilities were encountered. The City approved a revised permit to allow them to go on the north side. Zerby asked if that means power poles will be removed because of the undergrounding. Hornby confirmed that would be the case up to the first residential property west of the MCC site. Zerby asked when a model house would be open in the MCC development. Director Nielsen stated staff will check on that. Councilmember Woodruff suggested that the City periodically put an update on the MCC project on the City’s website. Mayor Zerby stated he had spoken with staff about doing that. Some storm sewer work can still be done on the southern part of the MCC development because it is wet there. Director DeJong stated he is working on implementing insurance updates for the League of Minnesota Cities (LMC) insurance policies. He has also started to work on year-end activities. Director Nielsen stated the free skating rink in Freeman Park will not be in place for this upcoming season. The contractor could not do the necessary grading. The electrical work has been done. Mayor Zerby asked staff to research using synthetic materials for that rink. Nielsen stated staff will research that some more. B. Mayor and City Council Mayor Zerby noted that unless a special meeting is called this is Councilmember Woodruff’s last meeting as a member of Council. He thanked Woodruff for his ten years of service as a member of Council and his two years of service as a Planning Commissioner. He stated he thought Woodruff has been a valuable member of Council. His comments were mindful and detailed. He wished him well. Councilmember Woodruff wished Councilmember-elect Johnson well and noted that he was in the audience. He stated that he learned a lot being on Council and that he met a lot of good people. He noted that being on Council is different than being in the business world. He stated a number of tenured staff will be retiring over the next year and that should be an exciting time. He thanked people and noted it has been a good ten years. He expressed appreciation for everyone’s cooperation. CITY OF SHOREWOOD REGULAR COUNCIL MEETING MINUTES December 12, 2016 Page 8 of 8 12. ADJOURN REGULAR MEETING TO EXECUTIVE SESSION Woodruff moved, Labadie seconded, Adjourning the City Council Regular Meeting of December 12, 2016, to executive session at 7:45 P.M. It was noted that the purpose of the executive session was to discuss a personnel matter. The session was closed pursuant to Minn. Stat. 13D.05. Subd. 3. Mayor Zerby, Councilmember Labadie, Councilmember Siakel, Councilmember Sundberg, Councilmember Woodruff, Administrator Lerud, Attorney Keane, and Councilmember-elect Johnson were in attendance. Motion passed 5/0. Mayor Zerby called the executive session to order at 7:50 P.M. 13. ADJOURN EXECUTIVE SESSION TO REGULAR SESSION Woodruff moved, Labadie seconded, Adjourning the City Council Executive Session of December 12, 2016, at 8:46 P.M. Motion passed 5/0. Mayor Zerby called the regular meeting back to order at 8:47 P.M. Woodruff moved, Siakel seconded, Adjourning the City Council Regular Meeting of December 12, 2016, at 8:47 P.M. RESPECTFULLY SUBMITTED, Christine Freeman, Recorder Scott Zerby, Mayor ATTEST: Jean Panchyshyn, City Clerk #3A MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Verified Claims Meeting Date: January 9, 2017 Prepared by: Michelle Nguyen, Senior Accountant Bruce DeJong, Finance Director Attachments: Claims lists Policy Consideration: Should the attached claims against the City of Shorewood be paid? Background: Claims for council authorization. 63209 - 63247 & ACH  2016 Items 136,833.72 63248 - 63271 & ACH  2016 Items 254,320.76 63272 - 63299 & ACH  2017 Items 488,785.20 Total Claims $879,939.68 We have also included a payroll summary for the payroll period ending December 11 & 25, 2016. Financial or Budget Considerations: These expenditures are reasonable and necessary to provide services to our residents an budgeted and available for these purposes. Options: The City Council is may accept the staff recommendation to pay these claims or may r expenditure it deems not in the best interest of the city. Recommendation / Action Requested: Staff recommends approval of the claims list as presented. Next Steps and Timelines: Checks will be distributed following approval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`K7;FA;=6: B/!*$>"*C$.&"*B/!*$>"*C$.*#1/D"/!B/!*$>"*C$ !" 678:A87:6;K;KK$3*11'$B&!*$<$H?$668:;86;<678:986;6:6<K7<@=A:<::::$7@E=; >!?$H"C"`K7;FA;=6:$J"&)$$7@E=; >!?H"C"`K7AK:6F;A B/!*$>"*C$.&"*B/!*$>"*C$.*#1/D"/!B/!*$>"*C$ !" 6787:87:6;+ESE$H?#<H"&"*C*!"$!$6787:87:6;6:6<6F<@=A:<::::$@K7E66 6787:87:6;%ETE$G)54$H?<H"&"*C*!"$!$6787:87:6;6:6<=7<@=A:<::::$=6E6K 6787:87:6;%ETE$H"1**"$B/4,"#$H?<H"&"*$!$6787:87:6;6:6<=7<@=FF<::::$6MAA:EF@ 6787:87:6;%&1-#<H"&"*C*!"$!$6787:87:6;6:6<K7<@=A:<::::$6=FE9A 6787:87:6;C*#( 1'$H?$<H"&"*C*!"$!$6787:87:6;;:6<::<@=F@<::::$@6@EF: 6787:87:6;G )5*1$G1/54*$H?$<H"&"*C*!"$$!$6787:87:6;;:6<::<@=F;<::::$AA6EF= 6787:87:6;HEPE$1*&$H?$<H"&"*C*!"$!$$6787:87:6;;:6<::<@=FA<::::$7MK;6E7: 6787:87:6;H"1**"$B/4,"#$<H"&"*C*!"$!$6787:87:6;;66<::<@=A:<::::$@=9EF: >!?$H"C"`K7AK:6F;A$J"&)$$;M9FFEF6 >!?H"C"`K7A9769KK B/!*$>"*C$.&"*B/!*$>"*C$.*#1/D"/!B/!*$>"*C$ !" 6787687:6;K9=K$+ !"1'$+) ($L5$<$$H?<6686986;<6787:86;7:6<::<@=A:<::::$9@AEA7 >!?$H"C"`K7A9769KK$J"&)$$9@AEA7 >!?H"C"`K7AAA:=9K B/!*$>"*C$.&"*B/!*$>"*C$.*#1/D"/!B/!*$>"*C$ !" 6787787:6;7@7K=$HC/","I!$L5$<$H?<6686F86;<6787:86;;:6<::<@=FK<::::$=AAE96 >!?$H"C"`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`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a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aLG-TIUH<HKK489:-KN2$9!-+C?4O-H$@=A&!-V@A C,,,P/E(*C<#;%-K%@%#5$.-?99%CR*//R/C,.K_9-(()++)(E.(+)+()(E-(C(D('(+)/()+'(EE((.''.P/+(.''''?99%-b-CR*//R/C,.''''( 489:-M5%@A!-(C(D(' >$&5 !/C/>HKK4LX-IG4489:-KN2$9!-/'?4O-H$@=A&!-V@A ER+(R48A5 #$@%5 -Q#%-('*D*P(+)/()+'(EE'(.''.P++(.'''' 489:-M5%@A!-('*D*P >$&5 !/CR>LZ?JHU-V<HHM-KZKMH0K-IG4489:-KN2$9!-/(?4O-H$@=A&!-M 2 REC+C/R'/E*+4A5#$1-F@%-.-(+)+P)(E-(XC,'D+*(+)/()+'(E('(./+.P+(+.'''' 489:-M5%@A!-(XC,'D+* >$&5 !E,*TIF0HU-4LGKMU4MILG489:-KN2$9!-/+?4O-H$@=A&!-V@A P+(RK@$#%@ 3-KW -U7@# -+R*D''(+)/()+'(EE((.''.PP''.'''' ">b+.".'+C+*.(E"D>Db+."5 c9%-b'+C+*.(E.-T@% -0@#$-H`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b*+RCC/C*/*,''-452$%3-U&-(C-.-(()+()(E.(+)+E)(E-/,D(*(+)/()+'(E('(./+.P/CC.'''' K%6%b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`'''/RP@X#&-a-L@$93-b$$489:-JM2$9!-(S?4N-H$@=A&!-O@A Q;2$&-489:-((*C,,'()'R)+'(,D((.''.+'('.'''' Q;2$&-489:-R/CD('()'R)+'(,D+(.''.+'('.'''' Q;2$&-489:-R/CD+'()'R)+'(,DS(.''.+'('.'''' 489:-G5%@A!-+(*C'' >$&5 !+R(bKH<-\HQJGILT489:-JM2$9!-(R?4N-H$@=A&!-O@A +'(,.? 9%#9OX+'(,.? 9%#9-OX -HX$%-(V++*C'''()'*)+'(,('(.*S.RRR(.'''' 489:-G5%@A!-(V++*C'' >$&5 !(S<H?TH-KO-0ILLHJKG?--4IGIHJ-ILJQ?L4H-GQJG-]''R/^489:-JM2$9!-(*?4N-H$@=A&!-O@A SSRE+U5 : W-4567$@%#5$.+'(,-*+V(S,C'''()'*)+'(,,''.''.+(,,.'''' ?".45672% -489:-" 55;-<#%-=3->$&5 -]'()'*)+'(,-.--+!'/-"0^"@1-+  !"#$% &#'"(!)*! +, -*./0,#*$&/*#+""*$%-,1#(2#3#(#"# 489:-G5%@A!-*+V(S,C'' >$&5 !+DSb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b@$.+'(,-R+RCEE'()'*)+'(,('(.(S.R+'E.'''' ,D''EL_A%% -JX9.b@$.+'(,-RR'C'*'()'*)+'(,('(.(S.RR''.'''' ,D''EL_A%% -JX9.b@$.+'(,-((,CRR'()'*)+'(,('(.(S.RR''.'''' 489:-G5%@A!-/E+CS, >$&5 !D'+ 0ILLHJKG?-?JJK4I?GIKL-KO-JHLIKQ-JHQ>I4HJ489:-JM2$9!-++?4N-H$@=A&!-O@A +'(,.P2+'(,-P2-+*C'''()'*)+'(,('(.*S.RRSS.'''' 489:-G5%@A!-+*C'' >$&5 !B`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b@$.+'(,.KBH05$%8A3.K7 @%#$1-B2&1%-Hc7-/EV(+*C'''()'*)+'(,('(.+(.RR''.'''' 489:-G5%@A!-(*(V*,DC,* >$&5 !SDDBQ4H-JG?Q\489:-JM2$9!-+/?4N-H$@=A&!-O@A +'(,.45@%-T@ +'(,.45@%-T@ -(+*C'''()'/)+'(,('(.S+.R+R*.'''' 489:-G5%@A!-(+*C'' >$&5 !S,E\HLLHGN-a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b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ity of Shorewood Council Meeting Item Special Meeting Title / Subject: Setting the Year 2017 Regular City Council meeting schedule Meeting Date: January 9, 2017 Prepared by: Jean Panchyshyn, City Clerk. Reviewed by: Greg Lerud, City Administrator Attachments: Resolution Background: This is a routine organizational item which requires that Council adopt a resolution setting the Year 2017 City Council meeting schedule for the 2nd and 4t" Mondays of each month. Should a meeting fall on a holiday, Council should give sufficient notice as to the alternate meeting date. There are no holidays in 2017 that fall on the 2nd or 4th Monday of the month. Recommendation / Action Requested: Adopt the Resolution as provided, Setting the Year 2017 Regular City Council meeting schedule for the 2nd and 4th Mondays of each month. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 1 1 ' "§ 0 RESOLUTION NO. 17 -001 A RESOLUTION SETTING THE 2017 REGULAR COUNCIL MEETING SCHEDULE FOR THE CITY OF SHOREWOOD WHEREAS, Minnesota Statutes require that Council must keep a schedule of its regular meetings on file at its primary office; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood as follows: For the Year 2017, the Regular City Council meetings will be scheduled on the 2nd and 4th Mondays of each month and shall be held in the Council Chamber of the Shorewood City Hall, 5755 Country Club Road, Shorewood; MN. Should a Regular City Council meeting fall on a holiday, Council will give sufficient notice as to the alternate date for the meeting. ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD this 9th day of January, 2017. Scott Zerby, Mayor ATTEST: Jean Panchyshyn, City Clerk #3C MEETING TYPE City of Shorewood Council Meeting Item Special Meeting Title / Subject: Out of State Travel Policy for Council Meeting Date: January 9, 2017 Prepared by: Jean Panchyshyn, City Clerk Reviewed by: Greg Lerud, City Administrator Attachments: Resolution 06 -004 Background: In 2005 the Legislature acted to require that beginning in 2006, the governing body of each local government must have a policy that controls travel outside of Minnesota for the applicable elected officials. The policy must be voted on for initial adoption, and then reviewed annually. The policy must specify: 1) when travel outside the state is appropriate 2) applicable expense limits, and 3) procedures for approval of the travel Council adopted Resolution 06 -004 (attached) stating its policy in 2006. It was developed on the basis that at least within recent history, members of Shorewood City Council have hardly ever traveled outside of Minnesota on City business or for training and development opportunities for their roles as council members. The City Council has neither encouraged nor discouraged out -of -state travel related to City business for its members. Annual budgets for the City Council have included funds under "travel, conferences, and schools" so that all council members may attend functions and conferences throughout Minnesota. Recommendation / Action Requested: Review of the attached Travel Policy. No action is required unless the City Council makes amendments to the policy. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 CITY OF SHOREWOOD RESOLUTION NO. 06 - 004 A RESOLUTION ESTABLISHING A POLICY FOR OUT- OF-STATE TRAVEL BY MEMBERS OF THE CITY COUNCIL WHEREAS, an Act by the Minnesota Legislature in 2005 imposes an obligation on cities to establish an official travel policy for elected officials; and WHEREAS, the policy must address: (1) when travel outside the state is appropriate; (2) applicable expense limits; and (3) procedures for approval of the travel; and further must be reviewed and voted upon annually by the City Council; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood that the following policy for out -of -state travel for members of the City Council is hereby established: Pur osse: The City of Shorewood recognizes that its elected officials may at times receive value from traveling out of the state for workshops, conferences, events, and other assignments. This policy sets forth the conditions under which out -of -state travel will be reimbursed by the City. General Guidelines: 1. The event, workshop, conference, or assignment must be approved in advance by the City Council at an open meeting and must include an estimate of the cost of the travel. In evaluating the out -o£- -state travel request, the Council will consider the following: • Whether the elected official will be receiving training on issues relevant to the City or to his or her role as the mayor or council member. • Whether the elected official will be meeting and working with other elected officials from around the country to exchange ideas on topics of relevance to the City or on the official roles of local elected officials. • Whether the elected official will be viewing a facility or function that is similar in nature to one that is currently operating at, or under consideration by, the City where the purpose for the trip is to study the facility or function to bring back ideas for the consideration of the full Council. + Whether the elected official has been specifically assigned by the Council to visit another city for the purpose of establishing a goodwill relationship, such as a "sister city" relationship. • Whether the elected official has been specifically assigned by the Council to testify on behalf of the City at the United States Congress or otherwise to meet with federal officials on behalf of the City. • Whether the City has sufficient funding available in the budget to pay the cost of the trip. 2. No reimbursements will be made for attendance at events sponsored by or affiliated with political parties. 3. The City may make payments in advance for airfare, lodging, and registration if specifically approved by the Council. Otherwise, all payments will be made as reimbursements to the elected official. 4. The City will reimburse for transportation, lodging, meals, registration, and incidental costs as follows: a) Airfare will be reimbursed at the coach rate. b) Mileage will be reimbursed at the IRS rate. If two or more council members travel by car, only the driver will receive reimbursement. The City will reimburse for the cost of renting an automobile if necessary to conduct City business. c) Lodging and meal costs are limited to those which are reasonable and necessary. d) Receipts are required for lodging, airfare, parking, and meals and should accompany an expense report form. It is not necessary to have receipts for public transportation, cabs and tips. The expense report shall be submitted to the City Clerk or Finance Department for payment. e) The City will not reimburse for alcoholic beverages, personal telephone calls, costs associated with the attendance of a family member, rental of luxury vehicles, meal expenses included in the cost of registration, or recreational expenses such as golf or tennis. 5. Exceptions to this policy can be made by majority vote of the City Council. 6. This policy shall be reviewed by the City Council at its first meeting in January of each year, and amendments to the policy must be made by Resolution of the City Council. ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHORE W OD this 9"' day of January, 2006. Attest: Woody Love, Mayor #3D MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Accept Donation for Arctic Fever Meeting Date: January 9, 2017 Prepared by: Bruce DeJong, Finance Director Policy Consideration: All donations to the City of Shorewood must be accepted by the City Council. Background: Bolton and Menk has given a $500 donation for the Arctic Fever event. The contribution is voluntary in nature. Financial or Budget Considerations: This donation will help to cover expenses of the 2017 Arctic Fever event being held January 12-15, 2017. Options:  Accept the Donation, or  Reject the Donation Recommendation / Action Requested: Staff recommends that the donation be accepted, and a thank you note will be mailed to Bolton and Menk. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 #3E MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Residential Recycling Grant Agreement Meeting Date: January 9, 2017 Prepared by: Jean Panchyshyn, City Clerk Reviewed by: Greg Lerud, City Administrator and Julie Moore, Recycling Coordinator Attachments: Resolution; Hennepin County Residential Recycling Grant Agreement; Attachment A – Hennepin County Residential Recycling Funding Policy Background: The attached Hennepin County Residential Recycling Grant Agreement, Contract No. A166425, renews our agreement with Hennepin County through December 31, 2020. The biggest change to this agreement from past agreements includes the collection of Organics, as Hennepin County Commissioner Jan Callison had noted in her October 24, 2016, report to Council. Attachment A is the Hennepin County Residential Recycling Funding Policy. With this change, the County adopted changes to the recycling funding policy to allocate more money to cities for organics recycling programs. The new funding policy will continue to fund city recycling programs, but will gradually shift more funds to support organics recycling. Recycling grant projections for Shorewood are: YEAR Projected Recycling Grant* 2017 $22,990 2018 $20,116 2019 $17,243 2020 $14,369 *Subject to change based on state funding and the number of households in each city. Cities with households participating in Organics recycling are eligible for additional funding. The application for organics funds will be issued in August 2017. Recycling and Organics grant funds are based on the formulas outlined in the attached Funding Policy. Currently, there is one vendor in Shorewood that offers Organics collection, Randy’s Sanitation. As of this date, neither the State nor County requires refuse haulers to offer Organics collection. Recycling Coordinator Julie Moore is currently working with Randy’s Sanitation on promoting organics collection in order to increase resident participation. Financial or Budget Considerations: The city will receive the grant funds upon completion of the required reports. Recommendation / Action Requested: Adoption of the Resolution approving the Residential Recycling Grant Agreement with Hennepin County. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 CITY OF SHOREWOOD RESOLUTION NO. 17-____ A RESOLUTION CONFIRMING APPROVAL OF THE RESIDENTIAL RECYCLING GRANT AGREEMENT WITH HENNEPIN COUNTY CONTRACT NO: A166425 WHEREAS , pursuant to Minnesota Statutes, Chapter 115A.552, Counties shall ensure that residents have an opportunity to recycle; and WHEREAS, Hennepin County Ordinance 13 requires that each city implement and maintain a recycling program; and WHEREAS, the Hennepin County Board adopted a resolution to amend the Hennepin County Residential Recycling Funding policy to incorporate requirements to expend additional SCORE funds on organics recycling, and WHEREAS , the Residential Recycling Grant Agreement (Contract No: A166425) outlines the Recycling and Organics funding formula for the contract period January 1, 2017 to December 31, 2020; and WHEREAS, in order to receive grant funds, the City must sign the agreement; and WHEREAS, the City wishes to receive these grant funds each year. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shorewood that the City Council accepts the agreement as proposed. BE IT FURTHER RESOLVED, that the City Council authorizes the Mayor, City Administrator or his designee to execute such Residential Recycling Grant Agreement with the County. ADOPTED BY THE CITY COUNCILOF THE CITY OF SHOREWOOD this 9th day of January, 2017. ____________________________ Scott Zerby, Mayor ATTEST: ______________________________ Jean Panchyshyn, City Clerk Hennepin Hennepin County Public Works CITY OF SHOREWOOD Environment and Energy Department 612- 348 -3777, Phone 701 Fourth Avenue South, Suite 700 612 - 348 -8532, Fax Minneapolis, MN 55415 -1842 www.hennepin.us /environment December 15, 2016 CITY OF SHOREWOOD Ms. Julie Moore 5755 Country Club Road Shorewood, MN 55331 -8827 RE: Residential Recycling Grant Agreement Dear Ms. Moore: The county's residential recycling grant agreement with Shorewood expires at the end of this year. A new agreement through 2020 is enclosed. Information on the next steps is provided below. Background Organic waste, including food and compostable paper, makes up about one - quarter of residential trash. Recognizing that organics recycling is the greatest opportunity to reduce our trash, the board adopted changes to the Hennepin County Residential Recycling Funding Policy to allocate more money to cities for organics recycling programs. The new funding policy will continue to fund city recycling programs, but will gradually shift more funds to support organics recycling. In 2017, 20 percent of funding will be allocated to organics recycling programs. By 2020, half of the funding will be dedicated to supporting organics recycling. Recycling grant projections for Shorewood are provided on the next page. Next Steps Two grant agreements and the new funding policy (Attachment A) are enclosed with this letter. Please complete the following steps: • Have both contracts signed by an authorized official and mail them both to me • Provide a resolution that confirms the city's approval of the agreement and confirms the signatory's delegation of authority When I receive both signed contracts and the authorizing resolution, I will forward them to county administration and the county board for final signatures. One of the contracts will be mailed to you. An Equal Opportunity Employer Recycled Paper Projected Recycling Grants for Shorewood Year Projected Recycling Grant* 2017 $22,990 2018 $20,116 2019 $17,243 2020 $14,369 * Subject to change based on state funding and the number of households in each city Cities with households participating in organics recycling are eligible for additional funding. I will initiate the application for organics funds in August 2017. If you have any questions or comments, please contact me by email at ben.knudson @hennepin.us or by phone at 612 -596 -1176. Sincerely, Ben Knudson Waste Reduction and Recycling Enclosures — 3 An Equal Opportunity Employer Recycled Paper Contract No: A166425 RESIDENTIAL RECYCLING GRANT AGREEMENT This Agreement is between the COUNTY OF HENNEPIN, STATE OF MINNESOTA, A -2300 Government Center, Minneapolis, Minnesota 55487 ( "COUNTY "), on behalf of the Hennepin County Environment and Energy Department, 701 Fourth Avenue South, Minneapolis, Minnesota 55415 -1600 ( "DEPARTMENT ") and the CITY OF SHOREWOOD, 5755 Country Club Road, Shorewood, Minnesota 55331 -8827 ( "CITY "). The parties agree as follows: TERM AND COST OF THE AGREEMENT This Agreement shall commence upon execution and expire on December 31, 2020, unless cancelled or terminated earlier in accordance with the provisions herein. Annual grant payments shall be calculated as set forth in Section 3. 2. SERVICES TO BE PROVIDED The CITY shall apply for annual grant funds and operate its Recycling Program as more fully described in Attachment A, the Residential Recycling Funding Policy. ALLOCATION OF FUNDS The COUNTY will distribute to Hennepin County municipalities 100% of SCORE funds that the COUNTY receives from the state. SCORE funds will be dedicated to two different purposes: 1) curbside recycling and 2) curbside organics recycling. SCORE funds are based on revenue received by the State of Minnesota from the solid waste management (SWM) tax on garbage services. SCORE funds are subject to change based on the SWM tax revenue received by the state and funds allocated by the legislature. Funds distributed to municipalities for the current calendar year will be based on SCORE funds received by the COUNTY in the state's corresponding fiscal year. Rec�g The following formula will be utilized to determine a CITY'S recycling SCORE grant each year. Percent of SCORE funds allocated to curbside recycling: 2017 80% 2018 70% 2019 60% 2020 50% CITY recycling grant calculation: Number of households with curbside recycling in city --- x Total number of households with curbside recycling in county Total SCORE funds available = for recycling Recycling grant amount available to the city Eligible residential households are defined as single family through eight -plex residential buildings or other residential buildings where each housing unit sets out its own recycling container for curbside collection. The number of eligible households will be determined by counting the number of eligible households on January 1 of each funding year. The CITY will report the number in its application for funding. The COUNTY will make two equal payments to the CITY. One payment will be made after the COUNTY receives the application, which consists of the web -based report and the planning document. A second payment will be made after basic program requirements, education and outreach requirements, and recycling performance have been confirmed and approved. If the CITY meets the COUNTY requirements, both payments will be made during the same calendar year. Funding will be withheld until the CITY meets the requirements of the Residential Recycling Funding Policy. Organics The following formula will be utilized to determine a CITY'S organics recycling SCORE grant each year. Percent of SCORE funds allocated to curbside organics recycling: 2017 20% 2018 30% 2019 40% 2020 50% CITY organics recycling grant calculation: Number of households with curbside organics in city Total number of households with curbside organics in county Total SCORE x funds available for organics iq Organics grant amount available to the city If the formula above results in the CITY receiving a grant where the dollar amount per participating household is greater than $25 per year, then a cap will apply. The funding cap per participating household is $25 per year. The most the COUNTY will grant a CITY is $25 per participating household per year. If funds are left over because of the cap, those funds will carry over into the following year's SCORE funds. Eligible residential households are defined as single family through eight -plex residential buildings or other residential buildings where the household is signed up for organics service and the household sets out its own container with organics for curbside collection. The number of eligible households will be determined by counting the number of eligible households on September 1 of each funding year. The CITY will report the number in the application for funding. The COUNTY will make one organics grant payment to the CITY each year. The payment will be made after the COUNTY receives the application and confirms that the CITY meets the requirements of the Residential Recycling Funding Policy. 4. PROFESSIONAL CREDENTIALS INTENTIONALLY OMITTED INDEPENDENT CITY CITY shall select the means, method, and manner of performing the services. Nothing is intended nor should be construed as creating or establishing the relationship of a partnership or a joint venture between the parties or as constituting CITY as the agent, representative, or employee of COUNTY for any purpose. CITY is and shall remain an independent contractor for all services performed under this Agreement. CITY shall secure at its own expense all personnel required in performing services under this Agreement. CITY's personnel and /or subcontractors engaged to perform any work or services required by this Agreement will have no contractual relationship with COUNTY and will not be considered employees of COUNTY. COUNTY shall not be responsible for any claims that arise out of employment or alleged employment under the Minnesota Unemployment Insurance Law or Minnesota Statutes, chapter 176 (which may be referred to as the "Workers' Compensation Act "), on behalf of any personnel, including, without limitation, claims of discrimination against CITY, its officers, agents, contractors, or employees. Such personnel or other persons shall neither accrue nor be entitled to any compensation, rights, or benefits of any kind from COUNTY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, workers' compensation, unemployment compensation, disability, severance pay, and retirement benefits. 3 6. INDEMNIFICATION CITY shall defend, indemnify, and hold harmless COUNTY, its present and former officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses; costs, or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission of CITY, a subcontractor, anyone directly or indirectly employed by them, and /or anyone for whose acts and /or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of CITY to perform any obligation under this Agreement. For clarification and not limitation, this obligation to defend, indemnify and hold harmless includes but is not limited to any liability, claims or actions resulting directly or indirectly from alleged infringement of any copyright or any property right of another, the employment or alleged employment of CITY personnel, the unlawful disclosure and /or use of protected data, or other noncompliance with the requirements of the provisions set forth herein. 7. INSURANCE A. With respect to the services provided pursuant to this Agreement, CITY shall at all times during the term of this Agreement and beyond such term when so required have and keep in force the following minimum insurance coverages or CITY's actual insurance limits for primary coverage and excess liability or umbrella policy limits, whichever is greater: Limits Commercial General Liability on an occurrence basis with contractual liability coverage: General Aggregate $2,000,000 Products — Completed Operations Aggregate 2,000,000 Personal and Advertising Injury 1,500,000 Each Occurrence— Combined Bodily Injury and Property Damage 1,500,000 2. Workers' Compensation and Employer's Liability: Workers' Compensation Statutory Employer's Liability. Bodily injury by: Accident. —Each Accident 500,000 Disease — Policy Limit 500,000 Disease —Each Employee 500,000 0 3. Professional Liability —Per Claim 1,500,000 Aggregate 2,000,000 The professional liability insurance must be maintained continuously for a period of two years after the expiration, cancellation or termination of this Agreement. B. An umbrella or excess policy is an acceptable method to provide the required commercial general insurance coverage. The above establishes minimum insurance requirements. It is the sole responsibility of CITY to determine the need for and to procure additional insurance which may be needed in connection with this Agreement. Upon written request, CITY shall promptly submit copies of insurance policies to COUNTY. CITY shall not commence work until it has obtained required insurance and filed with COUNTY a properly executed Certificate of Insurance establishing compliance. The certificate(s) must name Hennepin County as the certificate holder, and as an additional insured for the commercial general liability coverage required herein. A self - insured retention (SIR) applicable to the commercial liability coverage is not acceptable, unless expressly agreed to in writing by COUNTY. If the certificate form contains a certificate holder notification provision, the certificate shall state that the insurer will endeavor to mail to COUNTY thirty (30) day prior written notice in the event of cancellationAermination of any described policies. If CITY receives notice of cancellation/termination from an insurer, CITY shall fax or email a copy of the notice to COUNTY within two business days. CITY shall furnish to COUNTY updated certificates during the term of this Agreement as insurance policies expire. If CITY fails to furnish proof of insurance coverages, COUNTY may withhold payments and /or pursue any other right or remedy allowed under contract, law, equity, and /or statute. CITY waives all rights against COUNTY, its officials, officers, agents, volunteers, and employees for recovery of damages to the extent that damages are covered by insurance of CITY. DUTY TO NOTIFY CITY shall promptly notify COUNTY of any claim, action, cause of action or litigation brought against CITY, its employees, officers, agents or subcontractors, which arises out of the services described in this Agreement. CITY shall also notify COUNTY whenever CITY has a reasonable basis for believing that CITY and /or its employees, officers, agents or subcontractors, and /or COUNTY, might become the subject of a claim, action, cause of action, administrative action, 5 criminal arrest, criminal charge or litigation arising out of and /or related to the services described in this Agreement. 1I I CITY, its officers, agents, owners, partners, employees, volunteers and subCITYs shall, to the extent applicable, abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13 (MGDPA) and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality, which may include the Health Insurance Portability and Accountability Act of 1996 (HIPAA). For clarification and not limitation, COUNTY hereby notifies CITY that the requirements of Minnesota Statutes section 13.05, subd. 11, apply to this Agreement. CITY shall promptly notify COUNTY if CITY becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA or other data or privacy laws. Classification of data as trade secret data will be determined pursuant to applicable law and, accordingly, merely labeling data as "trade secret" does not necessarily make the data protected as such under any applicable law. 10. RECORDS — AVAILABILITY /ACCESS Subject to the requirements of Minnesota Statutes section 16C.05, subd. 5, COUNTY, the State Auditor, or any of their authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of CITY and involve transactions relating to this Agreement. CITY shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its expiration, cancellation or termination. 11. SUCCESSORS SUBCONTRACTING AND ASSIGNMENTS A. CITY binds itself, its partners, successors, assigns and legal representatives to COUNTY for all covenants, agreements and obligations herein. B. CITY shall not assign, transfer or pledge this Agreement and /or the services to be performed, whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of COUNTY. A consent to assign shall be subject to such conditions and provisions as COUNTY may deem necessary, accomplished by execution of a form prepared by COUNTY and signed by CITY, the assignee and COUNTY. Permission to assign, however, shall under no circumstances relieve CITY of its liabilities and obligations under the Agreement. C. CITY shall not subcontract this Agreement and /or the services to be performed, whether in whole or in part, without the prior written consent of COUNTY. Permission to subcontract, however, shall under no circumstances relieve CITY of 6 its liabilities and obligations under the Agreement. Further, CITY shall be fully responsible for the acts, omissions, and failure of its subcontractors in the performance of the specified contractual services, and of person(s) directly or indirectly employed by subcontractors. Contracts between CITY and each subcontractor shall require that the subcontractor's services be performed in accordance with this Agreement. CITY shall make contracts between CITY and subcontractors available upon request. For clarification and not limitation of Section 15E, none of the following constitutes assent by COUNTY to a contract between CITY and a subcontractor, or a waiver or release by COUNTY of CITY's full compliance with the requirements of this Section: (1) COUNTY's request or lack of request for contracts between CITY and subcontractors; (2) COUNTY's review, extent of review or lack of review of any such contracts; or (3) COUNTY's statements or actions or omissions regarding such contracts. D. As required by Minnesota Statutes section 471.425, subd. 4a, CONTRACTOR shall pay any subcontractor within ten (10) days of CONTRACTOR's receipt of payment from COUNTY for undisputed services provided by the subcontractor, and CONTRACTOR shall comply with all other provisions of that statute. 12. MERGER MODIFICATION AND SEVERABILITY A. The entire Agreement between the parties is contained herein and supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. B. Any alterations, variations or modifications of the provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. Except as expressly provided, the substantive legal terms contained in this Agreement including but not limited to Indemnification, Insurance, Merger, Modification and Severability, Default and Cancellation/Termination or Minnesota Law Governs may not be altered, varied, modified or waived by any change order, implementation plan, scope of work, development specification or other development process or document. C. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 13. DEFAULT AND CANCELLATION /TERMINATION A. If CITY fails to perform any of the provisions of this Agreement, fails to administer the work so as to endanger the performance of the Agreement or otherwise breaches or fails to comply with any of the terms of this Agreement, it 0 shall be in default. Unless CITY's default is excused in writing by COUNTY, COUNTY may upon written notice immediately cancel or terminate this Agreement in its entirety. Additionally, failure to comply with the terms of this Agreement shall be just cause for COUNTY to delay payment until CITY's compliance. In the event of a decision to withhold payment, COUNTY shall furnish prior written notice to CITY. B. For purposes of this subsection, "Data" means any data or information, and any copies thereof, created by CITY or acquired by CONTACTOR from or through COUNTY pursuant to this Agreement, including but not limited to handwriting, typewriting, printing, photocopying, photographing, facsimile transmitting, and every other means of recording any form of communication or representation, including electronic media, email, letters, works, pictures; drawings, sounds, videos, or symbols, or combinations thereof. Upon expiration, cancellation or termination of this Agreement: 1. At the discretion of COUNTY and as specified in writing by the Contract Administrator, CITY shall deliver to the Contract Administrator all Data so specified by COUNTY. 2. COUNTY shall have full ownership and control of all such Data. If COUNTY permits CITY to retain copies of the Data, CITY shall not, without the prior written consent of COUNTY or unless required by law, use any of the Data for any purpose or in any manner whatsoever; shall not assign, license, loan, sell, copyright, patent and /or transfer any or all of such Data; and shall not do anything which in the opinion of COUNTY would affect COUNTY's ownership and /or control of such Data. 3. Except to the extent required by law or as agreed to by COUNTY, CITY shall not retain any Data that are confidential, protected, privileged, not public, nonpublic, or private, as those classifications are determined pursuant to applicable law. C. Notwithstanding any provision of this Agreement to the contrary, CITY shall remain liable to COUNTY for damages sustained by COUNTY by virtue of any breach of this Agreement by CITY. Upon notice to CITY of the claimed breach and the amount of the claimed damage, COUNTY may withhold any payments to CITY for the purpose of set -off until such time as the exact amount of damages due COUNTY from CITY is determined. Following notice from COUNTY of the claimed breach and damage, CITY and COUNTY shall attempt to resolve the dispute in good faith. D. The above remedies shall be in addition to any other right or remedy available to COUNTY under this Agreement, law, statute, rule, and /or equity. K E. COUNTY's failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. F. This Agreement may be canceled /terminated with or without cause by either party upon thirty (30) day written notice. G. If this Agreement expires or is cancelled or terminated, with or without cause, by either party, at any time, CITY shall not be entitled to any payment, fees or other monies except for payments duly invoiced for then - delivered and accepted deliverables /milestones pursuant to this Agreement. In the event CITY has performed work toward a deliverable that COUNTY has not accepted at the time of expiration, cancellation or termination, CITY shall not be entitled to any payment for said work including but not limited to incurred costs of performance, termination expenses, profit on the work performed, other costs founded on termination for convenience theories or any other payments, fees, costs or expenses not expressly set forth in this Agreement. H. Upon written notice, COUNTY may immediately suspend or cancel /terminate this Agreement in the event any of the following occur: (i) COUNTY does not obtain anticipated funding from an outside source for this project; (ii) funding for this project from an outside source is withdrawn, frozen, shut down, is otherwise made unavailable or COUNTY loses the outside funding for any other reason; or (iii) COUNTY determines, in its sole discretion, that funding is, or has become, insufficient. COUNTY is not obligated to pay for any services that are provided or costs or expenses or obligations incurred or encumbered after the notice and effective date of the suspension or cancellation/termination. In the event COUNTY suspends, cancels or terminates this Agreement pursuant to this paragraph, COUNTY shall pay any amount due and payable prior to the notice of suspension or cancellation/termination except that COUNTY shall not be obligated to pay any amount as or for penalties, early termination fees, charges, time and materials for services not then performed, costs, expenses or profits on work done. I. CITY has an affirmative obligation, upon written notice by COUNTY that this Agreement may be suspended or cancelled /terminated, to follow reasonable directions by COUNTY, or absent directions by COUNTY, to exercise a fiduciary obligation to COUNTY, before incurring or making further costs, expenses, obligations or encumbrances arising out of or related to this Agreement. 14. SURVIVAL OF PROVISIONS Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement do survive such term, cancellation or termination. Such E provisions include but are not limited to: SERVICES TO BE PROVIDED (as to ownership of property); INDEPENDENT CITY; INDEMNIFICATION; INSURANCE; DUTY TO NOTIFY; DATA; RECORDS- AVAILABILITY /ACCESS; DEFAULT AND CANCELLATION /TERMINATION; MEDIA OUTREACH; and MINNESOTA LAW GOVERNS. 15. CONTRACT ADMINISTRATION In order to coordinate the services of CITY with the activities of the Environment and Energy Department so as to accomplish the purposes of this Agreement, Ben Knudson, Waste Reduction and Recycling Specialist, or his successor, shall manage this Agreement on behalf of COUNTY and serve as liaison between COUNTY and CITY. 16. COMPLIANCE AND NON - DEBARMENT CERTIFICATION A. CITY shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances currently in force or later enacted. B. CITY shall comply with all applicable conditions of the COUNTY grant. 17. PAPER RECYCLING COUNTY encourages CITY to develop and implement an office paper and newsprint recycling program. 18. NOTICES Unless the parties otherwise agree in writing, any notice or demand which must be given or made by a party under this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to COUNTY shall be sent to the County Administrator with a copy to the originating COUNTY department at the address given in the opening paragraph of this Agreement. Notice to CITY shall be sent to the address stated in the opening paragraph of this Agreement or to the address stated in CITY's Form W -9 provided to COUNTY. 19. CONFLICT OF INTEREST CITY affirms that to the best of CITY's knowledge, CITY's involvement in this Agreement does not result in a conflict of interest with any party or entity which may be affected by the terms of this Agreement. Should any conflict or potential conflict of interest become known to CITY, CITY shall immediately notify COUNTY of the conflict or potential conflict, specifying the part of this Agreement giving rise to the conflict or potential conflict, and advise COUNTY whether CITY will or will not resign from the other engagement or representation. Unless waived by COUNTY, a conflict or potential conflict may, in COUNTY's discretion, be cause for cancellation or termination of this Agreement. 10 20. MEDIA OUTREACH CITY shall notify COUNTY, prior to publication, release or occurrence of any Outreach (as defined below). The parties shall coordinate to produce collaborative and mutually acceptable Outreach. For clarification and not limitation, all Outreach shall be approved by COUNTY, by and through the Public Relations Officer or his /her designee(s), prior to publication or release. As used herein, the term "Outreach" shall mean all media, social media, news releases, external facing communications, advertising, marketing, promotions, client lists, civic /community events or opportunities and /or other forms of outreach created by, or on behalf of, CITY (i) that reference or otherwise use the term "Hennepin County," or any derivative thereof; or (ii) that directly or indirectly relate to, reference or concern the County of Hennepin, this Agreement, the services performed hereunder or COUNTY personnel, including but not limited to COUNTY employees and elected officials. 21. MINNESOTA LAWS GOVERN The laws of the state of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County of Hennepin, state of Minnesota. Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the state of Minnesota. 22. COOPERATIVE PURCHASING At the time of this Agreement: (1) Hennepin County is a signature party to the Joint Powers Purchasing Agreement (Agreement No. A131396) (the "JPA "); (2) the Minnesota Counties of Anoka, Carver, Dakota, Olmsted, Ramsey, Scott and Washington are signatories to the JPA ( "Cooperative Members "); (3) if agreed upon pursuant to a separate agreement between CITY and any Cooperative Member, the JPA allows a Cooperative Member, subject to the terms of the JPA, to purchase the same or substantially similar services based upon terms that are the same or substantially similar to those set forth in this Agreement including but not limited to price /cost; and (4) COUNTY shall have no obligation, liability or responsibility for any order or purchase made under the contract between a Cooperative Member and CITY. THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK I Reviewed by the County Attorney's COUNTY OF HENNEPIN Office STATE OF MINNESOTA Assistant County Attorney Date: Recommended for Approval By: Acting Director, Environment and Energy Department Date: By: Chair of Its County Board ATTEST: Deputy /Clerk of County Board Date: By: _ County Administrator Date: By: Assistant County Administrator - Public Works Date: MUNICIPALITY CITY warrants that the person who executed this Agreement is authorized to do so on behalf of CITY as required by applicable articles, bylaws, resolutions or ordinances.* Printed Name: Signed: Title: Date: *CITY shall submit applicable documentation (articles, bylaws, resolutions or ordinances) that confirms the signatory's delegation of authority. This documentation shall be submitted at the time CITY returns the Agreement to the COUNTY. Documentation is not required for a sole proprietorship. 12 Hennepin County Residential Recycling Funding Policy January 1, 2017 — December 31, 2020 Board Adopted: November 29, 2026 -'' Public Works Environment and Energy Department I. Policy Description A. Background The Hennepin County Board of Commissioners has determined that curbside collection of recyclables and organics from Hennepin County residents is an effective strategy to reduce reliance on landfills, prevent pollution, conserve natural resources and energy, improve public health, support the economy, and reduce greenhouse gases. Therefore, the county adopted the goals established in State Statute and by the Minnesota Pollution Control Agency (MPCA) in its Metropolitan Solid Waste Management Policy Plan and developed a Residential Recycling Funding Policy to help reach a 75% recycling rate by 2030. The county will distribute all Select Committee on Recycling and the Environment (SCORE) funds received from the state to cities for curbside collection of residential recyclables and organics. If cities form a joint powers organization responsible for managing a comprehensive recycling and waste education system for the residents of those cities, the county will distribute recycling and organics grants to that organization. Cities are expected to fulfill the conditions of the policy. B. Term of the Policy Hennepin County is committed to implement this policy and continue distributing all SCORE funds received from the state for the purpose of funding curbside residential recycling and organics programs from January 1, 2017 through December 31, 2020. The county may revise this policy if it determines changes are needed to assure compliance with state law and MPCA goals established for metropolitan counties. In the event that SCORE funds are eliminated from the state budget or significantly reduced, the county will consult with municipalities at that time and develop a subsequent recommendation to the board on continuation of this policy and future funding of curbside recycling and organics programs. C. Grant Agreements Each municipality seeking funding under the terms of the Residential Recycling Funding Policy must enter into a recycling grant agreement with the county for a term concurrent with the expiration of this policy, December 31, 2020. The grant agreement must be accompanied by a resolution authorizing the city to enter into such an agreement. D. Fund Distribution The county will distribute to Hennepin County municipalities 100% of SCORE funds that the county receives from the state. SCORE funds will be dedicated to two different purposes: 1) curbside recycling and 2) curbside organics recycling. SCORE funds are based on revenue received by the State of Minnesota from the solid waste management (SWM) tax on garbage services. SCORE funds are subject to change based on the SWM tax revenue received by the state and funds allocated by the legislature. Funds distributed to municipalities for the current calendar year will be based on SCORE funds received by the county in the state's corresponding fiscal year. II. Recycling A. Allocation of Funds The following formula will be utilized to determine a city's recycling SCORE grant each year. Percent of SCORE funds allocated to curbside recycling: 2017 80% 2018 70% 2019 60% 2020 50% City recycling grant calculation: Number of households with curbside recycling in city Total number of households with curbside recycling in county Total SCORE x Funds available for recycling Recycling grant amount available to the city Eligible residential households are defined as single family through eight -plex residential buildings or other residential buildings where each housing unit sets out its own recycling container for curbside collection. The number of eligible households will be determined by counting the number of eligible households on January 1 of each funding year. The city will report the number in its application for funding. Each municipality must complete an annual grant application by February 15 to receive funding for that year. The application consists of a web -based report and a planning document provided by the county. The web -based report asks for contract, program, tonnage, and financial information. The participation rate for the curbside recycling program must also be included in the web -based report. The municipality must calculate its participation rate during the month of October. The methodology for measuring participation must be provided to the county upon request. The planning document asks for a description of activities the city will implement to increase recycling and make progress toward county objectives. C. Use of Funds The following requirements apply to the use of recycling funds: I. All grant funds accepted from the county must be used for waste reduction and recycling capital and operating expenses in the year granted. The county will not reimburse any funds in excess of actual expenses. 2. A municipality orjoint powers organization may not charge its residents through property tax, utility fees, or any other method for the portion of its recycling program costs that are funded by county grant funds. 3. Municipalities must establish a separate accounting mechanism, such as a project number, activity number, or fund that will separate recycling revenues and expenditures from other municipal activities, including solid waste and yard waste activities. 4. Recycling and waste reduction activities, revenues, and expenditures are subject to audit. 5. Municipalities that do not contract for curbside recycling services will receive grant funds provided that at least 90% of the grant funds are credited back to residents and the city meets all minimum program requirements. The additional 10% may be used for municipal administrative and promotional expenses. D. City Requirements 1. Materials Accepted At a minimum, the following materials must be collected curbside: • Metal food and beverage cans; • Glass food and beverage containers; • Cardboard boxes; • Newspaper and inserts; • Mail, office and school papers; • Cereal, cracker, pasta, cake mix, shoe, gift, and electronics boxes; • Boxes from toothpaste, medications and other toiletries; • Magazines and catalogs; • Aseptic and gable- topped containers; and • Plastic bottles and containers, #1— Polyethylene Terephthalate (PET, PETE), #2 High Density Polyethylene (HDPE), #4 — Low Density Polyethylene (LDPE) and #5 — Polypropylene (PP) plastic bottles, except those that previously contained hazardous materials or motor oil. The county may add materials to this list and require municipalities to begin collection within one year of receiving notification from the county. Municipalities will notify the county if materials not found on this list will be collected. 2. Education and Outreach The partnership between the county and municipalities has been highly effective in educating residents and motivating behavior change. In order to continue this partnership and increase these efforts, program activities of municipalities must be coordinated with county and regional efforts. Municipalities must adhere to the following requirements: a. Use county terminology when describing recycling guidelines, including the description of materials accepted and not accepted, preparation guidelines, and promotional materials; b. Use images provided by the county or the Solid Waste Management Coordinating Board (SWMCB) if using images of recyclables; c. Provide recycling information on the city's website, including materials accepted and not accepted, a recycling calendar, and links to county resources; Mail a recycling guide to residents each year using a template developed jointly with the county. The county will design and print the guide. If a municipality does not use the template produced by the county, the municipality may develop its own guide at the municipality's expense, but it must be approved by the county. If the municipality relies on the hauler to provide the recycling guide, this guide requires approval by the county. e. Complete two educational activities from a menu of options developed by the county. 4 Any print material that communicates residential recycling guidelines that were not provided by the county template will require county approval. This does not apply to waste reduction and reuse, articles on recycling that do not include guidelines, or social media posts. The county will respond within five business days to any communication piece submitted. 3. Recycling Performance On an annual basis, municipal recycling programs must demonstrate that a reasonable effort has been made to maintain and increase the pounds of recyclables per household collected from their residential recycling programs. If a municipality does not demonstrate measureable progress, a recycling improvement plan must be submitted by the municipality within 90 days of being notified by the county. The recycling improvement plan must be negotiated with the county and specify the efforts that will be undertaken by the municipality to improve its recycling program to yield the results necessary to achieve county objectives. In cooperation with the county, the municipality may be required to participate in waste and recycling sorts to identify recovery levels of various recyclables in its community. Based on the results of the study, the county and municipality will collaborate to increase the recovery of select recyclable materials being discarded in significant quantities. E. Grant Payments The county will make two equal payments to the municipality. One payment will be made after the county receives the application, which consists of the web -based report and the planning document. A second payment will be made after basic program requirements, education and outreach requirements, and recycling performance have been confirmed and approved. If the municipality meets the county requirements, both payments will be made during the same calendar year. Funding will be withheld until the municipality meets the requirements of this policy. III. Organics Recycling A. Allocation of Funds The following formula will be utilized to determine a city's organics recycling SCORE grant each yea r: 0 Percent of SCORE funds allocated to curbside organics recycling: 2017 20% 2018 30% 2019 40% 2020 50% City organics recycling grant calculation: Number of households with curbside organics in city --------------------------- - - - - -- x Total number of households with curbside organics in county Total SCORE funds available for organics Organics grant amount available to the city If the formula above results in cities receiving grants where the dollar amount per participating household is greater than $25 per year, then a cap will apply. The funding cap per participating household is $25 per year. The most the county will grant a city is $25 per participating household per year. If funds are left over because of the cap, those funds will carry over into the following year's SCORE funds. Eligible residential households are defined as single family through eight -plex residential buildings or other residential buildings where the household is signed up for organics service and the household sets out its own container with organics for curbside collection. The number of eligible households will be determined by counting the number of eligible households on September 1 of each funding year. The city will report the number in the application for funding. B. Application for Funds Each municipality must complete an annual application provided by the county by September 1 to receive funding. As a part of the application, a city must submit the number of households signed up for and receiving curbside organics service. C. Use of Funds The grant funds may be used for program expenses, including the following: • Discount to new customers • Discount to existing customers • Referral incentives • City contract costs C. • Education and outreach • Compostable bags • Kitchen containers • Carts Program administration is not an eligible expense. Yard waste expenses are not eligible. If organics are co- .collected with other waste, the organics expenses must be tracked separately. If a city passes funds through to a hauler, 100% of those funds must be credited to residents' bills. In addition, the following requirements apply: • All grant funds must be used during the term of the agreement. Funds not spent must be returned to the county. • Funds must be expended on eligible activities per Minnesota State Statute 115A.557. • A municipality orjoint powers organization may not charge its residents through property tax, utility fees, or any other method for the portion of its organics program costs that are funded by county grant funds. • Municipalities must account for organics expenditures separately upon request by the county. Expenditures are subject to audit. D. Education and Outreach Requirements The partnership between the county and municipalities has been highly effective in educating residents and motivating behavior change. In order to continue this partnership and increase these efforts, program activities of municipalities must be coordinated with county and regional efforts. The following requirements apply: 1. Use county terminology when describing organics recycling guidelines, including the description of materials accepted and not accepted, preparation guidelines, and promotional materials; 2. Use images provided by the county or the SWMCB if using images of organic materials; Provide organics recycling information on the city's website, including material accepted and not accepted, service options, and links to county resources; 4. Work with the county to develop promotional resources to increase participation. N } E. Reporting A report on the city's organics program must be submitted electronically to the county by February 15 following each year. The report must include, but is not limited to, the following: Basic Program Information • Hauler(s) • Collection method • Where organics were delivered to and processed • Is service opt -in or opt -out • Cost of service to residents; contract cost for city • How the service was billed • Items included in service, such as curbside collection, cart, compostable bags, etc. Results • Tons • Number of households signed up • Average pounds per household per year • Participation (set -out rate on pickup day) • Program costs • How funds were used F. Grant Payment The county will make one organics grant payment to a municipality each year. The payment will be made after the county receives the application and confirms that the municipality meets the requirements of this policy. 9 #3F MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Southshore Center Meeting Date: January 9, 2017 Prepared by: Tim Keane, City Attorney and Greg Lerud, City Administrator Reviewed by: Attachments: Policy Consideration: Should the City of Shorewood acquire by purchase the undivided interest in real estate of the Southshore Center? Background: After many years of unsuccessful negotiations, in September 2015 the City of Shorewood commenced an action in district court requesting the partition of the interest in the real estate of the Southshore Center. The District Court issued an order on May 3, 2016, granting the defending four cities their request for a summary judgment that the Shorewood partition request was the equivalent of the exercise of Option A under the terms of the 1996 Cooperative Agreement. The city has exhausted its appeals and must now comply with the court order to acquire the interests of the four cities for the stipulated amount of $311,000. Financial or Budget Considerations: These expenditures are reasonable and necessary to comply with the court order of May 3, 2016. Options: If the city does not proceed with the purchase at this time, the City Council may expose the city to charges for fees, judgment interest, and additional defense costs. Recommendation / Action Requested: Staff recommends approval of the transfer of funds in the amount of $311,000 and authorize purchase of the residual interest in the Southshore Center from the cities of Deephaven, Excelsior, Greenwood and Tonka Bay. Next Steps and Timelines: Staff will proceed to close on the purchase of the Southshore Center. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 #3G MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Resolution Ordering Preparation of Feasibility Report – Riviera Lane and Shorewood Lane Street and Utility Improvement Project, City Project 17-04 Meeting Date: January 9, 2017 Prepared by: Larry Brown, Director of Public Works Reviewed by: Attachments: Professional Services Proposal – WSB, resolution, Project Location Map Policy Consideration: Should the City initiate preliminary design work and approve a professional services proposal for reconstruction of Riviera Lane and Shorewood Lane? Background: The proposed improvement project is to include the reconstruction of Riviera Lane from Yellowstone Trail to the cul-de-sac and Shorewood Lane from Smithtown Road to the cul-de-sac. The proposed improvements include bituminous pavement, grading, curb and gutter, storm sewer, rehabilitation of the sanitary sewer, and extension of watermain as part of the City’s 2017 Capital Improvement Plan. The extension of watermain is proposed as part of the project, and by City policy, the portion of the improvements that may be assessed under Minnesota Statutes, Chapter 429. Since the watermain is proposed in the improvement project, Chapter 429 requires the City pass a resolution ordering the preparation of the feasibility report. The professional services proposal from WSB includes the following tasks: Project management and coordination  Topographic Survey and review of existing conditions  Preliminary design of watermain extensions, drainage systems, roadways, and sanitary sewer  rehabilitation Preparation of a feasibility report in accordance with Minnesota Statutes Chapter 429  Schedule and hold informational meetings for residents that benefit from the improvements  Prepare notices and attend public hearing in accordance with Minnesota Statutes 429 (if  necessary) Geotechnical Review and evaluation (AET direct contract with City, but included in estimated  fees) Sanitary sewer televising  WSB proposes professional services to prepare the preliminary design and feasibility report on a cost reimbursable basis estimated to be $33,100. The proposal for professional services is enclosed for Council information. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 The Resolution Ordering Preparation of Feasibility Report meeting Minnesota Statutes, Chapter 429, is enclosed for Council consideration of approval. Recommendation / Action Requested: Staff recommends approval of the Resolution Ordering Preparation of Feasibility Report in compliance with Minnesota Statutes, Chapter 429, for the proposed Riviera Lane and Shorewood Lane Street and Utility Improvement Project, City Project 17-04. Next Steps and Timelines: Staff will contact residents that will benefit from the improvements and hold a public informational meeting for the project. These meetings are held to notify residents of the project, provide them preliminary information of the proposed improvements, receive feedback for City use, and for preliminary design. The feasibility report will be presented to the Council for acceptance and setting the public hearing on the improvement at future meetings. 477 Temperance Street|St. Paul, MN 55101|(651)286-8450 January 5, 2017 Honorable Mayor and City Council City of Shorewood 5755 Country Club Road Shorewood, MN 55331 Re: Professional Services Proposal Feasibility Report and Preliminary Design Services - Riviera Lane and Shorewood Lane Street and Utility Improvement Project City Project No. 17-04 WSB Project 2925-240 Dear Honorable Mayor and Council Members: WSB & Associates, Inc. is pleased to provide you with our proposal for the preparation of a Feasibility Report and Preliminary Design for the Riviera Lane and Shorewood Lane Street and Utility Improvement Project. The proposed improvements are for the reconstruction of Riviera Lane from Yellowstone Rd to Cul-de-sac, and Shorewood Lane from Smithtown Road to Cul-de-sac in accordance with the Citys 2017 Capital Improvement Plan and Pavement Management Plan. Project Understanding The condition of the street along Riviera Lane and Shorewood Lan the City has requested a review of reconstruction options for bo along this corridor. To complete this task, the City has requested a proposal to assist in reviewing the condition of both the street and utility systems. We anticipate the following scope items for the preliminary design include the following items. Proposed Services Our proposed services include preparing a feasibility report, completing a topographic survey,and providing the appropriate level of preliminary design services t reconstruction options. Feasibility Report: Review the existing conditions of the street pavements, underlying soil con drainage characteristics. Review opportunities to improve area drainage. Prepare a detailed preliminary opinion of potential constructionh contingencies but excluding costs of acquisition of land due to the variability in land costs Building a legacy –legacy. your Equal Opportunity Employer | wsbeng.com K:\02925-240\Admin\Docs\Riviera Ln and Shorewood Ln\Feasiblity and Prelim Design -Riviera Ln, Shorewood Ln.docx Riviera Laneand Shorewood Lane Streetand UtilityImprovement Project–FeasibilityReport January 5, 2017 Page 2 Identify potential for funding sources. Identify owners of parcels along the proposed improvement corridmay be impacted by construction. Identify potential need for the acquisition of permanent and temporary easement. Identify the necessary permitting agencies and requirements. Prepare preliminary project schedule. Prepare a Feasibility Report depicting the improvement corridor proposed improvements, funding requirements and resources, figures depict feasibility statements regarding the improvements. Review the determination of the necessity, feasibility, and cost-effectiveness of the project. Preliminary Design: Complete a topographic survey to identify surficial information/landmarks, existing gra property corners/lines, public/private utility locations. This not constitute an official boundary survey. Provide a preliminary horizontal and vertical alignment for the street reconstruction includi preliminary earthwork calculations. Provide preliminary horizontal and vertical alignments for proposed sanitary sewer, watermain, and storm sewer improvements only as needed. Coordinate location of private utility company facilities within the improvem coordination will include performing a utility design locate req location for existing utilities. Prepare preliminary layout and design based upon public comments, City staff review and engineering judgment for discussion with the Council. Prelimina representation of horizontal and vertical alignments with potent and potential construction conflicts. Make minor revisions based upon Council direction. Conduct a feasibility level drainage design. Public Involvement and Project Management: Project management and coordination/meetings with City staff and Attendance of two public information meetings with residents to discuss the project and r comments regarding the design approach and proposed design. The informational meeting before beginning preliminary design and on Report presentation to the Council. Attend one Public Hearing and provide a brief presentation on th Proposed Fee We are proposing to complete the work on a cost-reimbursable basis in accordance with our current fee schedule. Estimated fees for: Preliminary Design/Feasibility Report Preparation $21,847 Geotechnical Report $ 4,800 Topographic Survey $ 3,772 Sanitary Sewer Televising $ 2,700 Total Fee In the Amount of $33,119 Thank you for this opportunity to provide professional consultinShorewood. If this proposal is acceptable, please execute the signature block below proceed. K:\02925-240\Admin\Docs\Riviera Ln and Shorewood Ln\Feasiblity and Prelim Design -Riviera Ln, Shorewood Ln.docx Riviera Laneand Shorewood Lane Streetand UtilityImprovement Project–FeasibilityReport January 5, 2017 Page 3 Please do not hesitate to contact me at 651-286-8468 if you have any questions. Sincerely, WSB & Associates, Inc. Nick Guilliams, P.E. Paul Hornby, P.E. Project Manager City Engineer PROPOSAL FOR: Feasibility Report and Preliminary Design Services  Riviera Lane and Shorewood Lane Street and Utility Improvement Project. ACCEPTED BY: City of Shorewood, MN Name Title Date K:\02925-240\Admin\Docs\Riviera Ln and Shorewood Ln\Feasiblity and Prelim Design -Riviera Ln, Shorewood Ln.docx CITY OF SHOREWOOD RESOLUTION NO. 17 -___ A RESOLUTION ORDERING PREPARATION OF FEASIBILITY REPORT FOR THE RIVIERA LANE AND SHOREWOOD LANE STREET AND UTILITY IMPROVEMENT PROJECT CITY PROJECT 17-04 WHEREAS , the City of Shorewood proposes to improve Riviera Lane from Yellowstone Trail to the cul-de-sac and Shorewood Lane from Smithtown Road to the cul-de-sac; and WHEREAS, the proposed improvements include reconstruction of the street, construction of storm sewer, sanitary sewer rehabilitation, and extension of watermain within Riviera Lane and Shorewood Lane, and WHEREAS, the City of Shorewood proposes to assess benefitted property for the cost of the watermain extension portion of the improvement project, pursuant to Minnesota Statutes, Chapter 429, and, NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shorewood as follows: That the proposed Riviera Lane and Shorewood Lane Street and Utility Improvement Project, City Project No. 17-04 be referred to the City Engineer for study and that the City Engineer is instructed to report to the council with all convenient speed advising the council in a preliminary way as to whether the proposed improvement is necessary, cost- effective, and feasible; whether it should best be made as proposed or in connection with some other improvement; the estimated cost of the improvement as recommended; and a description of the methodology used to calculate individual assessments for affected parcels. ADOPTED BY THE CITY COUNCILOF THE CITY OF SHOREWOOD this 9th day of January, 2017. Scott Zerby, Mayor ATTEST: Jean Panchyshyn, City Clerk #10A MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Making Appointments to Certain Offices and Positions within the City of Shorewood for the Year 2017 Meeting Date: January 9, 2017 Prepared by: Greg Lerud, City Administrator Reviewed by: Jean Panchyshyn, City Clerk Attachments: Attachment 1 – 2016 Appointments Attachment 2 - Draft Resolution for 2017 Appointments Background: State Statute requires the city council must take certain action at its first annual meeting of the year. This includes designation of the official newspaper and electing an acting mayor. State Statute also provides that council should also act on or review other items at least annually, including assign committee duties to members. Attachment 1, Resolution 16-003, shows the appointments the City Council made in 2016. Council will need to determine the 2017 appointments. Attachment 2, a draft resolution with appointment suggestions, is provided for council’s consideration. Council Action: A Draft Resolution 17-____ is provided for Council to identify Year 2017 appointments. CITY OF SHOREWOOD RESOLUTION NO. 16 -003 A RESOLUTION MAKING APPOINTMENTS TO CERTAIN OFFICES AND POSITIONS WITHIN THE CITY OF SHOREWOOD FOR THE YEAR 201.6 WHEREAS, it has been the policy of the Shorewood City Council to make annual appointments to fill certain offices and positions within the City government at the beginning of each year; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood as follows: 1. That the following persons are appointed to the following offices and positions: a. Acting Mayor: Debbie Siakel Council Representatives to: b. Park Commission Liaison: January — June 2016: Jennifer Labadie July — December 2016: Dick Woodruff C. Planning Commission Liaison: January — June 2016: Kristine Sundberg July — December 2016: Debbie Slakel d. Metro Cities (AMM) & League of MN Cities (LMC): Dick Woodruff e. Alternate AMM & LMC: City Administrator f. Lake Minnetonka Communications Commission: Scott Zerbv g. Alternate Lake Minnetonka Communications Commission: Debbie Siakel h. Minnetonka Family Collaborative Council: Jennifer Labadie i. Coordinating Committee South Lake Minnetonka Police Department: Mayor j. Alternate to Mayor on Coordinating Committee South Lake Minnetonka Police Department: Jennifer Labadie k. Excelsior Fire District Board Member: Debbie Siakel 1. Alternate Excelsior Fire District Board Member: Kristine Sundberg m. Investment Committee: None n. Personnel Committee: Debbie Siakel and Dick Woodruff o. Weed Inspector: Mayor p. Assistant Weed Inspector: Joe Lu o� wski Attachment 1 2. That the following other appointments are made: a. City Attorney: Timothy J. Keane, Kutak Rock LLP b. City Prosecutor: Ken Potts C. Emergency Preparedness Director: per Police Board decision 3. Official Depositories: Beacon Bank, 4M Fund & other Depositories as necessary 4. Official Newspaper: Sun Sailor. Notices may also be published in the Laker. 5. That the Blanket Bond (Official Bonds) is approved. That such appointments shall take effect on the date hereof and shall continue for the remainder of the year or until such time as a successor is appointed by the City Council, ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD this 1 lth day of January, 2016, ATTEST: Je n Panchyshyn, City Cljk- Se Ze by ayor DRAFT CITY OF SHOREWOOD RESOLUTION NO. 17-______ A RESOLUTION MAKING APPOINTMENTS TO CERTAIN OFFICES AND POSITIONS WITHIN THE CITY OF SHOREWOOD FOR THE YEAR 2017 WHEREAS , it has been the policy of the Shorewood City Council to make annual appointments to fill certain offices and positions within the City government at the beginning of each year; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood as follows: 1.That the following persons are appointed to the following offices and positions: a.Acting Mayor: Debbie Siakel Council Representatives to: b.Park Commission Liaison: January – June 2017: Jennifer Labadie July – December 2017: Patrick Johnson c.Planning Commission Liaison: January – June 2017: Kristine Sundberg July – December 2017: Debbie Siakel d.Metro Cities (AMM) & League of MN Cities (LMC): _____________ e.Alternate AMM & LMC: City Administrator f.Lake Minnetonka Communications Commission: Scott Zerby g.Alternate Lake Minnetonka Communications Commission: Debbie Siakel h.Minnetonka Family Collaborative Council: Jennifer Labadie i.Coordinating Committee South Lake Minnetonka Police Department: Mayor j.Alternate to Mayor on Coordinating Committee South Lake Minnetonka Police Department: Jennifer Labadie k.Excelsior Fire District Board Member: Kris Sundberg l.Alternate Excelsior Fire District Board Member: Patrick Johnson m.Investment Committee: None n.Personnel Committee: Debbie Siakel and Kristine Sundberg o.Weed Inspector: Mayor p.Assistant Weed Inspector: Joe Lugowski ATTACHMENT 2 2.That the following other appointments are made: a.City Attorney: Timothy J. Keane,Kutak Rock LLP b.City Prosecutor: Ken Potts c.Emergency Preparedness Director: per Police Board decision 3.Official Depositories: Beacon Bank, 4M Fund & other Depositories as necessary 4.Official Newspaper: Sun Sailor. Notices may also be published in the Laker. 5.That the Blanket Bond (Official Bonds) is approved. That such appointments shall take effect on the date hereof and shall continue for the remainder of the year or until such time as a successor is appointed by the City Council. ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD this 9th day of January, 2017. ____________________________ Scott Zerby, Mayor ATTEST: ________________________________ Jean Panchyshyn, City Clerk #10B MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Waters Project Meeting Date: January 9, 2017 Prepared by: Greg Lerud Reviewed by: Brad Nielsen Attachments: Letter from David Drown Detachment-Attachment agreement Resolution No. 17 – Background: Following the last meeting, I asked David Drown to review the TIF agreement and other information provided by Excelsior and the Developer. Drown’s comment letter is attached. Please note on the second page of his review letter he discusses the possibility of other, more efficient finance methods. I do not know if these have been considered by the Excelsior City Council. Planning Director Nielsen said the proposed detachment is acceptable to them and requires no further action at this time. When the comprehensive plan is updated this year, that map change will be reflected in that update. Options: There are three options available to the council: 1.Reject the Resolution 2.Accept the Resolution w/ no conditions 3.Accept the Resolution w/conditions Recommendation / Action Requested: I recommend approval of two items: First, the Detachment- Attachment agreement as presented. Second, the Resolution as presented, with the proviso that the Council urges strong consideration by Excelsior of alternative methods to finance this project as a way to get the development back on the tax rolls as soon as possible while providing financing at the levels previously considered by the Excelsior City Council and the developer. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 Minneapolis Office: DDA 5029 Upton Avenue South Minneapolis, MN 55410-2244 David Drown Associates, Inc. (612)920-3320xtn 101|fax (612)605-2375 Public Finance Advisors www.daviddrown.com December 29, 2016 Greg Lerud, City Administrator City of Shorewood 5755 Country Club Road Shorewood, MN 55331-8926 RE:Waters TIF Proposal DearGreg: You have asked me to review information regarding the use of TIF for a proposed 108unit apartment project to be constructed on a 3-parcel site that spans the boundary between the cities of Shorewood and Excelsior. The proposed annexation agreement between the two cities provides for the entire site to be annexed into the City of Excelsior, with 70% of future city property taxes paid to Shorewood perpetually. These payments would start only after a $2.5 million TIF subsidy to the project was retired. This means Shorewood has an interest in assuring the TIF District duration is as short as possible. The TIF Plan. The plan is straightforward and appears to comply in all respectswith the requirements of State TIF law. The budget is ample –well in excess of the proposed $2.5 million subsidy to the Water’s project –and providesfor “pooling”of up to 25% of TIFrevenue for expenses outside of the TIF District. This allows Excelsior somelimited flexibility to undertakeother projects with TIF revenues, which may be a concern to Shorewood. Theplan envisions assistance to be provided to the Developer on a pay-as-you-go basis, but preserves the city’s right to use other funding techniques including G.O. and revenue bonds. The Numbers The Developer’s proforma financial projections seem realistic. They use aconservative2-3year lease-up period,show comfortable debt service coverage and produce sufficientreturns on equity investmentfor the deal to be feasible.That said,I have not seen sufficient project data for me toexpress an opinion on the reasonableness ofthe amountof TIF assistance proposed. I would expect Excelsior is motivated to exercise reasonable restraint in negotiatingassistance levels. Assuming a $18.9 million assessed value, the project is calculatedto generate about $230,000 in annual TIF revenue which grows at a 3% annual rate. (There are some flaws in the calculations,but they are goodenough for discussionpurposes.) Under theirassumptions, a$2.5 million TIF Note with 6% interest will be paid off in 16 years. This repayment term is fairly sensitive to changes in assumptions. Reducing inflation from 3% to 1% extends the Note repayment term to 20 years. Reducing the starting assessed value by 20% extends the Note repayment term to 20 years. Combiningboth changes extends theNote repayment term to 25years. Unless there are other stabilizing features built into the agreement with the Developer (I have not yet seen a copy of this agreement) it is certainlypossible that the TIF District could be outstanding for as long as the 26 year statutory duration of the TIF District. The Pay-as-you-go Note The proposed assistance to the Developer will be in the form of a $2.5 million Note issued to the Developer and/or his bank. The Note includes a $100,000 origination feepaid to the bankandpays6% fixed interest for the term of the deal. The expected repayment term is 16 years. This is not a particularly efficient funding technique. By consideringother debt alternatives that eliminatean origination fee and carry a lower interest rate,this debt could probably be retired 3 to 4 years more quickly producing several hundred thousand dollars in additional tax revenue for both cities. Overall,the transaction looks reasonable and beneficial for the City of Shorewood. I would make sure that the final documents do not allow TIF revenues to be used for other projects in Excelsior; and I would certainly investigate other debt options that could pay off TIF obligations more quickly that the current proposal. Let me know if I can be of further assistance. Have a happy new year! Sincerely David P. Drown, President David Drown Associates, Inc. david@daviddrown.com ANNEXATION-DETACHMENT AGREEMENT This Annexation-Detachment Agreement (“Agreement”) is entered into this ____ day of ___________________________, 2017 between the City of Excelsior (“Excelsior”) and the City of Shorewood (“Shorewood”). WHEREAS, Excelsior has given PUD General and Final Plan approval to a development (the “Development”) proposed for a parcel of property located at 723 Water Street in Excelsior, PID #34-117-23-42-0045 (the “Excelsior Parcel”) and parcels of property located at 22920 Trunk Highway 7 in Shorewood, PID #s 34-117-23-42-0053 and 34-117-23-42-0067 (the “Shorewood Parcels”) (collectively the “Development Parcels”); and WHEREAS, the PUD General and Final Plan approval of the Development have been conditioned on, among other things, annexation of the Shorewood Parcels into Excelsior; and WHEREAS, Excelsior and Shorewood are entering into this Agreement to facilitate detachment of the Shorewood Parcels from Shorewood and annexation of the Shorewood Parcels into Excelsior. NOW, THEREFORE, in consideration of the mutual promises made herein, Excelsior and Shorewood agree as follows: 1. Property Description. A depiction of and legal description for the Shorewood Parcels is attached hereto as Exhibit A. 2. Agreement to Detach and Annex. Excelsior and Shorewood agree to detach the Shorewood Parcels from Shorewood and annex them into Excelsior (the “Annexation- Detachment”). To facilitate this Annexation-Detachment, Excelsior agrees to approve and execute the Resolution attached hereto as Exhibit B, and Shorewood agrees to approve and execute the Resolution attached hereto as Exhibit C. Both cities agree to authorize the City Attorney for the City of Excelsior to submit said resolutions to the Minnesota Office of Administrative Hearings – Municipal Boundary Adjustment Unit along with the appropriate application materials necessary to seek approval of Concurrent Annexation-Detachment pursuant to Minnesota Statutes section 411.061. 3. Conditions of Agreement to Detach and Annex. The agreement made in paragraph 2 above is conditioned upon the following: A. Final Approval of the Development. This Agreement is contingent upon the Development receiving PUD Final Plan approval from the Excelsior City Council. Shorewood and Excelsior shall execute this Agreement and the attached resolutions prior to Excelsior’s consideration of the Development’s PUD Final Plan application but shall not submit an application for concurrent Annexation- Detachment until the Development’s PUD Final Plan application has been approved by the Excelsior City Council. Upon such approval, Excelsior shall submit the executed versions of the resolutions attached hereto as Exhibits B and C and application for concurrent Annexation-Detachment to the Minnesota Office of Administrative Hearings (“OAH”). Shorewood agrees to support said application and cooperate in Excelsior’s efforts to obtain approval of the same by the OAH. B. Future Real Estate Tax Revenues. After the Shorewood Parcels are annexed into Excelsior, Excelsior shall share city tax revenues generated by the Development Parcels with Shorewood as follows: i. Prior to Redevelopment. Excelsior shall pay Shorewood 19.68% of the city share of the real estate taxes paid by the Development Parcels beginning in 2017. This percentage is based upon the current assessed values of the Development Parcels (the Shorewood Parcels are currently assessed at $489,000 and the Excelsior Parcel is assessed at $1,996,000). ii. Post-Redevelopment. Subject to the provisions of paragraph 3.B.iii. below, beginning the calendar year after the Development is completed (as evidenced by the issuance by Excelsior of a Certificate of Occupancy), Excelsior shall pay Shorewood 70% of the city share of the real estate taxes generated by the Development Parcels. This percentage reflects the percentage of the post-construction value the county assessor anticipates will be located on the Shorewood Parcels after the Development is completed. iii. Tax Increment Financing. Excelsior has received a request for Tax Increment Financing (“TIF”) for the Development. In the event it approves the request, Excelsior’s obligation to make payments to Shorewood under paragraph 3.B.ii. above shall be postponed until the TIF District expires or is terminated. During the term of any TIF District approved by Excelsior for the Development, Excelsior shall pay Shorewood 19.68% of the city share of the real estate taxes paid on the base value (i.e., the pre-redevelopment value of the parcels -- $2,485,000) of the Development Parcels. Excelsior shall be responsible for all approval and administration of any TIF District for the Development. iv. Timing. All payments Excelsior is obligated to make under this paragraph 3.B shall be made within 20 days after Excelsior receives real estate tax payments from Hennepin County. C. Other Payments to Shorewood. In addition to the payments provided for in paragraph 3.B. above, Shorewood shall receive: 2 i. Park Dedication Fees. Excelsior agrees to pay Shorewood $18,850 to compensate for the park dedication fees it would have received from the Developer in conjunction with approval of the Development. Excelsior shall make such payment within thirty (30) days of receiving park dedication fees from the Developer. ii. Administrative Fees. Excelsior agrees that Shorewood may have up to $10,000 in administrative expenses (including attorneys fees) reimbursed by the Developer. Such reimbursement shall be limited to expenses actually incurred as a result of activities related to the Development and shall be documented by invoices submitted by Shorewood to Excelsior. Excelsior shall include a requirement in its Development Agreement that such properly documented costs shall be reimbursed by the Developer. D. No Other Future Obligations. The payment obligations in paragraph 3.B. and 3.C. above constitute the complete obligation of Excelsior to Shorewood in conjunction with the Annexation-Detachment of the Shorewood Parcels. E. Excelsior Responsible for Permitting, Approvals, Administration, and Inspection. Excelsior shall be solely responsible for all regulatory approvals, permitting, and evaluation of the proposed Development including consideration and approval of the PUD Final Plan application, Final Plat Application, TIF Application, and any future applications. F. Fees, Assessments, Charges. Except as provided above, any fees, assessments, or charges of any kind generated from the Development Parcels (including application fees, park dedication fees, special assessments, Water Access Charges, Sewer Access Charges, etc.), whether in conjunction with the Development or in the future, shall be retained by the City of Excelsior. G. Adjustment to Public Safety Funding Formulas. Beginning the calendar year after Excelsior issues a Certificate of Occupancy for the Development, Excelsior and Shorewood agree that 70% of the population, tax capacity, and ICR’s from the Development shall be attributed to Shorewood for purposes of calculating the funding formula for the South Lake Minnetonka Police Department and the Excelsior Fire District provided, however, that in the event Excelsior approves the request for TIF referenced in paragraph 3.B.iii. above, only 19.68% of population, tax capacity, and ICR’s from the Development shall be allocated to Shorewood until the TIF District expires or is terminated. 3 H. Completion of Project. The parties to this Agreement intend for it to only be effective in the event the Development is actually completed. Accordingly, the Annexation-Detachment agreed to herein shall only become effective upon issuance by Excelsior of a certificate of occupancy for the Development. In the event that a certificate of occupancy is not issued by December 31, 2018, this Agreement and any Annexation-Detachment approved by OAH shall be null and void. 4. Remedy for Default. In the event of a default by either party of any of the items of this Agreement, the non-defaulting party shall provide notice of such alleged default to the other party pursuant to the requirements of paragraph 5 below. Said notice shall describe the events that have created the default and provide the allegedly defaulting party with thirty (30) calendar days to cure the default. If said default is not cured within that time period (or within a longer cure period agreed to by the parties to this Agreement), the non-defaulting party shall be entitled to enforce the terms of this Agreement in the Hennepin County District Court. 5. Notices. Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement to or on the other party, such notice or demand shall be delivered personally or mailed by United States certified mail (return receipt requested) to the addresses set forth below. Such notice or demand shall be deemed timely given when delivered personally or when deposited in the mail in accordance with the above. Notice to City of Excelsior Notice to City of Shorewood City of Excelsior City of Shorewood Attn: City Manager Attn: City Administrator 339 Third Street 5755 Country Club Road Excelsior, MN 55331 Shorewood, MN 55331 6. Amendment. This Agreement, and the provisions and terms contained herein, may only be amended in a writing signed by Excelsior and Shorewood. 7. Waiver. Failure of either party at anytime to require performance of any provision of this Agreement shall not affect its right to require full performance thereof at any time thereafter and the waiver by either party of a breach of any such provision shall not be taken or held to be a waiver of any subsequent breach thereof or as nullifying the effectiveness of such provision. 8. Severability. In the event that any provision of this Agreement shall be held invalid, illegal or unenforceable by any court of competent jurisdiction, such holding shall pertain only to such section and shall not invalidate or render unenforceable any other provision of this Agreement. 4 9. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. 10. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be an original and shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Excelsior and Shorewood have caused this Agreement to be duly executed on the day and year first above written. CITY OF EXCELSIOR By: _____________________________ By: ________________________________ Mark Gaylord, Mayor Kristi Luger, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of ______, 2017, by Mark Gaylord and Kristi Luger, Mayor and City Manager of the City of Excelsior, a Minnesota municipal corporation and said instrument was executed on behalf of the City. _____________________________________ Notary Public 5 CITY OF SHOREWOOD By: ____________________________ By:_____________________________________ Scott Zerby, Mayor Greg Lerud, City Administrator STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me this ___ day of ______________, 2017 by Scott Zerby and Greg Lerud, Mayor and City Administrator of the City of Shorewood on behalf of said City. ________________________________________ Notary Public This document has been drafted by: Kevin Staunton City Attorney City of Excelsior 5277 Lochloy Drive Edina, Minnesota 55436 6 EXHIBIT C City of Shorewood Resolution No. 2017 - _____ A RESOLUTION REQUESTING CONCURRENT DETACHMENT FROM SHOREWOOD AND ANNEXATION INTO EXCELSIOR OF CERTAIN LANDS PURSUANT TO MINNESOTA STATUTES SECTION 414.061 WHEREAS, certain real property, approximately 1.34 acres in size, legally described on Exhibit A attached hereto and incorporated herein and depicted on the survey thereof attached hereto and incorporated herein as Exhibit B (the “Annexation Property”) is located in the City of Shorewood; and WHEREAS, the Annexation Property abuts real estate along its northerly border that is located within the City of Excelsior (the “Excelsior Parcel”); and WHEREAS, WSL of Excelsior, LLC (“Developer”) desires to use the Annexation Property in conjunction with the Excelsior Parcel to facilitate a senior housing development (the “Development”); and WHEREAS, the City of Shorewood, the City of Excelsior, and the Developer want the entire plat of the Development to be located in the City of Excelsior; and WHEREAS, the Cities of Excelsior and Shorewood want to modify their mutual municipal boundary to permit the Development to be located entirely within Excelsior; and WHEREAS, to modify the boundary, the City of Shorewood desires to detach and the City of Excelsior desires to annex the Annexation Property pursuant to Minnesota Statutes section 414.061. NOW, THEREFORE, BE IT RESOLVED: 1.The City of Shorewood requests that the Minnesota Office of Administrative Hearings – Municipal Boundary Adjustment Unit concurrently detach the Annexation Property from the City of Shorewood and annex the same to the City of Excelsior at the earliest possible date. 2.The City Attorney for the City of Excelsior is authorized to submit this resolution along with all appropriate application materials to the Minnesota Office of Administrative Hearings – Municipal Boundary Adjustment Unit for the purposes set forth herein. Resolution No. 2017 - ___ Page 2 Adopted by the City Council of the City of Shorewood on the __th day of January, 2017. _____________________________ Scott Zerby, Mayor ATTEST: _____________________________ Jean Panchyshyn, City Clerk Greg Lerud, City Administrator Lot 14; and those parts of Lots 4, 5, 10, 11, 12 and 13 lying Northwesterly of the Northwesterly right -of -way line of State Trunk Highway Number 7; and That part of Water Street, vacated, described as commencing at the Southwest corner of Lot 10; thence West at a right angle to the West line of Lot 10, a distance of 45.95 feet to a point hereinafter referred to as point "A "; thence Northerly, deflecting to the right 93 degrees, to an intersection with the Westerly extension of the North line of the South 5 feet of Lot 10, said intersection being the actual point of beginning; thence continuing Northerly along the last described line to a point 226.27 feet Northerly from said point 'A" thence Northerly along a tangential curve to the right having a radius of 444.46 feet to its intersection with the Westerly extension of the Northerly line of Lot 14; thence Easterly a distance of 30.8 feet, more or less, to the Northwest comer of Lot 14; thence Southerly along the Westerly line of Lots 14, 13, 12, 11 and 10 to the North line of the South 5 feet of Lot 10; thence West to the actual point of beginning, all in "Galpin Hill Addition, Hennepin County, Minnesota ". AND, Lot 15 "Galpin Hill Addition, Hennepin County, Minnesota ", and that part of adjoining Water Street, Vacated, described as commencing at the Southwest Corner of Lot 10, "Galpin Hill Addition, Hennepin County, Minnesota "; thence West at a right angle to the West line of said Lot 10, a distance of 45.95 feet; thence Northerly deflecting to the right 93 degrees, a distance of 226.27 feet; thence Northerly, along a tangential curve to the right having a radius of 444.46 feet to its intersection with the Westerly extension of the Northerly line of said Lot 15, said intersection being the actual point of beginning; thence Easterly to the Northwesterly corner of said Lot 15; thence Southerly along the Westerly line of said Lot 15 to the Southwest corner of said Lot 15; thence Westerly to the actual point of beginning. Torrens Property Design Rte: Checked 8y: 150100plat Dec ANNEXATION EXHIBIT Alliant Engineering, Inc. Dwg Name: Drawn By. 233 Park Ave S, Ste 300 150100annex G ✓8 SHEET 1 OF 2 SHEETS Minneapolis, MN 55415 612.758.3080 MAIN Date: Scala: City, State 612.758.3099 FAX lzloylis r =sa www.alliant- inc.com Greg Lerud From: David Drown [david @daviddrown.com] Sent: Thursday, December 29, 2016 12:30 PM To: Greg Lerud Subject: Waters TIF review Attachments: Letter DDA review of Waters TIF deal.pdf; Engagement Ltr Dec 2016.pdf Greg: Attached is a quick review of the Waters TIF Deal with Excelsior. Regarding a more efficient financing technique, I would look at creating a TIF Revenue Bond which is issued to a bank that offers better terms than a $100K origination fee and a 6% interest rate. I have worked on quite a few tax - exempt deals for non - profits in the past year. A pretty standard deal is a 3% starting rate fixed for 7 years, then repriced to an index like LIBOR with a lifetime rate cap of 6 %. We lock in half the interest expense for 7 years, and worst case later is the same rate. We could likely place at a fixed rate for the life of the deal too. Here are details: • The revenue bond would NOT be a general obligation of the issuing City. Like the proposed Paygo deal, the only source of revenue for payments would be 97% of the TIF generated by the Waters TIF Project. • The debt would be amortized as quickly as possible — once again, just like the proposed Paygo deal. With a lower rate and lower costs, expected repayment term should be down around 12 years. • If revenues fall below projection, it will take longer to repay the debt. But in no case will term exceed the Fife of the TIF District. Once again, this is probablyjust like the Paygo deal terms. • Does this debt count as debt? We yes and no. In most respects, it looks a lot like a conduit bond that cities approve for non - profits and nursing homes. It is debt with the city's name on it, but the only revenues available to pay the debt are project revenues. City is under no obligation to cover any shortfalls. Conduit debt is ignored by the rating agencies, and they will ignore this type of debt obligation too. As long as the city is not responsible for shortfalls, I see no real impact on anything important. • Assuming property taxes paid by this project in year 12 are around $300K, about 40% of this will be city tax and Shorewood gets 70% of that. $300,00040% *70 % = $84,000 per year. Over 4 years, that's $336,000 in extra tax revenue. • If Excelsior is unwilling to do this, Shorewood can. Excelsior can assign TIF revenues to Shorewood, you can issue the debt, and then assign the TIF payments from Excelsior for your bond payments. Requires a simple joint powers agreement, but otherwise should be doable. With you and your council's authorization, I will talk with a few bankers I know and see what is possible. If you can keep the door open regarding the financing for a few weeks, we can know what is possible. Finally, I am starting to give financial advice here, and for me to legally do so I need to provide you with an engagement letter. I have taken the liberty to prepare one identical to what I had with you in Milaca. Provides for a general long term relationship as the city's FA. Not exclusive so you can work with others if you want, and it obligates you to nothing. Need I something like this signed, so let me know if this works. Dave David P. Drown, President David Drown Associates 5029 Upton Avenue South Minneapolis, MN 55410 612 - 920 -3320 xtn 101 612 - 605 -2375 (fax) www.daviddrown.com #10C MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Code Amendment – Sexual Offenders and Sexual Predators Meeting Date: 9 January 2017 Prepared by: Brad Nielsen/Tim Keane Reviewed by: Patti Helgesen Attachments: Draft City Code Amendment Policy Consideration: Should the City adopt a City Code Amendment restricting the residency location of Level III Sexual Offenders? Background: Based on a recent court decision that provides for the release of Level III sexual offenders many cities in Minnesota have adopted ordinances restricting where such offenders may reside. While a more recent ruling in appeals court upheld the constitutionality of keeping these offenders in halfway houses upon release from prison, the possibility remains that released offenders could end up living in residential neighborhoods. The concern with this is that the offenders may locate near schools, parks and other places where young children congregate. At the suggestion of the South Lake Minnetonka Police Chief, staff has prepared an amendment to Shorewood’s Code that would provide some distance (1000 feet) from places where children might congregate and places where the offenders may reside. The attached draft ordinance is the one being used by over 30 Minnesota communities. The most significant difference among the various cities is the spacing distances which range from 500 feet to 2000 feet. Staff will present a map at the meeting on Monday night, illustrating the effect of the spacing requirements relative to Shorewood’s residential neighborhoods. Financial or Budget Considerations: It is anticipated the enforcement of the proposed ordinance would be done by the South Lake Public Safety Department using existing resources. Options: Adopt the draft ordinance as written; adopt the ordinance incorporating a different spacing requirement; or do not adopt an ordinance. Recommendation / Action Requested: The Police Chief recommends that the South Lake cities adopt similar ordinances to address the sexual offender residency restrictions. Thus far, Greenwood is the only one to adopt an ordinance. They have opted for the 1000-foot spacing requirement, which is what is included in our proposed draft. Staff also recommends that a summary of the ordinance be published in the official newspaper. Next Steps and Timelines: If adopted, the proposed ordinance would go into effect upon publication in the official newspaper. Connection to Vision / Mission: Healthy environment. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 CITY OF SHOREWOOD ORDINANCE NO. ______ AN ORDINANCE AMENDING THE SHOREWOOD CITY CODE RESTRICTING THE RESIDENCY OF CONVICTED SEX OFFENDERS IN THE CITY OF SHOREWOOD Section 1. Title 500 (PUBLIC HEALTH) of the Shorewood City Code is hereby amended to add: CHAPTER 506 “ SEXUAL OFFENDERS AND SEXUAL PREDATORS 506.01 Findings and Intent 506.02 Definitions 506.03 Residence Prohibition; Penalties; Exceptions 506.04 Renting Real Property; Penalties 506.05 Severability 506.01 FINDINGS AND INTENT. Subd. 1 Findings. Repeat sexual offenders, sexual offenders who use physical violence, and sexual offenders who prey on children are sexual predators who present an extreme threat to the public safety. Sexual offenders are extremely likely to use physical violence and to repeat their offenses, and most sexual offenders commit many offenses, have many more victims than are ever reported, and are prosecuted for only a fraction of their crimes. This makes the cost of sexual offender victimization to society at large, while incalculable, clearly exorbitant. Subd. 2. Intent. It is the intent of this chapter to serve the City's compelling interest to promote, protect and improve the health, safety and welfare of the citizens of the city by creating areas around locations where children regularly congregate wherein certain sexual offenders and sexual predators are prohibited from establishing temporary or permanent residence. 506.02 DEFINITIONS. For purposes of this chapter, the following definitions shall apply unless the context clearly indicates or requires a different meaning. 1 DESIGNATED OFFENDER . Any person who has been convicted of a designated sexual offense, regardless of whether adjudication has been withheld, in which the victim of the offense was less than sixteen (16) years of age, or has been categorized as a level III sex offender under Minnesota statutes section 244.052 or successor statute. DESIGNATED SEXUAL OFFENSE . A conviction, adjudication of delinquency, commitment under Minnesota statutes chapter 253B, or admission of guilt under oath without adjudication involving any of the following offenses: Minnesota statutes sections: 609.342; 609.343; 609.344; 609.345; 609.352; 609.365; 617.23; 617.246; 617.247; 617.293; successor statutes; or a similar offense from another state. PERMANENT RESIDENCE. A place where the person abides, lodges, or resides for fourteen (14) or more consecutive days. TEMPORARY RESIDENCE . A place where the person abides, lodges, or resides for a period of fourteen (14) or more days in the aggregate during any calendar year and which is not the person's permanent address, or a place where the person routinely abides, lodges, or resides for a period of four (4) or more consecutive or nonconsecutive days in any month and which is not the person's permanent residence. 506.03 RESIDENCE PROHIBITION; PENALTIES; EXCEPTIONS. Subd. 1. Prohibited Location Of Residence: It is unlawful for any designated offender to establish a permanent residence or temporary residence: 1) within one thousand feet (1,000') of any school, licensed daycare center, park, playground, or public school bus stop; or 2) within one thousand feet (1,000') of any place of worship which provides regular educational programs (i.e., Sunday school), or other places where children are known to congregate. Subd. 2. Prohibited Activity: It is unlawful for any designated offender to participate in a holiday event involving children under eighteen (18) years of age, such as distributing candy or other items to children on Halloween, wearing a Santa Claus costume on or preceding Christmas, or wearing an Easter bunny costume on or preceding Easter. Holiday events in which the offender is the parent or guardian of the children involved, and no non-familial children are present, are exempt from this subdivision. Subd. 3. Measurement of Distance: 2 a. For purposes of determining the minimum distance separation, the requirement shall be measured by following a straight line from the outer property line of the permanent residence or temporary residence to the nearest outer property line of a school, daycare center, park, playground, place of worship, or other place where children regularly congregate. b. The City Clerk shall maintain an official map showing prohibited locations as defined by this chapter. The Clerk shall update the map at least annually to reflect any changes in the location of prohibited zones. Subd. 4. Penalties: Any person violating any provision of this chapter shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished as provided in Section 104.01 of this code. Each day a person maintains a residence in violation of this chapter constitutes a separate violation. Subd. 5 Exceptions: A designated offender residing within a prohibited area as described in subsection A of this section does not commit a violation of this chapter if any of the following applies: a. The person established the permanent residence or temporary residence and reported and registered the residence pursuant to Minnesota statutes sections 243.166, 243.167, or successor statute, prior to July 10, 2006. b. The person was a minor when he/she committed the offense and was not convicted as an adult. c. The person is a minor. d. The school or daycare center within one thousand feet (1,000') of the person's permanent residence was opened after the person established the permanent residence or temporary residence and reported and registered the residence pursuant to Minnesota statutes section 243.166 or 243.167. e. The residence is also the primary residence of the person's parents, grandparents, siblings, spouse, or children. f. The residence is a property owned or leased by the Minnesota department of corrections. 506.04 RENTING REAL PROPERTY; PENALTIES. Subd. 1. Unlawful to Rent. It is unlawful to let or rent any place, structure, or part thereof, trailer or other conveyance, with the knowledge that it will be used 3 as a permanent residence or temporary residence by any person prohibited from establishing such permanent residence or temporary residence pursuant to this chapter, if such place, structure, or part thereof, trailer or other conveyance, is located within a prohibited location zone described in Sections 506.03 Subd. 1. of this chapter. Subd. 2. Failure to Comply. A property owner's failure to comply with provisions of this section shall constitute a violation of this section. Subd. 3. Eviction. If a property owner discovers or is informed that a tenant is a designated offender after signing a lease or otherwise agreeing to let the offender reside on the property, the owner or property manager may evict the offender.” 506.05 SEVERABILITY. Should any section, subdivision, clause or other provision of this chapter be held to be invalid by any court of competent jurisdiction, such decision shall not affect the validity of this chapter as a whole, or of any part thereof, other than the part held to be invalid. Section 2. This Ordinance shall be in full force and effect upon publishing in the Official Newspaper of the City of Shorewood. ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD this ______ day of ___________ 2017. __________________________ Scott Zerby, Mayor ATTEST: ___________________________________ Jean Panchyshyn, City Clerk 4 CITY OF SHOREWOOD RESOLUTION NO. 17-006 A RESOLUTION APPROVING PUBLICATION OF ORDINANCE NO. 536 BY TITLE ANDSUMMARY WHEREAS, on 9 January 2017, the City Council of the City of Shorewood adopted Ordinance No. 536 entitled “AN ORDINANCE AMENDING THE SHOREWOOD CITY CODE RESTRICTING THE RESIDENCY OF CONVICTED SEX OFFENDERS IN THE CITY OF SHOREWOOD”; WHEREAS, the City staff has prepared a summary of Ordinance No. 536 as follows: 1. The purpose of this ordinance is to serve the City’s compelling interest to promote, protect and improve the health, safety and welfare of the citizens of the City by creating areas around locations where children regularly congregate wherein certain sexual offenders and sexual predators are prohibited from establishing temporary or permanent residence. 2. This ordinance causes it to be unlawful for any designated offender to establish a permanent residence or temporary residence: 1) within one thousand feet (1,000') of any school, licensed daycare center, park, playground, or public school bus stop; or 2) within one thousand feet (1,000') of any place of worship which provides regular educational programs (i.e., Sunday school), or other places where children are known to congregate. It shall also be unlawful for any designated offender to participate in events or activities involving children under eighteen (18) years of age. 3. The ordinance provides clear definitions, exceptions, and penalties for the purpose of enforcement. NOW THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD: 1. The City Council finds that the above title and summary of Ordinance No. 536 clearly informs the public of intent and effect of the Ordinance. 2. The City Clerk is directed to publish Ordinance No. 536 by title and summary, pursuant to Minnesota Statutes, Section 412.191, subdivision 4. 3. A full copy of the Ordinance is available at Shorewood City Hall and on the city’s website. th ADOPTED by the Shorewood City Council on this 9 day of January 2017. ATTEST: Scott Zerby, Mayor ________________________________ Jean Panchyshyn, City Clerk #10D # MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: 2017 Fee Schedule Meeting Date: January 9, 2017 Prepared by: Bruce DeJong Greg Lerud Attachment: Ordinance Policy Consideration: Should the City Council increase utility rates for Sanitary Sewer and Storm Water? Background: Staff worked with Ehlers to model rates for two enterprise funds. We need to raise rates to keep up with cost increases, particularly the Metropolitan Council Environmental Services (MCES) costs for collecting and treating sewage, along with new projected costs related to storm water management. The Sewer fund has a reasonable fund balance and no debt. The Storm Water fund has very little cash and no debt. The cash balance of each fund has been dropping over the past several years. The anticipated uses of the new money raised through rate increases will go to projects planned in the next five years, support storm water improvements made in conjunction with trail projects , and meet increased costs for staffing, utilities, and professional services. Storm Water Ehlers proposed the following rates for Storm Water: Quarterly Storm Water Rates ExistingProposed Quarterly Rates 201320142015201620172018 Flat Rates Residential Res. < 10,000 sq. ft.10.5912.7115.2518.3021.9626.35 Res. > 10,000 & < 50,000 sq. ft.15.1218.1421.7726.1331.3537.62 Res. > 50,000 sq. ft.19.6823.6228.3434.0140.8148.97 Commercial Commercial / Industrial (Average Charge)40.2448.2957.9569.5383.44100.13 Note: 1,944 out of 2,961 ( or 67%) of Storm Water accounts are charged the middle Residential rate. These rates increase at 20% for five years. This will allow us to meet our target cash balance for working capital at the end of 2018. We have moved more cautiously on the rate schedule because we have not done all the projects assumed in the rate study. The proposed rates included in the ordinance are the 2016 rates. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 There was a transfer of $500,000 from the Sewer fund to the Storm Water fund last year. Because we changed the schedule for trail projects last year due to the high bids for the Galpin Lake Road trail, the fund should not need additional funds this year. Additional transfers may be required in future years depending on the projects to be financed. Sewer Ehlers discussed the significant options available for sewer users. In order to maintain the targeted cash reserves, they recommend a 3% annual increase. Commercial properties are required to be metered and are charged for each 1,000 gallons used throughout the year. Staff recommends that they stay on this system, with the rates calculated by Ehlers for year-round usage. This per 1,000 gallon rate captures their entire usage for the year. We have also included a minimum charge if less than 5,000 gallons are used in a quarter. We have also kept rates at the 2016 recommended level for sanitary sewer. Staff will continue to monitor the amount of cash balance and anticipated projects in recommending rate increases. Financial or Budget Considerations: These rates are feasible and support the long range sustainability of the funds. Options: The City Council may adopt the rate recommendations as presented. The City Council may adopt a different rate structure as presented by Ehlers. The City Council may decide additional study is required before adopting any rate changes. Recommendation / Action Requested: Staff recommends that the City Council adopt the rates as presented in the attached ordinance amendment. Next Steps and Timelines: The rates will be implemented with the next billing cycle. Communication with residents will continue prior to implementation of the usage based sewer rates later this year. Connection to Vision / Mission: Adopting a prudent rate structure contributes to sound financial management. CITY OF SHOREWOOD ORDINANCE NO. ___ AN ORDINANCE TITLED “LICENSE, PERMIT, SERVICE CHARGES AND MISCELLANEOUS FEES” THE CITY COUNCIL OF THE CITY OF SHOREWOOD, MINNESOTA, ORDAINS AS FOLLOWS: Section 1. Section 1301.02 of the Shorewood Code of Ordinances is hereby amended as follows: CITY OF SHOREWOOD LICENSE, PERMIT, SERVICE CHARGES AND MISCELLANEOUS FEES Section 1. Change the Sanitary Sewer and Stormwater Management Utility Rates as follows: III. Utility Rates Sewer City Code Type of Charge/Fee Reference Existing Fee New Fee Sanitary Sewer 904.15.1a Residential: Residential: $75.04/qtr/ sewer only $77.29/qtr/ sewer only Service $50.03/qtr/ low income sewer only $51.53/qtr/ low income sewer only Commercial: Commercial: $8.50 Base $1.96/1,000 gallons $8.75 Base $2.02/1,000 gallons Stormwater Management Stormwater 905.03 $15.25/qtr: lots less than 10,000 sq.ft. $18.30/qtr: lots less than 10,000 sq.ft. $21.77/qtr: lots 10,000-50,000 sq. ft $26.13/qtr: lots 10,000-50,000 sq. ft Management Utility $28.34/qtr: lots 50,000 plus sq. ft$34.01/qtr: lots 50,000 plus sq. ft Section 2. This ordinance is effective for billings beginning in April, 2017 and upon publication. ADOPTED BY THE CITY COUNCIL of the City of Shorewood, Minnesota this 9th day of January, 2017. _______________________________ ATTEST: Scott Zerby, Mayor _____________________________ Jean Panchyshyn, City Clerk #10E MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Punke, Doug and Sheila – Appeal Order to Correct Zoning Violation Meeting Date: 9 January 2017 Prepared by: Brad Nielsen Reviewed by: Patti Helgesen Attachments: Zoning Violation Letter Appeal Letter Policy Consideration: Should the City grant additional time allowing Doug and Sheila Punke to apply for either a variance or code amendment that would allow them to keep a new shed on their property, within the 75-foot setback for Christmas Lake? Background: The property owners have constructed a new shed near the shoreline of Christmas Lake (see property survey attached to appeal letter). The building was constructed without the required zoning permit and is in violation of the lakeshore setback for Christmas Lake. The Punke’s attorney has appealed the violation notice, stating that a “building permit” is not required for a structure less than 200 square feet in area and that the shed is a replacement of one that already existed. He cites the 2004 survey attached as evidence that a shed existed near the lake previously. He is correct with respect to the building permit (which was not referenced in the violation letter). The permit referred to is a zoning permit, which is required. While there may be some merit to replacement of an existing shed, the new one is larger than the one shown on the applicant’s survey. Shorewood’s Zoning Code specifically states that legal nonconforming structures may be replaced, but not enlarged. The applicant has requested a 120-day extension in order to apply for either a variance or a code amendment that would allow accessory structures within lakeshore setbacks. Financial or Budget Considerations: Depending on the direction given by the City Council, City Attorney time will be required. The cost of which is undetermined at this time. Options: Grant the 120 extension requested by the applicant; or direct the applicant to correct the violation within a shorter specified time. Recommendation / Action Requested: Neither a zoning application (variance or code amendment), nor the correction of the violation require 120 days to resolve. Staff recommends that the applicant be given 60 days in which he must either correct the violation, which may amount to simply reducing the size of the new shed, or submit a complete application for a variance or text amendment. Next Steps and Timelines: If the deadline suggested above is not complied with, the matter should be turned over to the City Attorney for further legal action. Connection to Vision / Mission: Code enforcement provides quality public services that help sustain property values. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 CITY OF SHOREWOOD  5755 Country Club Road Shorewood, Minnesota 55331 952-960-7900  Fax: 952-474-0128 www.ci.shorewood.mn.us cityhall@ci.shorewood.mn.us 13 December 2016 Douglas E. and Sheila A. Punke 20695 Radisson Road Shorewood, MN 55331 Re: Zoning Violations – 20695 Radisson Road P.I.N. 36-117-23-22-0015 Mr. and Mrs. Punke: Our office has received a neighborhood complaint alleging that a certain City Code violation exists on property you own at the above-referenced address. Upon inspection of the premises, the allegations were found to be accurate. The following violation of Shorewood's Zoning Code (Chapter 1201) was found: Shed being built within the lakeshore setback area of Christmas Lake With the exception of stairs, lifts, piers and docks, structures are subject to the shoreline setback of 75 feet from the ordinary high water level. The shed observed under construction is located within feet of the lakeshore. Furthermore, it is being built without a permit. The shed must be moved into compliance with the appropriate building setbacks, or removed from the property. If you plan to move it to a legal location, you must first obtain a Zoning Permit from the City. This is to advise you that the violation must be corrected by 26 December 2016, after which your property will be re-inspected for compliance. Failure to comply will result in the matter being subject to administrative enforcement which carries penalties starting at $300 per offense. If you wish to appeal this order to the City Council, you must do so in writing, by 26 December 2016. CITY OF SHOREWOOD Bradley J. Nielsen Planning Director BJN:ph #10F MEETING TYPE City of Shorewood Council Meeting Item Regular Meeting Title / Subject: Koerting, Kert - Appeal for Extension of Deadline to Comply with Notice to Remove Meeting Date: 9 January 2017 Prepared by: Brad Nielsen Reviewed by: Patti Helgesen Attachments: Notice to Remove Appellant’s appeal letter Policy Consideration: Should Kert Koerting be granted additional time to comply with an order to remove nuisance items from his property at 20325 Excelsior Boulevard? Background: Our office has received a resident complaint regarding the above-referenced property. The complaint alleged that the property was being used for outdoor storage of unlicensed or inoperable vehicles, equipment, building materials and junk. Upon inspection of the site the allegations were found to be accurate and a notice was sent to the property owner (see attached). For the past couple of months staff has worked with Mr. Koerting to resolve the complaint. While he has not been able to meet deadlines imposed by staff, he has made considerable progress in cleaning up the site. He has now appealed to the City Council for additional time to comply with the order. Financial or Budget Considerations: Staff time associated with inspection and enforcement of code violations. This case may very well ultimately involve City Attorney time, court costs and costs to clean up the property, all of which is undetermined at this time. Options: Grant a 30-day extension to resolve the violations; provide additional extensions based on good-faith efforts to resolve the violations; turn the matter over to the City Attorney for legal action. Recommendation / Action Requested: Mr. Koerting has made considerable progress toward complying with the order. He has assured us that the remaining violations will be corrected if he can have an additional 30 days. Staff suggests granting the extension with an understanding that failure to complete the work within 30 days will result in the matter being turned over to the City Attorney for further legal action. Next Steps and Timelines: The owner must comply by 9 February 2017. Connection to Vision / Mission: Code enforcement contributes to a healthy environment and sustainable tax base. Mission Statement: The City of Shorewood is committed to providing residents quality public services, a healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial management through effective, efficient, and visionary leadership. Page 1 #11A.1 MEMORANDUM Date: January 9, 2016 To: Mayor Zerby Council Members From: Bruce DeJong, Finance Director Re: November, 2016 General Fund Monthly Budget Report ______________________________________________________________ The 2016 General Fund continues to track our expectations. Revenues are higher than 2015 in total. Permits are running above last year’s pace and will likely stay above as the Minnetonka Country Club property is developed. Misc. Revenues are also high because of the payment for the tax forfeit parcel on Howard’s Point Road of approximately $51,000. Fines & Forfeits is lower than last year. The fine revenues have generally been lower each month, so we will likely make our reduced budget, but still be lower than last year. Please remember that the city receives its primary revenues from property taxes which the first half are distributed in July and the second half in December. Expenditures are a little higher than 2015. Part of that is driven by minor timing differences as to when payments are made. The difference is not an amount that would raise concern at this point in the year. Council – Other Services and Charges are higher because of the payment to the Christmas Lake Association. Administration – Other Services and Charges are higher because we are actually paying for Mr. Joynes services here as a contract rather than in the Personal Services budget where Council had planned for a full-time administrator. Finance - Other Services and Charges are higher because of additional assistance from Bergan KDV for audit preparation and reconciling assistance. Park Maintenance – Personal Services are higher because more time has been coded here rather than in the Public Works Service. This is not a problem for the overall General Fund budget because total salaries are still below budget. Please contact me or Mr. Lerud if you have any questions. Attachment: November Budget Spreadsheet General Ledger Revenue and Expense vs Budget Through November 30, 2016 % CollectedOne Year DescriptionBudgetPeriod AmtYTD Budget% ExpendedPrior Actual General Fund Revenues Taxes5,079,408.00$ 2,638,948.38$ 3,809,556.00$ 51.95%2,526,030.04$ Licenses & Permits169,180.00$ 309,800.51$ 126,885.00$ 183.12%177,454.71$ Intergovernmental90,751.00$ 80,454.86$ 68,063.25$ 88.65%98,740.19$ Charges for Service42,200.00$ 38,086.40$ 31,650.00$ 90.25%47,475.87$ Fines & Forfeits60,000.00$ 41,729.62$ 45,000.00$ 69.55%43,711.21$ Misc Revenues210,400.00$ 171,476.72$ 157,800.00$ 81.50%145,374.94$ Other Financing Sources25,000.00$ -$ 18,750.00$ 0.00%-$ General Fund5,676,939.00$ 3,280,496.49$ 4,257,704.25$ 57.79%3,038,786.96$ General Fund Expenditures Council Personal Services22,600.00$ 20,327.45$ 16,950.00$ 89.94%20,327.45$ Supplies2,000.00$ 979.51$ 1,500.00$ 48.98%1,751.03$ Other Services and Charges133,500.00$ 97,812.60$ 100,125.00$ 73.27%46,869.38$ Other Financing Use70,000.00$ -$ 52,500.00$ 0.00%-$ Council228,100.00$ 119,119.56$ 171,075.00$ 52.22%68,947.86$ Administraton Personal Services414,154.00$ 238,563.20$ 310,615.50$ 57.60%224,856.94$ Supplies20,900.00$ 15,305.90$ 15,675.00$ 73.23%11,594.44$ Other Services and Charges42,550.00$ 135,686.11$ 31,912.50$ 318.89%121,598.16$ Administraton477,604.00$ 389,555.21$ 358,203.00$ 81.56%358,049.54$ Finance Personal Services142,273.00$ 134,284.04$ 106,704.75$ 94.38%130,629.42$ Supplies14,600.00$ 22,182.98$ 10,950.00$ 151.94%18,736.40$ Other Services and Charges15,900.00$ 40,084.66$ 11,925.00$ 252.10%20,314.07$ Finance172,773.00$ 196,551.68$ 129,579.75$ 113.76%169,679.89$ Professional Services Other Services and Charges226,400.00$ 147,958.86$ 169,800.00$ 65.35%185,400.11$ Professional Services226,400.00$ 147,958.86$ 169,800.00$ 65.35%185,400.11$ Planning Personal Services178,797.00$ 168,344.53$ 134,097.75$ 94.15%166,504.07$ Supplies300.00$ 406.74$ 225.00$ 135.58%423.33$ Other Services and Charges12,000.00$ 9,144.58$ 9,000.00$ 76.20%16,516.49$ Planning191,097.00$ 177,895.85$ 143,322.75$ 93.09%183,443.89$ Municipal Buildings Supplies21,300.00$ 22,299.85$ 15,975.00$ 104.69%49,618.09$ Other Services and Charges174,800.00$ 151,081.59$ 131,100.00$ 86.43%94,203.05$ Other Financing Use104,313.00$ -$ 78,234.75$ 0.00%-$ Municipal Buildings300,413.00$ 173,381.44$ 225,309.75$ 57.71%143,821.14$ % CollectedOne Year DescriptionBudgetPeriod AmtYTD Budget% ExpendedPrior Actual Police Protection Supplies-$ 3,601.23$ -$ -$ Other Services and Charges1,106,165.00$ 1,107,778.41$ 829,623.75$ 100.15%986,247.38$ Capital Outlay230,000.00$ 214,332.00$ 172,500.00$ 93.19%225,180.00$ Debt Service-$ -$ -$ -$ Police Protection1,336,165.00$ 1,325,711.64$ 1,002,123.75$ 99.22%1,211,427.38$ Fire Protection Other Services and Charges369,714.00$ 368,467.51$ 277,285.50$ 99.66%360,644.21$ Capital Outlay270,620.00$ 270,620.20$ 202,965.00$ 100.00%276,156.08$ Fire Protection640,334.00$ 639,087.71$ 480,250.50$ 99.81%636,800.29$ Protective Inspections Personal Services126,299.00$ 123,522.86$ 94,724.25$ 97.80%115,809.82$ Supplies200.00$ 245.00$ 150.00$ 122.50%72.95$ Other Services and Charges8,050.00$ 6,214.51$ 6,037.50$ 77.20%9,358.23$ Protective Inspections134,549.00$ 129,982.37$ 100,911.75$ 96.61%125,241.00$ City Engineer Other Services and Charges89,725.00$ 79,827.50$ 67,293.75$ 88.97%61,400.25$ City Engineer89,725.00$ 79,827.50$ 67,293.75$ 88.97%61,400.25$ Public Works Service Personal Services516,365.00$ 311,240.50$ 387,273.75$ 60.28%348,477.72$ Supplies163,000.00$ 122,834.97$ 122,250.00$ 75.36%93,375.60$ Other Services and Charges131,100.00$ 122,873.45$ 98,325.00$ 93.72%87,758.75$ Other Financing Use860,000.00$ -$ 645,000.00$ 0.00%-$ $ Public Works Service1,670,465.00$ 556,948.92$ 1,252,848.75$ 33.34%529,612.07 Ice & Snow Removal Personal Services61,465.00$ 22,195.90$ 46,098.75$ 36.11%17,234.69$ Supplies44,000.00$ 21,040.29$ 33,000.00$ 47.82%15,589.91$ Other Services and Charges-$ -$ -$ -$ Ice & Snow Removal105,465.00$ 43,236.19$ 79,098.75$ 41.00%32,824.60$ Park Maintenance Personal Services115,022.00$ 142,432.84$ 86,266.50$ 123.83%143,182.83$ Supplies23,300.00$ 24,434.62$ 17,475.00$ 104.87%17,264.96$ Other Services and Charges40,500.00$ 40,709.77$ 30,375.00$ 100.52%30,111.21$ Park Maintenance178,822.00$ 207,577.23$ 134,116.50$ 116.08%190,559.00$ Recreation Personal Services41,575.00$ 34,815.03$ 31,181.25$ 83.74%40,010.66$ Supplies7,700.00$ 3,671.90$ 5,775.00$ 47.69%5,680.43$ Other Services and Charges13,900.00$ 9,568.94$ 10,425.00$ 68.84%4,115.09$ Other Financing Use42,000.00$ -$ 31,500.00$ 0.00%-$ Recreation105,175.00$ 48,055.87$ 78,881.25$ 45.69%49,806.18$ General Fund5,857,087.00$ 4,234,890.03$ 4,392,815.25$ 72.30%3,947,013.20$ Revenue Total5,676,939.00$ 3,280,496.49$ 4,257,704.25$ 3,038,786.96$ Expense Total5,857,087.00$ 4,234,890.03$ 4,392,815.25$ 3,947,013.20$ Net Income/(Loss)(180,148.00)$ (954,393.54)$ (135,111.00)$ (908,226.24)$ �� in��C�mUD�b0o Here PARTNERS I��ENERGY An Xcel Energy Community Collaboration Dear [Name], Shorewood recently entered into an agreement to team up with Xcel Energy for Partners in Energy. This is a two-year endeavor designed to support Shorewood in developing and implementing a strategic energy plan unique to our energy efficiency objectives. We're excited to get going refining our energy goals and roll up our sleeves to make a difference—and we would like you to be part of our team! Hem's what we aim to accomplish through Partners inEnergy: ° Develop and document our community's long-term energy vision ° Identify the appropriate goals and strategies to help achieve that vision ° Engage and motivate our residents and businesses to take action ° Monitor and track our results ° Celebrate our achievements and promote our successes ° Carry forward our energy momentum for the long term This is a great opportunity for Shorewood to leverage additional resources to identify cost savings, support economic development, and save energy. The two-year approach plan consists of: Working with community representatives for an initial four months or so to develop our vision, goals and action plan. Spend the remaining 20 months engaging and educating our community to help achieve the goals set forth in the plan. We would like to extend hmyou an invitation to participate onanadvisory committee to help develop our plan. This will entail attendance at two half-day facilitated workshops (exact dates to be determined, but likely in February and March/April 2017), plus periodic check-ins and review of materials to help um develop goals, strategies, and o plan of action. Xce| Energy will provide resources to support Shorewood as wn develop o plan wm will own. They will also provide resources to reach the goals identified. In addition to their existing rebates and programs, examples of these resources include project management, program outreach, trainings for local implementation, data or tracking assistance, and more. Please let meknow by January 1,c017 if you are interested in joining our planning team. Or, hyou have questions about the program or would like to discuss your involvement onthe planning committee, please contact me at O.com. Sincerely, 6m