040609 CC Spec MinCITE' OF SHO WOOD
CITE' COUNCIL SPECIAL MEETING
MONDAY, APRIL 6, 2009
MINUTES
CONVENE CITY COUNCIL, SPECIAL MEETING
5755 COUNTRY CLUB ROAD
COUNCIL, CHAMBERS
5:30 P.M.
Mayor Lizee called the meeting to order at 5:32 P.M.
A. Roll Call
Present. Mayor Lizee; Councilmembers Bailey, Turgeon, Woodruff and Zerby; Attorney Tietjen;
Administrator Heck; Finance Director Burton; and Planning Director Nielsen
Absent: None
B. Review Agenda
Zerby moved, Turgeon seconded, approving the agenda as presented. Motion passed 510.
2. MATTERS FROM THE FLOOR
Andrew Waldo, 5679 Hardin Lane, stated his comments were related to items on the agenda. He asked
Mayor Lizee if she would be recognizing speakers during the agenda this evening, to which Lizee
responded she would.
George Noren, 5760 Christmas Lake Road, stated he was not an extemporaneous speaker, and he asked
Council not to discount his sincerity because of that. He then stated he graduated from Excelsior High
School in 1949 and his wife Kathleen did so in 1950. He explained that after thoughtful consideration
they decided to purchase property in Shorewood in 1962; that is where they wanted to raise their four
children. They live on the same property today. After retirement they carefully assessed several areas in
which they could spend their retirement years. He and his wife concluded they wanted to remain in
Shorewood because it was a community for all age groups. Over the last few weeks he has not met one
person who is not outraged by Council's direction to sell the Southshore Center. Previous mayors and
council members as well as members of the community set the standard for the type of environment he
and his wife thought they wanted to continue to reside in. For the past 40 years the City has had mayors,
council members, and connnnunity leaders who listened to all Shorewood residents, who conducted open
meetings, who had environmental impact studies conducted and found ways to implement goals. If one
takes a look around at the community they should appreciate those individuals and their responsiveness
to all citizens. He told Council shame on them for the manner in which it has handled this important part
of our local society. It is with sadness that he says there truly appears to be a lack of empathy and
understanding for the need of a community center and its significant contribution to the community's
senior citizens. Council's haste to judgment is wrong and unconscionable. Councilmembers are the
residents' representatives, and it is their responsibility to heed the constituents' wishes.
Marianne Miller, Orono, stated she wanted to speak from a non-emotional perspective. She explained she
does local programming in the lake communities. She stated one of her favorite venues is the Southshore
Center, and it breaks her heart that it will no longer be available. If the Center were to remain open she
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was confident it could be sustainable. She thought if the financials for the Center were to again be
reviewed she was sure Council would see that revenue can be produced to support community activities.
Nancy Middleton, 203 Mill Street, Excelsior, stated she has lived at this location since 2005 and prior to
that she was a resident in Deephaven since 1969. She served on the Deephaven City Council for 8 years
and on the Deephaven Planning Conullission for 14 years. There were a number of controversial issues in
Deephaven when she served as a councilmember, and one of the things the council members tried to do
was to conununicate with their constituents about what was going on. What concerns her most with the
Shorewood Council's actions is the rush to do something. She explained there was a room at the
Southshore Center filled with community residents who are confused about what is happening, and they
want to know why Council has chosen to take the action that it has. She suggested many more meetings
be held to discuss the pros and cons about selling the Center. She stated she doesn't lrnow all the details
leading up to Council's decision, but she would like to know a lot more.
Ann Leland, 5825 Strawberry Lane, stated she was dismayed at the process with which the decision was
made. A public hearing was not held, there was no chance for the residents to voice their opinions, and
there was no notice that the sale of the Southshore Center was going to be discussed.
Mayor Lizee noted that Ms. Leland had sent a letter to the City voicing her concerns and her letter is or;
file.
Chris Polson 5720 Echo Road, stated it appears to him and others that the Shorewood Council is rushing
into things. He felt powerless in this situation. He told Councilmember Bailey that he was shocked by
Bailey's actions based on discussions he had with him when Bailey came to visit him while was
campaigning for a council seat. He stated he did not think Council's actions were appropriate. The
Southshore Center is an incredible resource, and he thought there must be a management resource in the
conununity that could successfully manage the facility if given the chance to do so. He is appalled at
Council's actions.
Alina Kasbohm, 5570 Harding Lane, stated when she and her family moved to Shorewood from Eden
Prairie they did so because they thought this community was nicer and had more of a hometown feel.
Eden Prairie has an excellent senior center, and the Southshore Center is also a wonderful center. She
noted they hosted a birthday party for her daughter at the Center; the rental cost was very reasonable.
They received excellent service at the Center. She recommended the Center remain a functional amenity
for the community.
Councilmember Turgeon stated that normally matters from the floor are for items that are not on the
agenda. If Mayor Lizee wants to change that protocol that is her option. She noted the other
Councilmembers were not asked about that change. She requested members of the audience elect one
spokesperson to say what the attendees wanted to convey so Council can move on and answer some of
the questions that have already asked. She requested any comments made deal with the subject matter
and that no personal comments be made about any Councilmember seated in the Chambers or anyone
else. She wanted comments to be civil and free from name calling.
Mayor Lizee stated there was a large group in attendance this evening. She explained this special Council
meeting was scheduled to start at 5:30 P.M. Prior to that occurring she had personally rented the
Southshore Center for a Conununity Meeting to be held from 5:00 P.M. - 7:00 P.M. knowing if a special
meeting were to be held this evening it would be held at 7:00 P.M., the regular start time for Council
meetings. It would have been held at the Southshore Center because at that time the Council Chambers
was not supposed to be ready for use. She stated a number of residents have already come to the
Chambers from the Center. She explained the meeting room at the Center was fully occupied, and it was
CITY OF SHO WOOD COUNCIL, SPECIAL MEETING
April 6, 2009
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configured to allow for Council to conduct its special meeting there and to have the meeting recorded.
She requested Council recess the meeting, move to the Southshore Center and reconvene the meeting
there.
Councilmember Zerby stated he could support moving this meeting, and he also requested all attendees
behave in a civil manner. He wanted everyone who wants to speak this evening to have the opportunity to
do so.
Mayor Lizee asked if there was Council consensus to move to the Southshore Center. Coumeilmembers
Bailey and Turgeon stated they wanted to remain in the Council Chambers.
Councihnember Turgeon stated she requested this special meeting start at 5:30 P.M. on March 25, 2009;
prior to making the request she was not notified of any other meeting. She stated when Council discussed
holding a special meeting during its March 23"d meeting it did not discuss a start time.
Councihnember Woodruff thanked the audience for coming this evening, and he stated he was happy
about the interest community residents have expressed regarding the Southshore Center. He stated the
purpose of this meeting is not to sell the Center. Council has a number of issues it must address relative
to the Center, not the least of which is determining how to keep the Center operational through at least
April 30"'. Council has not voted to sell the Center, and if there are residents who believe that lie
recommended that, they watch the recording of the March 23rd Council meeting. He explained the motion
which passed at that meeting had multiple parts to it: 1) it authorized Staff to exercise the Shorewood
Option [a provision of the Cooperative Agreement] which would result in the City acquiring the facility;
2) it directed Staff to open negotiations with the Lake Minnetonka Conllnunications Commission
(LMCC) for the potential sale of the Center to the LMCC; and 3) it directed Staff to notify the other
cities (i.e.; Deephaven, Excelsior, Greenwood and Tonka Bay) of Council's direction to acquire the
Center.
Woodruff went on to state that this evening Council planned to discuss revisions to a Memorandum of
Understanding (MOU) between the five cities (the Cities) about how the Center will operate in March
and April. The Shorewood Council agreed it would operate the Center through the end of April on the
basis there would be a good faith effort by the Cities to come together and develop a long-range plan for
the operation of the Center. Council discussed the original MOU during its March 23rd meeting and
identified a number of issues it wanted Staff to resolve. During the March 23rd meeting Council also
discussed an interim agreement between the Cities and the SouthShore Senior Partners (SSSP) regarding
SSSP's interim operation of the Center. Council also identified issues with that agreement and asked
Staff to resolve the issues. The revised MOU and interim agreement are to be discussed this evening.
This special meeting is not a public hearing. He agreed it would be important to have a public hearing if
Council were to consider selling the Center. He stated there is no plan to sell the Center because there is
no deal this Council is entertaining. The LMCC has submitted a term sheet about an offer for the
purchase of the Center; but it has not been accepted, negotiated or finalized.
Excelsior Fire District (EFD) Assistant Chief Dana George stated something needed to be done about not
being able to get to building exits due to the large number of people in attendance, because safety reasons
there needs to be accessible exits.
Mayor Lizee stated she also was concerned about the safety of the attendees. Lizee noted there is
standing room only in the Council Chambers and the lobby is frill, and there are fire exits which are
blocked. She also noted she had asked the Council if it would re-consider recessing the meeting, moving
the location to the Southshore Center where there is more room and cameras were set up for recording
the meeting, and then reconvening the meeting.
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Mayor Lizee again asked if Council would reconsider relocating the meeting for the safety of the public
and to ensure all interested parties can be heard in a civic and civil manner.
Councilmembers Bailey and Zerby agreed with Mayor Lizee to relocate the meeting.
Mayor Lizee recessed the meeting at 5:56 P.M.
Mayor Lizee reconvened the meeting at the Southshore Center at 6:07 P.M
Mayor Lizee stated Council agreed to relocate its special Council meeting to the Southshore Center this
evening. She explained EFD Assistant Chief George requested the exits and aisles remain clear for safety
reasons. She stated all meeting attendees must act with respect and civility toward all present. She
reiterated that members of the audience with questions or comments will be recognized as Council works
through the meeting agenda. She stated it is her understanding that there is one individual that wants to
speak before Council moves on to Item 3 on the agenda which is a discussion of the MOU, the interim
agreement with SSSP, and the Shorewood Option and LMCC offer.
Mayor Lizee recognized Reverend Andrew Waldo.
Andrew Waldo, 5679 Harding Lane, Shorewood, stated he was the Director of the Trinity Episcopal
Church in Excelsior. He submitted, for the record, the statements and signatures of approximately 850
citizens. On behalf of signers of the petition and many of those in the audience this evening he was
requesting Council reconsider the direction set by a 3-to-1 vote taken during its March 23rd meeting, and
that Council initiate an open, public process with the stated intent of maintaining the Southshore Center
as a community asset and resource for our senior population. He stated those who have come in such
numbers tonight to support reconsideration and an open, public process are especially eager to
communicate to Council how deeply we feel that the Southshore Center represents a core value in our
communities. Providing the means and place for our aging citizens to gather speaks volumes about who
we are. We are a people who honor the wisdom and heritage that has been given us by our community
elders, and we consider it both a privilege and necessity to maintain a public place of gathering and
fellowship for them. He then stated he believes he speaks for the majority of residents in saying that we
are willing to explore all possible means to continue to make available this physical community asset to
one of our most priceless assets which is our elders. Hence, our request for reconsideration of the vote of
the direction taken at the March 23`d meeting, and the initiation of an open, public process with the stated
intent of maintaining the Southshore Center as a community asset and resource. He thanked Council for
allowing him the opportunity to speak.
Bob Newman, 5230 Meadville Street, Deephaven, thanked Council for relocating its special meeting to
the Southshore Center and allowing him the opportunity to address Council. He stated there have been a
lot of hands on this issue for quite some time. It has been a frustrating experience for many because it has
taken a lot of time and involved more challenges than were anticipated. The resolution of this issue has
run beyond a self-determined deadline set by representatives of the Cities. The issue is complex and he
stated if it takes more time to solve the issue, then it takes more time. The community's seniors, as well
as the others that use the Center deserve that. No one ever said governing was going to be easy. He
doubted many of our constituents voted for us anticipating we would betray them and their interests.
When making decisions in government it's appropriate to consider using our calculators, but only with a
mix of employing our hearts and minds compassionately. Walking away from our responsibility to do
public good is an abdication of our basic responsibility and the trust reposed in us to create the greatest
public good. Dumping the Center is not in the public's best interest as evidenced by the attendance this
evening and the hundreds of petitioners. If the process stops the Lake Minnetonka Communications
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April 6, 2009
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Commission (LMCC) won't cease to exist; it can find another building. But, if it goes through, the
Center will cease and so will all the programs people participate in at the Center. The Cities' will loose
the opportunity to resolve the issues with the Center.
Mr. Newman then stated if the Cooperative Agreement between the Cities has flaws and wealuiesses of
ambiguity that this situation has uncovered, then we should learn and cure them but not use them as a
device to betray its intent. The fact that there are a number of people with polarity positions regarding the
interpretation of the Agreement is reason enough to call for forbearance, caution and patience. No one
person is at fault for the situation that we are in; we all are. It isn't the seniors would didn't find a
solution for the issue. We're the ones that didn't get it done. Why make them pay for our failure to
succeed in solving these problems and challenges. We owe them "a fight to the finish" to make this right.
He doubted any of the residents put us in office to quit on them; to pull the rug out from under their
interests. They want us to put forth whatever energy is required to make this work. They want us to do
their will, not ours. They want the Center to remain, and they want us to do our job to make that happen.
Mr. Newman went on to state he came this evening to reach out to the Shorewood Council; to suggest we
put our differences and histories aside for a common good. He also suggested decision makers sit down
at the same table side by side in partnership to rise as high as necessary to achieve a successful
resolution; we should not sit across from each others as adversaries. He stated those in attendance as well
as the petitioners represent a very strong community sentiment that is shouting, "Help!". Heroes come to
the rescue of those in need. Those who use the Center are asking us to be their heroes. They will
remernber how we respond. He asked the Shorewood Council to join him in saving the Center not destroy
it.
Mayor Lizee stated she wanted to move forward with this meeting's agenda, noting she will recognize
people who may want to speak during upcoming discussions. She requested the audience minimize noise;
there is no need to cheer, clap, stomp, etc. She also requested everyone remain civil and kind.
3. SOUTHSHORE CENTER
A. Memorandum of Understanding
Administrator Heck explained that during its March 23, 2009, meeting Council directed him to revise the
interim agreement for operating the Southshore Center between the Cities and the SouthShore Senior
Partners (SSSP) per discussions during the meeting, noting the agreement would be in effect until April
30, 2009. He was also directed to revise the Memorandum of Understanding (MOE) between the five
Cities to include the items discussed during that meeting. He noted Attorney Tietjen helped with the
revisions, and that the MOU would be a temporary amendment to the Cooperative Agreement.
Councilmember Woodruff stated he had not received a copy of the revised MOU in his meeting packet.
Mayor Lizee stated Administrator Heck had distributed it via email earlier in the day. Councilmember
Woodruff stated he not received it by 3:00 P.M. Councilmember Bailey stated he did not receive the
revised MOU either.
Administrator Heck recapped the changes to the MOU. The specific operating costs the Cities' would be
responsible for paying during the interim period were identified. An option to extend the MOU past April
30, 2009, by written agreement of two-thirds of the member Cities was added. The responsibilities of the
Cities were outlined.
Councilmember Woodruff stated that because neither he nor Councilmember Bailey has seen the revised
MOU lie asked Administrator Heck to review the specific changes that were made.
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April 6, 2009
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Administrator Heck reviewed the specific changes to the provisions in the MOU, noting the changes
were per the direction of the Shorewood Council at its March 23rd meeting.
9 Term (Item 1) - was changed to "unless extended or renewed by written agreement of
2/3rds of the Cities"; of 2/3rds was added.
Costs of Operation (Item 3) - "Such costs included any item related to the maintenance
and operation of the Center not covered by rental income received through April 30,
2009." was replaced with "Operational costs shall include: city utilities, natural gas,
garbage, electricity, recycling, and custodial services. All other costs shall be the
responsibility of the SSSP. " was added.
Rental Contracts (Item 4) - This item was added. "Effective March 15, 2009, no
additional rental contracts shall be made for the use of the Center. Current rental
agreements through April 30, 2009 shall be honored."
➢ Management Agreement (Item 5) - This item was added. "Should the Cities fail to
arrange for a new management agreement for the operation and programming of the
Center by April 30, 2009, the Cities agree to close the Center and begin the search for a
viable purchaser for the Center."
Councilmember Zerby stated he disagreed with the way the new Management Agreement provision (Item
5) was written. He did not think there was a need to add that item.
Councilmember Turgeon stated there needs to be something included about what happens if the Cities do
not reach an agreement by April 30t"; there won't be anyone to manage the Center after that unless a
management partner is found. There needs to be a deadline; after 18 months the Cities are not any closer
to reaching an agreement then they were at the start.
Councilmember Zerby stated that rather than look for a purchaser of the facility if a new management
agreement is not arranged, he suggested the Cities could start discussing the possibility of closing the
Center.
Mayor Lizee stated she had an issue with the Management Agreement (Item 5) addition. She thought it
was in the Cities' best interest to continue looking for a management partner to manage the Center. The
Cities have agreed to do that. She explained there have been three responders to the request for proposals
(RFPs) for management services for the Center. There is a meeting of the Southshore Center working
group (which includes one elected official and one other representative from each member city)
scheduled for April 7"' and during that meeting the group will discuss the RFPs. The wording of Item 5 is
limiting; the April 30"' deadline is very tight and will likely result in the Center being shutdown. Some of
the Cities' Councils meet monthly and will not have the opportunity to consider a new management
agreement by April 30"'. If the Center is closed on April 30"', there will a loss of rental revenue and there
will be a loss of goodwill. There are a number of individuals and groups who have contracted to rent the
facility between now and the end of December. She cited a number of examples of events that were
scheduled to be held at the Center. She suggested Item 5 be replaced with the following wording - "The
Cities shall arrange for a new management agreement for the operation and programming of the Center
by April 30, 2009, or as soon as possible.", clarifying "the Cities agree to close the Center and begin the
search for a viable purchaser for the Center" would be deleted from Item 5.
Councilmember Turgeon stated she could support deleting "and begin the search for a viable purchaser
for the Center" from Item 5. She questioned what would happen after April 30"'; there is no manager for
the Center. She agreed there are a number of rental contacts for after April 30t". Mayor Lizee stated she
hoped the Cities could extend the proposed interim management agreement with SSSP past April 30"'
There was Council consensus to change the wording of Item 5, Management Agreement as stated above
Councilmember Woodruff stated the Shorewood Council is very interested in finding a solution for the
Center. He thought Bob Newman, from Greenwood, made some good comments earlier in the meeting.
He stated there has to be some urgency on the part of the five Cities to reach an agreement. During his
tenure on the Council (which is a little more than two years) he has never thought there was a sense of
urgency. In fact, over the last few months he thought there has been a fair degree of squabbling about
what he perceived to be some fairly minor issues. He thought the current situation needed to be fixed
quickly with some end date in mind so people understand that this needs to be done. The April 30"' end
date was picked to motivate the Shorewood Council and the other Cities to reach an agreement.
XY7 n Seconded, ta Understanding
VV oodrul1rrmoved, 1 m UI georl approving he Memorandum of Regarding
the Interim Operations of the Southshore Community Center as amended in Item 5, Management
Agreement to say "The Cities shall arrange for a new management agreement for the operation
and programming of the Southshore Center by April 30, 2009."
Councilmember Zerby stated Item 4, Rental Contracts states "Current rental agreements through April
30, 2009, shall be honored." He did not think the Cities would want to give up any potential rental
income after that; lie thought it unlikely that any new owner could move into the Center by May I". He
suggested Item 4 be amended to possibly say the end-date would be when a purchase agreement was
executed.
Councilmember Turgeon stated there was no one in place to manage the Center after April 30th, and
there needed to be a cutoff date for closing the Center if a management partner cannot be found. The
Southshore Center working group is scheduled to meet the next day and it can discuss the RFPs. The
Cities' Councils can then determine if one of the RFP responders will make a viable management partner.
Mayor Lizee stated the fact that there are current rental contracts through December 2009 is a tenuous
issue, and she finds it difficult to renege on those contracts. The SSSP is currently volunteering to
operate the Center, noting the next item on the agenda is to discuss the interim management agreement
with SSSP. She stated that although she would be extremely pleased if an agreement could be reached
with a new management partner for the Center by April 30"', she did not think that was very likely. She
suggested Item 4, Rental Contracts be modified to say "All rental agreements shall be honored." This
would allow the Cities to work with a new management partner to help satisfy those contract
commitments.
Councilmember Turgeon stated she disagreed with Mayor Lizee's suggestion. She thought the April 30"'
date would serve as a motivator for the Cites to find a management partner. The MOU indicates with a
written two-thirds approval of the Cities the MOU could be amended to extend that date.
Councilmember Woodruff stated he assumed every person present was confused. He commented that he
had told a resident that to give a broad-brush explanation of what is going on and the issues that have to
be resolved would take 1.5 hours. There is no document, with the exception of the proposed MOU
currently being discussed, that addresses how the Cities must work together to keep the Center
CITY C- WOOD COUNCIL SPECIAL MEETING
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Page 8 o )
operational and who is responsible for what. The Cooperative Agreement between the Cities only
addresses the construction of the facility. There needs to be some type of agreement between the Cities.
The Shorewood Council agreed Shorewood staff could provide the needed administrative support in the
interim. To-date the other Cities have not yet agreed to compensate Shorewood for the bills it is paying
for Center operations. He thought April 30"' is an arbitrary date, but there needs to be some end date.
Mayor Lizee stated because there has not been any recommendation for a date other than April 30"', she
suggested all April 30"' dates in the MOU be changed to June 30t". That should give all of the Cities'
councils time to address this issue, and get public opinion on this issue.
Mayor Lizee asked the Shorewood Councilmembers to agree to change the April 30, 2009, dates to June
30, 2009, in the MOU.
Paula Callies, 20465 Radisson Road, stated the MOU and the entire Southshore Center issue is an
opportunity for the City of Shorewood to demonstrate leadership in building community resources
together, rather than be an example of how to dismantle community institutions. The Shorewood Council
is demonstrating an isolationist approach by potentially exercising the Shorewood Option. She referenced
former Greenwood Mayor Bob Newman's earlier statement about the necessity for the Cities to work
together to solve this issue. She cited an article published in the Star Tribune newspaper the previous
week which discussed the need for counties to work together to share resources. She stated the Cities
need to work together more, and a shared community center is one way of doing that. She thought
Councilmember Woodruff's cominents about having deadlines and Councilmember Turgeon's
requirement for setting an April 30"' deadline as a way to strongly motivate the other four Cities to reach
some agreement is applying behavioral management techniques that are not applicable to the situation
involving local government, not training a new puppy or two-year-old child. She thought the Shorewood
Council's approach of imposing artificial deadlines is disrespectful to the other four Cities and to the
citizens. If the direction of the Shorewood Council was to be to one of getting together with the other
Cities to find a way to make this work, she thought that people could make that happen. Instead, she
hears the Shorewood Council's direction to staff to be ceasing the operations of the Center on April 30t"
if the issues cannot be resolved. The April 30"' date is unrealistic; it does not allow for enough time to
accomplish what needs to be done. From a scheduling perspective alone it would be difficult. The
residents are expecting their leaders to show leadership in a positive direction in how to build the
conllnunity and maintain the institutions which have been in existence for many years. They should not
be giving direction in how to tear down the relationships that have been built over decades, which is what
she sees happening. She questioned the behavior exhibited this evening by some of the Shorewood
Councilmembers resisting to relocate this meeting. It didn't matter when they heard about the community
meeting [scheduled for 5:00 P.M. this evening]. There was no reason not to move. They expected the
attendees at the community meeting in the Southshore Center to come to the Council Chambers if they
wanted to hear Council's discussions. Their "we're in charge" attitude is not what she is looking for from
her elected officials. There needs to be creative problem solving demonstrated. Council needs to work on
building upon the structures that exist.
Councilmember Woodruff stated this was not a public hearing. Although former Councilmember Paula
Callies made some excellent points, Council was in the process of discussing the MOU.
Woody Love, 5390 Barrington Way, asked to be recognized in a point of order. Mayor Lizee recognized
Mr. Love. Mr. Love stated earlier in the meeting a spokesperson for those in attendance and the
petitioners asked Council to reconsider its March 23`d vote and to set a direction of a new process which
was public. Those individuals want this addressed during this meeting. He thanked Council.
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Mayor Lizee stated she will ask for that reconsideration after Council has discussed the next two items
on the agenda.
Councilmember Turgeon reminded the audience that the MOU between the Cities would be in effect
from March 1, 2009, through April 30, 2009. She stated Shorewood assumed a leadership role by taking
on the responsibility to serve as the fiscal agent for the Center during this interim period. She stated the
MOU is for an interim arrangement until the Cities can agree to a long-term arrangement.
Mayor Lizee asked the Councilmembers if they would be willing to change the April 30, 2009, dates in
the MOU to June 30, 2009. Although things could be resolved before June 30ti', it does give the Cities
more time to work together to find a management group.
Councilmember Turgeon asked who would be responsible for Center operations if there is no
management group.
Administrator Heck stated he had suggested to Mayor Lizee that the April 30, 2009, dates in the MOU
and in the interim agreement with SSSP be changed to June 30, 2009. Thereby, SSSP would manage the
Center until June 30`x'. He explained Council had requested a business plan for Center operations be
prepared. Two of the P.FPs are complete business plans for operating the Center. The Cities' councils
need to have the time to effectively evaluate those business plans and the new models for operating the
Center. He did not think the aggressive timeline of April 30`i' can be achieved. He strongly recommended
the timeline be extended to June 30d' to give the councils adequate time to evaluate the plans. He stated
that after evaluating the plans the Cities' councils can decide if they want to continue to participate in the
Center.
Without objection from the seconder, the maker of the motion amended the motion to change all
the April 30, 2009, dates in the Memorandum of Understanding to June 30, 2009.
Councilmember Woodruff stated it is incumbent on the other Cities to take this seriously. The MOU will
not go into effect until three of the other four Cities agree to it. He encouraged residents from the other
four Cities to ask their councils to approve the MOU.
Motion passed 5/0.
B. SouthShore Senior Partners Interim Agreement
Administrator Heck noted the revised interim agreement between the five cities (the Cities) and
SouthShore Senior Partners (SSSP) for management services to operate the SouthShore Center had been
emailed to Council earlier in the day.
Administrator Heck reviewed the specific changes to the provisions in the interim agreement, noting the
changes were per the direction of the Shorewood Council at its March 23rd meeting.
➢ Scope of Services, Item 2.a - was changed to say "In-kind services including opening the
Center at 8:00 a.m. for activities and closing the building at 4:30 p.m."
➢ Scope of Services, Item 2.b - was changed to say "Allow renters to use and access the
Center's kitchen and equipment, tables, and chairs."
➢ Scope of Services, Item 2.d - this item was added and states "Provide a list of individuals
and organizations who have keys or knowledge of key lockbox codes."
CIT 8' C ga _ WOOD COUNCIL SPECIAL MEETING
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Use of Center by SSSP, Item 3 - this statement was added at the end "Furthermore, the
Cities shall have the right to schedule other activities and programs during the day time
hours so long as these activities and programs do not conflict with SSSP programs."
Payment to Cities, Item 5 - these two items were added: "c) provide payment to the City
of Shorewood as stipulated in (a) above before execution of this agreement; d) should the
agreement extend beyond April 30, 2009, provide to the City of Shorewood, rent in the
amount of $600.00 by the first day of each month that the agreement is extended."
Heck noted that based on the previous discussion the statement in Item 5 "SSSP shall pay to the City of
Shorewood (as agent for the Cities) the following: a) $1,200.00 for use of the Center during the term of
this agreement" will have to be technically amended to indicate SSSP must pay $600 in rent by the first
day of each month.
Mayor Lizee asked Attorney Tietjen if the addition to Item 3 "Further more, the Cities shall have the
right to schedule other activities and programs during the day time hours so long as these activities and
programs do not conflict with SSSP programs." conflicts with Item 4, Rental Contracts in the MOU
which states "Effective March 15, 2009, no additional rental contracts shall be made for the use of the
Center." Administrator Heck stated it does, but he can make a technical change (which would not require
another motion) such that Item 4 in the MOU would allow the Cities to rent the Center though June 30,
2009.
Zerby moved, Woodruff seconded, approving the agreement for the operation of the Soutlishore
Center between the Cities of Shorewood, Deephaven, Excelsior, Greenwood and Tonka Bay and
the SouthShore Senior Partners subject to all April 30, 2009, dates in the agreement being changed
to June 30, 2009, and anything relating to the April 30r" dates being changed accordingly.
In response to a question from Councihmember Woodruff, Administrator Heck explained that he had sent
the original agreement to SSSP, noting no one other than the Shorewood Councilmembers have seen the
revised agreement being discussed.
Tom Anderson, 4640 Oak Kent Road, Deephaven, stated he was on the SSSP Board. The chair of SSSP
was not able to attend this meeting; therefore, he was going to speak on SSSP's behalf. He noted the
SSSP Board was going to meet on April 13`x' and should be able to act quickly on this issue. He stated
SSSP thought the original interim agreement was fine, and SSSP proposed making that a long-term
agreement. Baring any significant changes to the original agreement there should not be an issue. He
asked Council to consider one thing. He explained because of the turmoil that has occurred with regard to
the future of the Center, it is been very difficult to get potential renters to commit to renting. The Church
that was renting the Center has rented somewhere else because it was informed the Cities were not going
to renew its contract. The Excelsior-Lake Minnetonka Historical Society is looking for a new space to
rent because they were told its lease arrangement would be terminated. Those two losses amount to an
approximate $12,000 loss in revenue per year. He recommended that if a rental is made there be
guaranteed a 90-day notice of cancellation; it would be unlikely that if the Center were sold that someone
would assume possession within less than 90 days.
Administrator Heck clarified he spoke with representatives of the Church and the Historical Society, but
he did not direct them that they had to find new space. What he did say was he did not know what was
going to happen to the Center as of April 30t". This evening Council has decided to extend the date to
June 30t", and he is fairly confident there will be a plan before that time. He did tell them that because he
was unsure they may want to consider alternative space.
Mayor Lizee stated she hoped they could be contacted and the issue clarified.
CITE' OF S] -EWOOD COUNCIL SPECIAL MEETING
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Kristen Dowell 644 Third Avenue, Excelsior, stated she is the President of the Excelsior-Lake
Minnetonka Historical Society. The Society supports the Southshore Center and it really wants to make it
work. At Administrator Heck's suggestions and based on the Society's concern it is looking for other
space, but no decisions have been made. She noted the Society's archives are stored in the Center.
Motion passed 5/0.
C. Shorewood Option and Lake Minnetonka Communications Commission Offer
Administrator Heck stated in a memorandum to Council dated April 2, 2009, he identified a few items
Council must discuss if Council chooses to move forward with exercising the Shorewood Option. The
most important question Council must address is does it want the City to be the sole proprietor of the
Southshore Center should the offer by the Lake Minnetonka Communications Commission (LMCC) to
purchase the Center not come to fruition. If the answer to that question is "no" then discussions with the
LMCC must end; Shorewood is not the sole owner of the building and negotiations with the LMCC
should proceed with the five Cities owning the facility. The answer to the question will direct what
further discussions should occur during this meeting.
Mayor Liz6e asked if Administrator Heck and Attorney Tietjen if they would consider that a
reconsideration of the direction Council set during its March 23, 2009, meeting. Heck stated it could end
that way.
Mayor Lizee stated Council was asked earlier by a member of the audience if it was willing to reconsider
the motion that was passed during Council's March 23rd meeting. That motion included exercising the
Shorewood Option and entering into negotiations with the LMCC regarding its offer to purchase the
facility. She explained there are three Councilmembers who voted on the prevailing side of the motion
who can open that up for reconsideration, and she asked if one of them would reconsider the March 23rd
motion.
Zerby moved to reconsider the March 23, 2009, motion.
Councilmember Zerby noted he was not in attendance at the March 23rd meeting. He stated he was not in
favor of exercising the Shorewood Option for a number of reasons. One of the reasons is the cost to
Shorewood to acquire the Center. He explained the meeting packet contained a memorandum from the
City's Finance Director, and her conclusion states "A sale as proposed would result in a cumulative loss
to the cities of about $282,000 That would be on Shorewood's shoulder. Shorewood has already paid
for more than one-half of the cost for the facility. Shorewood's total actual contribution amount was
$448,136. Council is considering writing checks totaling $311,000 to acquire the facility, and then
potentially selling it for an estimated $340,000 not including interest. He stated that is ridiculous. That
would end up costing the Shorewood taxpayers approximately $300,000 at a minimum. He cannot
imagine the City taking on that burden. If Council wants to sell the facility, he asked why Council would
not want to spread the loss among the Cities.
Councilmember Bailey stated at this point he was not in favor of reconsidering the motion.
Councilmember Woodruff reiterated a statement he made earlier in the meeting. The motion that was
made and approved during the March 23rd meeting had multiple parts to it. A number of people, including
Councilmember Zerby, seem to want to put all of the parts of the motion together to make it one
continuous whole. From his perspective that was not the intent of the motion, and it is not a requirement
that all parts happen at once. During the March 9"' Council meeting he made a motion to exercise the
S-'_ WOOD COUNCIL SPECIAL, MEETING
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F ;e 12 of 10
Shorewood Option, and that motion failed. Over the last two plus years the Cities and the Friends have
struggled to agree on almost anything related to the Center. From his vantage point he believes that the
Shorewood Council acting by itself and representing the City of Shorewood and the interests of the other
Cities can expeditiously get this done. His March 9d1 motion was made on that basis. Currently there are
25 council members that have input into decisions, and two-thirds of the Cities have to agree to any
changes regarding the Center. From his vantage point that is an untenable position. His March 9`" motion
was designed to deal with that by getting it to the point where Shorewood could make decisions about
what should happen to the Center for the benefit of the community. He believes Council can agree to
have the City acquire the Center, and he is still strongly in favor of exercising the Shorewood Option. He
is not in favor of reconsidering the March 23rd motion.
Woodruff stated the potential sale of the Center to the LMCC is another topic. Council has not
entertained an offer from the LMCC, and it has not had any negotiation with the LMCC of any
magnitude. Council has not made a decision to sell the Center to anyone. As a Councilmember, he is
perfectly willing to have Shorewood take on the responsibility of owning and managing the Center as a
community resource. He has had input from residents recently stating they wanted the Center to remain
operational. The audience, and the petitioners have expressed a strong interest in making that happen. He
has had a number of people tell him they are willing to pay the cost for that. From his vantage point the
decision the Shorewood Council ought to be making is should Shorewood become the sole proprietor of
the Center and be responsible for it in its entirety, noting he thought that could work. He suggested the
potential sale to the LMCC be taken off of the table as part of this discussion as it is clouding the
discussion about Shorewood buying the Center.
Mayor Lizee challenged Councilmember Woodruff's comments because Woodruff talked about
accepting the LMCC's offer during the last Council meeting. Since that meeting the LMCC has further
clarified its terms sheet. There is no legal purchase agreement from the LMCC; the LMCC purchase
agreement is contingent on two-thirds of its 17 member cities agreeing to acquire the facility. Shorewood
does not own the facility and therefore cannot negotiate a sale of the facility.
Mayor Lizee asked if there is a motion to reconsider the March 23rd motion.
Councilmember Zerby stated he made that motion.
Councilmember Turgeon stated Councilmember Zerby can't make that motion.
Councilmember Woodruff stated as a point of order Councilmember Zerby can't make that motion.
Mayor Lizee stated it depends on if Council follows Roberts Rules of Order or not, noting sometimes
Council does and sometimes it doesn't. She stated earlier she had asked if one of the three
Councilmembers who voted on the prevailing side of the motion would make a motion to reconsider the
March 23rd emotion because according to Roberts Rules of Order only a Councilmember who was on the
prevailing side of the motion could do so. She asked Councilmember Turgeon if she was willing to make
that motion, to which Turgeon responded no.
Mayor Lizee stated discussions should now move on to discussing Administrator Heck's memorandum
about "Decision / Action: follow through with the Shorewood Option or not?".
Councilmember Turgeon explained the reason she was not willing to reconsider the March 23rd motion is
because she agrees with a lot of what Councilmember Woodruff had said. It would be a lot easier for
Shorewood to run the Center on its own. In order for Shorewood to do that it would have to exercise the
CITY 0-1 OD COUNCIL SPECIAL MEETING
April 6, 2
Page 13 of 2
Shorewood Option, and there are a number of things that must be done prior to acquiring the Center. Her
goal is to have Shorewood be the sole proprietor of the Center and run it.
Administrator Heck stated it appears Council wants to move forward with exercising the Shorewood
Option. He reviewed the actions Staff recommends be taken based on that direction. Shorewood must
obtain a written affirmation from Greenwood that Shorewood can exercise the Option; Deephaven and
Tonka Bay have already agreed to it and Excelsior disagreed with it. The City Attorney must be
authorized to conduct the necessary title work for an approximate cost of $400. It's anticipated it will
take two weeks to complete that task. Council needs to authorize payments to the other four Cities. There
are two options for doing that. One is to make installment payments to the Cities over 10 years at an 8
percent interest rate. Staff does not recommend that option. Staff recommends the City make lump sum
cash payments to the other Cities in amounts indicated in the cooperative agreement, totaling $311,000.
Council needs to decide which fund to take the dollars from to make the payments. Council needs to
direct Staff to prepare a contingency plan for the Center should the deal with the LMCC fall through.
This plan should outline use and access, rentals, review of rentals, programming partnerships, covering
operational costs, etc. Council needs to take action on the last four of those items in order to continue
moving forward with executing of the Shorewood Option.
Mayor Lizee stated she was not sure it was necessary to trigger the Shorewood Option. The facility is
owned by the five Cities and she hoped they could work out some arrangement. If the other Cities wish to
terminate their participation in the Cooperative Agreement they can do so without having Shorewood buy
the Center. If they all withdrew Shorewood would run the Center, without having to pay them anything
until the facility is sold or liquidated. Administrator Heck stated if a City decides to withdraw from the
Agreement it would no longer have a voice in decisions relating to the Agreement and it would not have
to pay any of the costs incurred. Should the facility be sold or liquidated a withdrawing City would
receive the amount of its original contribution less its share of the operational costs during the period
they were no longer an active participant.
Mayor Lizee stated it seemed it would not be prudent for Shorewood to purchase the facility; it would
cost the City $311,000. The other Cities could terminate their participation and Shorewood could run the
Center. She questioned how good of an idea it would be to take dollars out of any City fund (e.g.; the
Sewer Fund, the Liquor Fund) to purchase the facility during these economic times.
Niclcie Craig, 731 2" d Avenue, Excelsior, stated she serves on Excelsior's Planning Commission, she has
been on the visioning committee which worked cooperatively with Shorewood, and she has worked with
the Historic Preservation Society. She is well aware that it takes time to move things along when working
with large groups or groups comprised of individuals with varying interests and perspectives. But that
system provides a much needed system of checks and balances. She expressed concern with
Councihnember Woodruff's comment about his thinking it was reasonable to exercise the Shorewood
Option because trying to get 25 people to agree is difficult. It is difficult to get large groups of people to
work together to reach consensus, but that is what leaders are supposed to do. Kindergartners are taught
how to work together. If people don't work together, then people tend to become a little dictatorial and
too radical. She would hate to see the Shorewood Council take everyone else out of the equation just
because it's a little difficult to get along. The Shorewood Council seems to think it can run the Center
better by itself, maybe it can and maybe it can't. There are people who don't agree with that and do want
to be involved with Center. If the Cities make a decision to withdraw that would be a very different and
more reasonable scenario. But to say you don't want to be very cooperative and you don't want to take
the time is not the right approach. The issue of the Center is a complicated one with long-term
consequences. This issue warrants taking the time and having the patience to work through it.
CITY OF S_._ WNCIL SPECIAL MEETING
April 6, 200)
Page 14 of 20
Councilmember Bailey stated he agreed with Councilmember Woodruff. The important implications of
the Shorewood Option are if we want to keep the Shorewood Center operational with a new business
model, he thought it would be important to have largely one management organization (which would
basically be the City of Shorewood) running the Center. Tonight Council has been discussing some ways
to make the operation of the Center viable going forward. In practice we have found having five Cities
running the Center doesn't work well. Recently the Cities have had difficulty agreeing on how to run the
Center for one month, let alone for multiple years. Shorewood has been the largest contributor to the
Center; it has contributed well over 50 percent of the cost. Yet, Shorewood has one vote out of five in
terms of running the Center. The way things are structured today, if the roof needed to be replaced
Shorewood would have to pay 50 percent of the cost to do so. The Cooperative Agreement is not well
structured in terms of trying to keep the Center functioning well. For those individuals who are strongly
interested in keeping the Center a viable, functioning operation then it is irncuunbent upon Shorewood to
take the responsibility to acquire the Center from the other four Cities and to try and develop a
management plan that will make the Center function. From a financial perspective the Center is in a lot
of trouble. The only way he sees to get out of the bind is for Shorewood to exercise the Shorewood
Option and move forward.
Councilmember Zerby stated the way Councilmembers Bailey and Woodruff talk about exercising the
Shorewood Option sounds very noble. They indicated Shorewood will add solvency to the operation of
Southshore Center and it will stream line the operation of the Center. It sounds very nice. But, what is on
the table is more tangled than that. The LMCC has presented an offer, Council has discussed the offer
and the LMCC has discussed the need for a conditional use permit from Shorewood to allow it to make
the changes the LMCC thinks are necessary to the building and garage near the building. There has been
discussion about the need for a title search; there is lack of clarity of who owns what property. There is a
lot more going on than simply members of the Shorewood Council recognizing the need to purchase the
Center and make it "float". Resolving the issue of the long-term future of the Center takes time. During
his first tenure on the Council he was involved with the creation of the joint powers agreements for
public safety services. During that time the Cities became involved in legal proceedings about how costs
for public safety services should be split. It's been necessary for the South Lake Cities to work together
cooperatively on a variety of issues. The Shorewood Council can try and force reaching consensus within
60 - 90 days, but it's foolish to think the Cities can agree to a new Cooperative Agreement in that short
amount of time.
Councilmember Woodruff stated he wanted to make a few comments based on reactions he was
observing from the audience with regard statements made about payments to the other Cities and the
Shorewood Option. When the Cities entered into the Cooperative Agreement in 1996 to build the
Southshore Center, the Agreement included a provision which has come to be referred to as the
Shorewood Option. The Shorewood Option specifically states conditions under which Shorewood has the
option to acquire the facility. From his vantage point more than a few of those conditions have been
satisfied by things that have transpired over the last two months. Shorewood is not usurping anything,
stepping out of line nor doing anything "under the table". The Agreement clearly specifies what
Shorewood would have to pay the other Cities if it chose to acquire the facility from the other Cities. The
Agreement also states should Shorewood acquire the facility and sell it within ten years, Shorewood
would have to proportionately share any proceeds in excess of what it took to construct the facility with
the other Cities. Council has voted to move forward with exercising the Shorewood Option. From his
vantage point there is no question about what the City can do under the Cooperative Agreement.
Councilmember Turgeon stated part of moving forward with the Shorewood Option is not a bad thing
because there is some confusion about the deed and title to the building. If a City were to terminate their
participation it would be worthwhile to know how the deed and title to the building are actually
registered, and who owns the land under the building. That task will take about six weeks. She
CITY OF SHO WOOD COUNCIL SPECIAL IY1F 3
April 6, 2009
Page 15 of 20
commented the LMCC cannot apply for a conditional use permit (C.U.P) because it does not own the
building.
Mayor Lizee agreed the LMCC cannot apply for a C.U.P. to modify the building because it does not own
it; but it tried to. She stated LMCC representatives came to the City to make an application for a C.U.P.
She conunented Shorewood could not apply for a C.U.P. to remodel the facility because it is not the sole
proprietor; all five Cities would have to apply for it.
Lizee stated she did not think it was prudent for Shorewood to exercise the Shorewood Option because it
would result in Shorewood paying the other four Cities a total of $311,000 to acquire the Southshore
Center from them. If the other Cities want to terminate their participation in the Agreement they can do
so; Shorewood does not need to pay them to do that. She thought it would be a bad idea to use City funds
which could potentially be used for other purposes to purchase the facility. She noted she has a copy of
the original Cooperative Agreement and lease agreement between the Cities and the Friends. She
explained the Agreement included the following statement which is located just before the provision on
the Shorewood Option: "At the termination of the lease term or termination by action and approval of the
Cities the Center may be sold subject to the following:". She stated Shorewood needs action and approval
by three of the other Cities. She emphasized the Agreement said "may be sold" and not "shall be sold"
and it does not require the City not terminating their participation to buy out those that are.
Mayor Lizee asked the other Councilmembers if they intended to follow through with exercising the
Shorewood Option.
Woodruff moved, Bailey seconded, authorizing the City Attorney to conduct the necessary title
work.
Mr. Tom Anderson stated he, along with many of the people in the audience, is confused. The dialogue
by some of the Councilmembers this evening has been if Shorewood exercises the Shorewood Option to
acquire the facility, its intent is to continue to operate it as a community center. He asked Council if that
meant the LMCC's offer is no longer being considered by Council. The Councilmembers did not respond
to his question.
Reverend Andrew Waldo stated he is perplexed. He then stated he had not yet heard a single comment
from any citizen in support of Shorewood exercising the Shorewood Option. He has only heard three of
the Councilmembers express their support of doing that. He questioned whose interests were being
represented if Council takes that action. The audience and the petitioners have spoken in a relatively
unified voice that they oppose this.
Scott Keen 5665 Echo Road, asked Council if people should understand the offer from the LMCC is
completely off the table.
Councilmember Zerby stated that although the discussions of other Councilmembers have sounded noble,
if their intent is to sell the Center then their continents are nothing more than a hollow promise.
Mayor Lizee asked the Councilmembers whose interests would be served by exercising the Shorewood
Option. She also asked if they were intent on encouraging a purchase offer from the LMCC.
Mr. Keen stated he would like to apologize for his behavior earlier in the meeting, but he can't. He stated
he did not understand why Shorewood can't manage the Southshore Center for a while when it is still
owned by all five Cities. It doesn't make sense to him from either a fiscal perspective or management
perspective for Shorewood to bully its way to acquire the Center and manage it. That seems like a lot to
CITE' C- F .x ,WOOD COUNCIL. SPECIAL MEETING
April 6,20L__
Page 16 of 20
take on for one city. He explained that when the Shorewood Council managed its liquor stores it didn't
work out very well and Council decided to sell them. That experience does not give him a lot of hope for
the Southshore Center if Shorewood acquires the Center. He stated the process by which the decision
was made in general reflects a disdain for public interest and a relative true ignorance for fiscal
responsibility. That really disappoints him. He noted when Councilmembers Bailey, Turgeon and
Woodruff campaigned for Council seats last fall they ran on platforms of fiscal responsibility; doing
what is best for the citizens of Shorewood and investing the residents' tax dollars wisely. He stated they
repeatedly have shown a true lack of perspicaciousness in making these decisions.
Mr. Keen went on to state the people in the audience are not idiots, yet some Couneilmembers are
speaking to us as if we are. Everything they have spoken sounds like a parent talking to a child. When the
earlier part of this meeting was being conducted in Council Chambers and Council was asked to relocate
the meeting to the Southshore Center, Couneilmembers spoke to the audience like idiots and like
children. When the meeting start time was discussed, Councilmember Turgeon stated she had made the
decision to start this meeting at 5:30 P.M. two days after the March 23rd Council meeting and that's fine;
but one of the Councilmembers was quoted in a newspaper published on either April 3rd or April 4°i as
having said "you didn't want to be here until midnight". He thought that continent was very disrespectful
and full of disdain. The statement shows how you feel about your constituents. He explained that
Council's March 23rd vote did not inherently approve the sale of the Center, but it in no uncertain terns
set the wheels in motion for a sale. From the beginning this issue was approached from a cynical and
pessimistic perspective with little regard for input from Shorewood residents. If no decisions have been
made and no deals are being considered as Councilmembers have said there is a considerable amount of
conflicting information in the meeting packet for this meeting. He noted Councilmember Bailey stated
earlier that if the roof on the building caved in Shorewood would be on the hook for 50 percent of the
cost to fix it. If Shorewood becomes the sole proprietor then it will be on the hook for all of it. He then
stated he appreciates Council's time and everyone else's in attendance this evening. He stated he
genuinely respects the Councilmembers, and noted it a hard job to serve in that capacity. But, he did not
think the Councilmembers were doing a very good job.
Mayor Lizee called for a vote on the motion on the table which is to authorize the City Attorney to
conduct the necessary title work.
Motion passed 4/1 with Lizee dissenting.
Bridget Donahue Borgenson, 5485 Grant Lorenz Road, stated she still wants to know if Council intends
to sell the Southshore Center to the LMCC. The decision to not rent the Center after June 30, 2009, will
result in a loss of income for the Center and hurt its financial stability. If Council was truly interested in
having Shorewood manage the Center and if it was truly interested in fiscal responsibility, than why
would Shorewood need to buy it? She expressed concern about the statement that there is nothing going
on under the table because one of the Councilmembers who is making many of the motions is on the
Board of the LMCC. She considers that a conflict of interest. She thought that in the spirit of fair play
that Councilmember would recuse himself from any discussion about selling the Center to the LMCC.
Mr. Bob Newman clarified he is the former Mayor of Greenwood; he not representing the City of
Greenwood. This evening he has been addressing Council as a concerned citizen. He noted he has been
asked to participate on the SouthShore Senior Partners (SSSP) organization. He stated earlier he had
made a point about the many differing opinions and polarity positions about the Cooperative Agreement,
in particular about the right for Shorewood to unilaterally exercise the Shorewood Option. There are
three Councilmembers in this room that believe Shorewood has the authority to exercise the Option
unilaterally. Their rationale is based on the Friends of the Southshore Center dissolving. Whether or not
the Friends action gives Shorewood the unilateral authority is very much open to interpretation and
CITY _ _ _ _ ~I7l~dCII SPECIAL MEETING
Apra: 6, ;
Rage 17 t0
differences of opinion. There are many, many people in this room and in this community who disagree
with those three Councilmembers interpretation; they believe four of the five Cities have to approve
Shorewood exercising the Shorewood Option.
Mayor Lizee stated she earlier asked Council if it would reconsider the motion it passed during its March
23rd Council meeting, noting the motion included Shorewood exercising the Shorewood Option. The
three Councilmembers on the prevailing side of the motion have refused to reconsider it. Therefore, it
appears the majority of the Shorewood Council is still interested in following through on Shorewood
exercising the Shorewood Option to acquire the Southshore Center and become the sole proprietor.
John Anderson, 200 George Street, Excelsior, stated his signature [as Mayor of Excelsior] is on the
bottom of the original Cooperative Agreement. He was proud to be a member of the five Cities that
signed a document to put together the Southshore Center. The Center has been in place for a long time
and has been very successful. It would take just a very careless act on the part of one City to destroy it. It
would be a shame. This evening there has been discussion about various options and trying to work
issues related to the Center out with the other Cities; he thinks that is the way it should be done. This is
not an easy process for anyone and he applauded all people who have been involved in that process for
their time and effort. When the Cities originally prepared the Agreement to build a Center where all
members of the community would like to go, the participants struggled; it was not an easy process. He
understood it's not easy for the Cities now. But, it's important to do what is right and fair for everyone,
especially the seniors. He corninented he was not a senior citizen at the time he signed the Agreement but
he is now and he is very proud of that. He is also proud of what the Cities did in 1996 when they entered
into the Agreement to build the Center. He stated to be part of the process to continue to make the Center
work, rather then do things that would create stumbling blocks and build walls, should make people feel
proud. You will be able to tell your constituents that you made it work. It can work. We know it's
important. We know it's not the dollars. It's a political process. Sometimes Councilmembers have to say
they don't agree with something but vote in favor because it would be best for the larger community and
a larger number of people. Someday the Councilmembers will become senior citizens, and he hopes there
is a community center for them to go to like so many in this community have done.
Mayor Lizee thanked Mr. Anderson for his comments and for seeing the big picture more than 13 years
ago.
Lizee asked Administrator Heck what he recommends should happen next.
Administrator Heck stated his memorandum to Council dated April 2, 2009, identified a number of
recommended action steps. He explained there is a meeting of the Southshore Center working group
scheduled for April 7`1' and during that meeting the Cities' representatives can evaluate the three
proposals that were submitted for providing services to operate the facility and coordinate programming
at the Center. The LMCC submitted a revised offer on March 18 to Shorewood in the form of a terms
sheet to purchase the Center. The motion made during the March 23rd Council meeting included directing
Staff to enter into final negotiations with the LMCC for the sale of the building to the LMCC. That
direction was taken. He has met with the LMCC and he has told the LMCC that it is difficult to negotiate
because Shorewood does not own the facility. The City Attorney has been directed by Council this
evening to do the necessary title work, but Shorewood still will not solely own the building. Staff
recommends Council request the LMCC receive approval from two-thirds of its member cities to acquire
the facility prior to having any further negotiations with the LMCC. Shorewood would be taking a
financial risk to acquire the facility for the possible sale of the facility to the LMCC if the LMCC does
not have a guarantee that the purchase of the Center is a viable opportunity. He also recommends the
process continue for having a commercial appraisal done for the facility. The meeting packet includes a
memorandum from the City's Finance Director which states, that for insurance purposes, the facility is
CIT" C >UNCIL SPECIAL MEETING
Aprf~
Page 18 r b
valued at approximately $1.19 million. The commercial appraisal may be less than that amount; he has
no idea what it may be. It is very important for due diligence and fiscal responsibility to find out what the
fair market value of the facility is.
Councilmember Turgeon stated she did not have a problem with Administrator Heck's recommendations.
Mayor Lizee stated she did not have a problem with Administrator Heck's recommendations. She stated
she wanted the LMCC to withdraw its offer and follow the correct channels of obtaining approval of two-
thirds of the 17 LMCC member cities to purchase a building, and then the LMCC can submit an offer to
purchase the Southshore Center. She then stated she is not comfortable just tabling the LMCC's offer;
she wants the offer withdrawn before there is any further work done on the commercial appraisal of the
property. It has to be part of this agreement.
Laurel Day, 25 Pleasant Avenue, Tonka Bay, stated he wondered how it could go so wrong in 12 years.
He then stated he truly believed Councilmember Woodruff owed the audience a big apology because
Administrator Heck just contradicted Woodruff's earlier statement that Shorewood did not have an offer
with the LMCC.
Mayor Lizee stated she did think there was a lot of confusion this evening and she was distressed to hear
Councilmember Woodruff s conunents because what he said was not absolutely correct.
Mr. Day asked if the LMCC has the right to purchase the facility before any else. He also asked if there
was any publicizing of the fact the facility was for sale. Mayor Lizee stated there was not; it was never
advertised for sale. He asked why not. He stated there are good community action oriented people in the
community. He commented that he volunteers at the American Legion; he is the Commander there. He
stated maybe someone else, such as the American Legion, wants to purchase the facility, noting the
Legion has approached Shorewood before about wanting to redevelop the northwest corner of County
Road 19 and Smithtown Road. He stated maybe the Legion could move into the Center, and the seniors
could still use the facility. He explained all five of the member Cities have a park system which caters to
the youth and young adults. He questioned if Shorewood spent more on its park system than it does on its
roadways. He asked if the Cities are going to fund its park system for the youth, young adults and even
adults then why can't they fund something for the seniors.
Mayor Lizee stated the building was never listed for sale, and Shorewood did receive an offer from the
LMCC. She was not sure what uses were allowable by the Shorewood Zoning Code for the property. She
cited a statement Councilmember Zerby made about one month ago which was the Southshore Center
provides life-cycle recreation for the community. She stated for juniors, seniors, adults and kids.
Ms. Nickie Craig stated she had a procedural question. This evening she learned that the Shorewood
Council passed a motion at its March 23`a meeting on a 3-to-1 vote, noting Councilmember Zerby did not
attend that meeting, and one of the three Councilmembers on the prevailing side of that motion is a
mennber of the LMCC Board. She asked who that Councilmember was, and the response was
Councilmember Woodruff. She explained she is an appointed member of the Excelsior Planning
Commission and the Comnission has by-laws which talk about the need for Commissioners to recuse
themselves from discussions and voting when it could be perceived they could have a conflict of interest
with or receive benefit from a consideration. She asked Attorney Tietjen if there was a conflict of interest
for Woodruff. She explained if Woodruff had recused himself from that vote, it would not have passed
because there was no majority vote.
Attorney Tietjen stated it is her opinion that Councilmember Woodruff's membership on the LMCC does
not create a legal conflict of interest for him; he does not have a personal financial interest in the
CITE' 7= OIL Ct9UNCIL, SPECIAL MEETING
April--, ` !9
Page 19 of 1-
outcome of any potential sale by Shorewood to the LMCC. Woodruff does not legally have to recuse
himself from the discussion or proceedings.
Ms. Craig stated it would be a big issue if he should have had to recuse himself in the vote because there
would not have been a majority vote. It could easily appear that Woodruff was someone who could push
along the LMCC's interest even though he does not have a financial interest in the LMCC. She thought it
should be addressed.
Councilmember Woodruff explained this Council appointed him as one of the two representatives to the
LMCC. The other representative is a private citizen and is a member of the LMCC Executive Committee
(the equivalent of a board). He is not a member of LMCC's Executive Committee. He stated he had made
it very clear to the LMCC Executive Committee that he would not participate in any discussions the
LMCC Executive Committee has had relatively to crafting any offer to Shorewood or in any negotiations
with Shorewood about acquiring the facility. He is aware of what the LMCC is doing. He has also told
that Committee he would recuse himself should this come to a vote, noting Shorewood's other
representative did the same. He is here representing the City.
Mr. Scott Keen agreed the LMCC should withdraw its offer for the Center. He stated earlier in the
meeting Councihnenioer Woodruff stated to clear things up for all of those in the audience that can't
understand it, let's get the LMCC's offer off of the table. He thought Council needed to go back to that
issue of should the offer be taken off the completely. As long as the offer is there he does not trust
anything that some of the Councilmernbers are saying.
Mr. Woody Love stated he has spoken with the Executive Director of the LMCC and she was very
specific that the LMCC was solicited by a council member for this purchase. The LMCC did not
approach the Shorewood Council. He does not know which council member it was. This was quote by
the Executive Director of the LMCC.
Lizee moved, Zerby seconded, directing Staff to have a commercial appraisal done for the
Southshore Center, requiring the LMCC to follow the appropriate channels to obtain approval
from two-thirds of its member cities to purchase a building, and requiring the LMCC to withdraw
its offer to purchase the Southshore Center from Shorewood.
Councilmember Turgeon stated she could support the first two parts of the motion. She did not think it
was necessary for the LMCC to take the offer off the table because the LMCC terins sheet states a
purchase agreement is contingent on the LMCC obtaining approval of two-thirds of its member cities.
Administrator Heck stated the LMCC tern sheet specifies the purchase agreement has to be executed by
April 15, 2009. Turgeon stated another one of the LMCC's requirements was four of the five Cities had
to approve Shorewood's exercising of the Shorewood Option. Turgeon based on those two requirements
the LMCC's offer is basically off the table.
Mayor Lizee stated if the offer is gone it should be out of there. The City of Shorewood doesn't own the
building and can't take an offer on it from the LMCC.
Councilmember Zerby stated the LMCC's offer is not valid, with which Mayor Lizee concurred.
Councilmember Bailey stated he would support the motion. It is incumbent on the LMCC to get majority
approval of it member cities to purchase the facility. He thought that was quite reasonable.
Councilmember Woodruff stated he can somewhat share Councilmember Turgeon's option that there is
no need to require the LMCC to withdraw its offer as it is somewhat of a moot point. He can support
CITY OF SHO wf COUNCIL SPECIAL MEETING
April 6, 2009
Page 20 of 20
getting a commercial appraisal as that would be a prudent thing to do for insurance purposes. He thought
the LMCC has to decide what it wants to do. The LMCC submitted a "deal sheet". Shorewood cannot
require the LMCC to rescind it. The LMCC can do that if it wants. He then stated he will go along with
the motion.
Motion passed 5/0.
4. ADJOURN
Turgeon moved, Woodruff seconded, Adjourning the City Council Special Meeting of April 6,
2009, at 8:10 P.M. Motion passed 510.
RESPECTFULLY SUBMITTED,
Christine Freeman, Recorder
ATTEST:
Christine Lizee, Mayor
Bri eck, ~mmistrator/Clerk