Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
June 07, 2016
TENTATIVE AGENDA Shakopee City Council Regular Session 7:00 p.m. June 7, 2016 LOCATION Council Chambers City Hall 129 Holmes Street South Shakopee Mission Statement The Mission of the City of Shakopee is to provide the opportunity to live, work and play in a community with a proud past,promising future, and small town atmosphere within a metropolitan setting. Agenda items are tied to the following long-term goals that support the City's strategic vision as noted after each agenda item. A.Keep Shakopee a safe and healthy community where residents can pursue active and quality lifestyles. B.Positively manage the challenges and opportunities presented by growth development and change. C.Maintain the City's strong financial health. D.Maintain improve and create strong partnerships with other public and private sector entities. E.Deliver effective and efficient public services by a staff of well-trained,caring,and professional employees. F.Housekeeping item. Mayor Bill Mars presiding 1. Roll Call 2. Pledge of Allegiance 3. Approval of Agenda 4. Consent Business - (All items listed in this section are anticipated to be routine. After a discussion by the Mayor there will be an opportunity for members of the Council to remove any items from the consent agenda for individual discussion. Those items removed will be considered following the Public hearing portion of the agenda. Items remaining on the Consent Agenda will not be discussed and will be approved in one motion.) A. Police and Fire 1. *Cooperative Agreement for Public Safety Information and Radio Systems (D) B. Public Works and Engineering 1. *Approve a Change Order for the Hilldale Drive Improvements Project No. 2014-3 (E) 2. *Regional Solicitation for Federal Funds for TH 169 Pedestrian Bridge (E) C. Parks and Recreation 1. *Contract for Skate Park Design and Construction (A,B) 2. *Award of Contract for Low Voltage, Security and Audio Visual for the Shakopee Ice Arena and Community Center Improvements, Project No. PR2015-3 (A, B, C) D. General Administration 1. *City Bill List(F) 2. *City Council Minutes (F) 3. *2016-2017 Liquor, Wine, and 3.2 Beer License Renewals (F) 4. *Set a Public Hearing Date Regarding the Establishment of a Cable Television Franchise Agreement with Qwest Broadband Services, Inc., d/b/a CenturyLink (F) 5. RECOGNITION OF INVOLVED CITIZENS BY CITY COUNCIL - Provides an opportunity for the public to address the Council on items which are not on the agenda. Comments should not be more than five minutes in length. The Mayor may adjust that time limit based upon the number of persons seeking to comment. This comment period may not be used to make personal attacks, to air personality grievances, to make political endorsements or for political campaign purposes. Council Members will not enter into a dialogue with citizens, and questions from Council will be for clarification only. This period will not be used to problem solve issues or to react to the comments made, but rather for informational purposes only. 6. Business removed from the Consent Agenda will be discussed at this time 7. General Business: A. Parks and Recreation 1. Authorize Rule Waivers and Various In-Kind Contributions for the Shakopee Diversity Alliance (SDA) Fourth Annual International Festival (D) B. General Administration 1. 2015 Annual Financial Report, Audit Presentation and Review by Staff from Kern, DeWenter, Viere, LTD (C) 2. Utility Franchise Fee Agreements (C) 3. Monthly Financial Review (C) 4. Appointment of the Director of Planning and Development (E) 8. Liaison & Adminstrator Reports 9. Other Business 10. Adjourn to June 21, 2016 at 7:00 p.m. �00"A Consent Business 4. A. 1. 1,A ()11',,1' TO: Mayor and City Council FROM: Jeff Tate, Police Chief DATE: 06/07/2016 SUBJECT: *Cooperative Agreement for Public Safety Information and Radio Systems (D) iii Action Sought Authorize city officials to execute the new Public Safety Information and Radio Systems Cooperative Agreement. Background In 2015, Scott County purchased a new public safety information system. The new system, Law Enforcement Technology Group (LETG),replaces the current New World System. The change necessitates a new cooperative agreement between all Scott County public safety entities. The purpose of this agreement is to provide for the collaborative exercise of the parties in accessing, administering and facilitating the centralized Public Safety Information System and Radio System for law enforcement, fire, and emergency services within Scott County. The term of this agreement shall be effective on the LETG go-live date,which is anticipated to take place later this summer. A copy of the agreement is attached to this document. Recommendation Staff recommends the execution of this agreement. Budget Impact Funding under this agreement is the same as the previous agreement. The police department budgets funds for Shakopee's portion of the Business Information Specialist's salary. Relationship to Vision This supports Goal D - Maintain, improve and create strong partnerships with other public and private sector entities. Requested Action Authorize the appropriate city staff to execute the Cooperative Agreement for Public Safety Information and Radio Systems. Attachments PSIS Cooperative Agreement COOPERATIVE AGREEMENT FOR PUBLIC SAFETY INFORMATION & RADIO SYSTEMS THIS AGREEMENT is made and entered into by and between the County of Scott, Minnesota (hereinafter "Scott County"), 200 Fourth Avenue South, Shakopee, MN, and the City of Belle Plaine, the City of Elko New Market, the City of Jordan, the City of New Prague, the City of Prior Lake, the City of Savage, the City of Shakopee, the Shakopee Mdewakanton Sioux Community, a federally recognized Indian Tribe(hereinafter "Community"), and the Three Rivers Park District, all collectively hereinafter referred to as the "Parties". WHEREAS, Scott County operates a consolidated public safety radio system and a single dispatch and 9-1-1 communications center to provide public safety communications to all citizens of the County; and, WHEREAS, Scott County has migrated its public safety communications system to 800 MHz and joined the Metropolitan Radio System, hereinafter referred to as "Radio System"; and, WHEREAS, in April of 1996 Scott County and the Cities recognized a growing need for direct information access and exchange by law enforcement and other public safety agencies of the County and the Parties; and, WHEREAS, the Parties established a computer communication and information access and exchange system, employed mobile data terminals in vehicles operated by personnel of law enforcement, fire, and/or emergency departments, and developed a central records management system and computer aided dispatch system, known as the Scott County Public Safety Information System, hereinafter referred to as "PSIS"; and, WHEREAS, participation in the Radio System and PSIS, hereinafter referred to as "Systems", has increased the efficiency, accuracy, and effectiveness while decreasing the duplication of services and resulted in increased public safety for the citizens and governments within Scott County; and, WHEREAS, in 2015, Scott County purchased and implemented a new PSIS, Law Enforcement Technology Group (LETG), to replace the existing system; and, NOW THEREFORE, in consideration of the mutual promises and benefits that each party shall derive here from, pursuant to Minnesota Statute 471.59, Scott County and the Parties hereby enter into this agreement to continue the joint facilitation and operation of the Systems. 1. PURPOSE The purpose of this Agreement is to provide for the collaborative exercise of the Parties' in accessing, administering, and facilitating the centralized PSIS and Radio System for the law enforcement, fire, and emergency services within Scott County. 2. TERM This Agreement shall be effective on the PSIS Go-Live date. It shall remain in effect unless and until it is terminated pursuant to Section 11, Withdrawal and Termination, of this Agreement. 3. ORGANIZATIONAL STRUCTURE a) It is understood that each Party is governed by their respective Boards or Councils as applicable. This Joint Powers Agreement does not create a joint powers board. b) The Parties shall focus on: • Continued operation and coordination of the centralized public safety data and records component of the PSIS, establishing a collective approach towards ongoing training and enhancement to provide the most effective and efficient public safety. ® Continued operation and coordination of the centralized Radio System, establishing a collective approach towards standardized practices to provide the most effective and efficient public safety. c) Scott County shall be the coordinating agency for PSIS and Radio System use and configuration standards, in order to ensure maximum efficiency as well as minimize support and operational costs of the Systems. d) The PSIS and associated data will be maintained in redundant data-center environments as a hosted solution assigned by a vendor, selected by the County. e) Scott County's Business Information Systems Specialist, under direction from the Sheriff, shall be responsible for managing the partnership, developing and promoting efficiencies, and collaborating within the partnership on matters related to the PSIS. f) Scott County's Radio System Coordinator, under direction from the Sheriff, shall be responsible for managing the partnership, developing and promoting efficiencies, and collaborating within the partnership on matters related to the Radio System. 4. GOVERNANCE a) Scott County shall retain final authority for decision making regarding the PSIS and Radio System under its ownership. b) The Parties shall have PSIS meetings, comprised of Scott County's Business Information Systems Specialist, or their designee, and representatives from each Party. Meetings shall occur quarterly, or more frequently if needed, at the Sheriff's Office, to review and evaluate the system, discuss consistencies, enhancements, or other topics pertaining to the System. Scott County shall send an agenda in advance of the meeting, so that each Party may designate an appropriate attendee. c) The Scott County Business Information Systems Specialist shall act as the direct liaison between the Parties, and be responsible for facilitating PSIS meetings, as well as communicating system priorities to all Parties. d) The Parties shall have Radio System meetings, comprised of Scott County's Radio Systems Coordinator, or their designee, and representatives from each Party. Meetings shall occur on an as needed basis, at the Sheriff's Office, to review and evaluate the system, discuss consistencies, enhancements, or other topics pertaining to the Radio System. Scott County shall send an agenda in advance of the meeting, so that each Party may designate an appropriate attendee. e) The Scott County Radio Systems Coordinator shall act as the direct liaison between the Parties, and be responsible for facilitating Radio System meetings, as well as communicating system priorities to all Parties. 5. FUNDING OF SYSTEMS PSIS a) Scott County shall fund the purchase and ongoing maintenance of the software, database, and host computer (systems and network) to include the operation of the mobile data system. b) Each Party shall assume respective costs for their connectivity to the host system/network and for the maintenance of the software, hardware and configuration of their individual desktops, mobile terminals, and local networks, as well as state access fees, c) The County shall employ a Business Information Systems Specialist, and any additional technical support necessary to operate and maintain the System. Scott County and the Cities shall share in the cost (salaries and benefits) of the position(s), with Scott County contributing 50% of the salaries and benefits and the Cities the remaining 50% with each City contributing a portion consistent with their percentage of the total population of all of the Cities. The County shall provide an invoice to the Cities on an annual basis depicting the total salaries and benefits and the portion to be paid by each participating City. Payment shall be due within 30 days of invoice. RADIO SYSTEM a) Scott County shall fund the purchase and ongoing maintenance of the Radio System, to include the radio code plug programming files. b) Parties are individually responsible for the cost of radios and any fees associated with general maintenance and service related issues, including programming and optimization for all of the Party's radios. c) Parties are individually responsible for any fees associated with the installation of code plug programming files, system key files and encryption keys. 6. PARTIES' RESPONSIBILITIES/SYSTEM ACCESS & USE PSIS a) All law enforcement and emergency personnel of the County and each Party shall have full access to the record and information data of the PSIS, recognizing that access to the system may be limited or unavailable at times due to maintenance or unexpected outages. b) The Parties shall abide by BCA/NCIC standards and maintain proper authorizations at all times for accessing and distributing any Criminal Justice information. c) The Parties are responsible for their agency's access and dissemination of any confidential information stored within the system. RADIO SYSTEM a) All radio code plug programming files, system key files and encryption keys are the sole property of Scott County, and consist of or contain information that is classified as security information and non-public data under the Minnesota Government Data Practices Act. Unless specifically authorized by Scott County in writing on an individual radio by radio basis, the Parties may not directly or indirectly, or permit any third person to: view, read, print, extract, copy, transmit, archive, edit, create, clone, transfer, release, tamper with, reverse engineer or otherwise compromise the security of any radio code plug programming file, system key file or encryption key file for any radio on the system. In the event the Parties learn that any person has improperly or fraudulently obtained radio code plug programming file information, system key file or encryption key file, the Parties shall immediately notify Scott County of the security breach. b) Conformance to Metropolitan Emergency Services Board (MESB) & ARMER Standards: The Parties agree to be aware of and conform to all applicable standards, policies, procedures and protocols established or amended by the MESB related to use of the Radio System including but not limited to radio user training requirements, radio operating guidelines, auditing, monitoring and compliance. c) Conformance to Federal Laws and Regulations: The Parties agree to be aware of and conform to all applicable Federal Rules, Regulation and Laws pertaining to use of the Radio System including but not limited to the Communications Act of 1934 as Amended and Part 90 of the Federal Communications Commission Rules and Regulations. d) The Parties agree to immediately notify Scott County of any missing, lost or stolen radios, so the radio can be deactivated on the system. 7. DISPUTE RESOLUTION All Parties will seek in good faith to resolve policy, equipment, funding, technological and other issues through negotiation or other forms of dispute resolution mutually acceptable to the Parties. 8. INDEMNIFICATION AND INSURANCE It is understood and agreed that each party's liability shall be limited by the provisions of Minn. Stat. Ch. 466 (Tort Liability, Political Subdivisions) or other applicable law. Further, each party hereby agrees to indemnify, save, hold harmless and defend the other for negligent acts or omissions of its officers, employees, and agents. The limits of liability for the parties shall not be added together to determine maximum liability. 9. DATA PRIVACY All data collected, created, received, maintained, or disseminated for any purposes by the activities of the parties because of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as amended, the Minnesota Rules implementing such Act now in force or as adopted, as well as Federal Regulations on data privacy including the Health Insurance Portability and Accountability Act ("HIPAX). The Parties will cooperate in signing any necessary agreements related to this provision (e.g., Business Associate or Trading Partners agreements). Each Party shall be responsible for releases for data made by its own representatives, employees, contractors, or other agents and specifically agrees to indemnify the other parties for any loss or liability related to their actions under this section subject to the limitation of liability set forth in Paragraph 8 above. 10.COUNTY AND STATE AUDIT Pursuant to Minn. Stat. Section 16C.05, Subd. 5, the books, records, documents, and accounting procedures and practices of the Parties relative to this Agreement shall be subject to examination by the County and the State Auditor. Complete and accurate records of the work performed pursuant to this Agreement shall be kept by the Parties for a minimum of six (6) years following termination of this Agreement for such auditing purposes. The retention period shall be automatically extended during the course of any administrative or judicial action involving the Scott County regarding matters to which the records are relevant, so long as the Parties are provided written notice of said action. The retention period shall be automatically extended until the administrative or judicial action is finally completed or until the authorized agent of the County notifies the party in writing that the records need no longer be kept. 1 1 .WITHDRAWAL AND TERMINATION a. A Party may withdraw from this Agreement, with or without cause, upon one hundred eighty (180) day written notice to Representatives of the other Parties hereto. b. If any Party withdraws from this Agreement, the terms of the Agreement shall remain in effect for the remaining Parties. c. If the Party that withdraws is a City, its share of costs shall be reallocated proportionally among the remaining cities. d. Upon agreement of all Parties, this Agreement may be terminated as determined appropriate by the Parties. e. Upon the withdrawal of a Party or the full termination, the Parties agree to work together to return operations to the respective entities in the most effective and efficient manner. 12.CHANGES The Parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manner as for this Agreement. 13.SEVERABILITY In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the Parties unless such invalidity or non-enforceability would cause the Agreement to fail its purpose. One or more waivers by any Party of any provision, term, condition, or covenant shall not be construed by the other Parties as a waiver of a subsequent breach of the same by the other Parties. 14.NOTICES Representatives for each of the Parties to this Agreement are as listed below. Scott County City of Belle Plaine Kevin Studnicka, Sheriff Tom Stolee, Police Chief 301 Fuller Street South 420 East Main Street Shakopee, MN 55379 Belle Plaine, MN 56011 kstudnicka@co.scott.mn.us tstolee@ci.belleplaine.mn.us (952)496-8318 (952)873-4307 City of Elko New Market City of Jordan Steve Mortenson, Police Chief Brett Empey, Police Chief 601 Main Street 210 East 1St Street Elko New Market, MN 55054 Jordan, MN 55352 smortenson@ci.enm.mn.us bempey@jordammn.gov (952)461-6068 (952)492-3563 City of New Prague City of Prior Lake Jim Gareis, Police Chief Mark Elliott, Police Chief 118 Central Ave North, Suite 1 4649 Dakota Street SE New Prague, MN 56071 Prior Lake, MN 55372 jgareis@ci.new-prague.mn.us melliott@pd.cityofpriorlake.com (952)758-2791 (952)447-9861 City of Savage City of Shakopee Rodney Seurer, Police Chief Jeff Tate, Police Chief 6000 McColl Drive 475 Gorman Street Savage, MN 55378 Shakopee, MN 55379 rseurer@ci.savage.mn.us jtate@shakopeemn.gov (952)882-2600 (952)233-9400 Shakopee Mdewakanton Sioux Three Rivers Park District Community Tribe Patricia Freeman, Interim General James Sheriff, Chief Conservation Officer Manager Scott County Parks 2330 Sioux Trail NW Scott County Government Center Prior Lake, MN 55372 Shakopee, MN 55379 james.sheriff@shakopeedakota.org pfreeman@co.scott.mn.us (952)233-4233 (952)496-8752 15. NONDISCRIMINATION During the performance of this Agreement, the Parties agree to the following: No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, creed, family status, membership or activity in a local commission, sexual orientation, or national origin be excluded from full employment rights in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable Federal and State laws against discrimination. 16.SOVEREIGN IMMUNITY The Parties acknowledge that the Community is a federally recognized Indian tribe and that the Community and its instrumentalities possess sovereign immunity from unconsented suit and other legal proceedings. Nothing in the Agreement shall be or is intended to be a waiver of Community's sovereign immunity. In the event of a conflict between the provisions of this paragraph and any other language contained in this Agreement, the language of this paragraph shall prevail. 17.ENTIRE AGREEMENT It is understood and agreed that the entire agreement of the Parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the Parties relating to the subject matter hereof as well as any previous agreements presently in effect between Scott County and any other Party relating to the subject matter hereof. 18.0OUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed. COUNTY OF SCOTT COUNTY APPROVED: char Kev; h Studnicka Scott County Board of Commissioners Scott County Sheriff Date: ..w .! t. Date: 3 . Approved as to form: V�lp Y ,lea ne 6 e. t;.- Gar Shelt Andersen Scott County Administrator Assistant Scott County Attorney Date: Date: A`m CITY OF SHAKOPEE APPROVED: By: Date: Bill Mars Mayor City of Shakopee William H. Reynolds Shakopee City Administrator �00"A Consent Business 4. B. 1. 1,A ()11,',J' TO: Mayor and City Council FROM: Bruce Loney, Public Works Director DATE: 06/07/2016 SUBJECT: *Approve a Change Order for the Hilldale Drive Improvements Project No. 2014-3 (E) iiiAction Sought For the Council of Shakopee to approve Change Order No. I for the Hilldale Drive Project No. 2014-3. Background On April 19, 2016, City Council adopted Resolution No. 7716 which awarded a contract to Chard Tiling & Excavating, Inc. in the amount of$396,708.50. City Council also approved a 5% contingency for quantity adjustment and minor change orders. During the course of construction, the contractor encountered poor soils and several springs while installing the sewer, water and storm sewer lines. Also, subgrade correction was necessary to stabilize the roadbed for street paving. Attached is Change Order No. I for the extra work in soil correction and pipe installation in the amount of$53,245.75. Council approval is necessary for the change order as the amount exceeds previous authorization. Recommendation Staff recommends approval of this change order as this work was necessary to construct the utilities and to properly construct the roadbed for paving. Budget Impact The original bid plus the change order is still less than the feasibility report estimate. The additional costs due affect the assessments and the city's portion of the project costs. Relationship to Vision This supports Goal E: "Deliver effective and efficient public services by a staff of well-trained, caring, and professional employees. Requested Action For the Council of Shakopee to approve Change Order No. 1 for the Hilldale Drive Project No. 2014-3. Attachments Change Order No. 1 CHANGE ORDER Change Order No.: I Project Name: Hilldale Drive Improvements Date: May 31, 2016 Contract No.: 2014-3 Original Contract Amount $ 396,708.50 Change Order (s) No. thru No. $ Total Funds Encumbered Prior to Change Order $ 396,708.50 Description of Work to be Added: See Attached The amount of the Contract shall be increased by $ 53,245.75 The number of calendar days for completion shall be (increased/decreased) by N/A Original Contract Amount $ 396,708.50 Change Order(s) No. I thru 1 $ 53,245.75 Total funds Encumbered $ 449,95425 Completion Date: . No Change The undersigned Contractor hereby agrees to perform the work specified in this Change Order in accordance with the specification, conditions and prices specified herein. Contractor CLIAVQ--�-:1-i 6-.t IiR�2 By�' Date: APPROVED AND RECOMMENDED: AW,Ae Cit�T'ngineer Date F V City of Shakopee, MN HILLDALE DRIVE IMPROVEMENTS PROJECT NO: 2014-3 CHARD TILING ITEM ESTIMATEDEXTENDED # ITEM DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL CHANGE ORDER NO. I 1 SUBGRADE EXCAVATION (EV) 755 C.Y. $ 20.00 $15,100.00 2 SELECT GRANULAR BORROW(CV) 755 C.Y. $ 22.00 $16,610.00 3 GEOTEXTILE FABRIC 2289 S.Y. $ 1.75 $4,005.75 3 TRENCH ROCK 234 TON $ 45.00 $10,530.00 4 SEEDING W/NATURAL FIBER BLANKET 2800 S.Y. $ 2.50 $7,000.00 TOTAL CHANGE ORDER NO. I $ 53,245.75 I of't �00"A Consent Business 4. B. 2. TO: Mayor and City Council FROM: Bruce Loney, Public Works Director DATE: 06/07/2016 SUBJECT: *Regional Solicitation for Federal Funds for TH 169 Pedestrian Bridge (E) iii Action Sought Approve an Extension Agreement with WSB & Associates, Inc. to prepare an Application for Regional Federal Funds for a T.H. 169 Pedestrian & Bicycle Bridge connecting CR 101 trail, Quarry Lake Regional Park and the Dean Lake/Southbridge area. Background The Metropolitan Council has released the 2016 Regional Solicitation for Federal Transportation funding for local projects which is done every two years. Approximately $180 million is available for metro area projects. There are ten evaluation categories grouped for Roadways, Bridges, Transit or Bike & Pedestrian Routes. The Regional Solicitation process is being released now with an application deadline being July 15, 2016. This round of solicitation is for program years 2020-2021. Attached is an email on the funding availability, and the solicitation process. The Bicycle Advisory Committee (BAC) has reviewed this project and has strong support and the BAC considers this connection one of the top five priorities for the city. Also attached is a proposal from WSB & Associates, Inc. for the preparation of an application for a TH 169 pedestrian and bicycle bridge connecting Quarry Lake area with the Dean Lake/Southbridge area. Assisting WSB & Associates from the city will be Kyle Sobota, Senior Planner and Joy Sutton, Grant Writer Coordinator as necessary. Recommendation Staff recommends approving a motion approving the WSB & Associates, Inc. proposal to prepare a regional solicitation application for a TH 169 bicycle &pedestrian bridge. Previously, staff had applied for federal funds but did not have improvements to Quarry Lake and a connection to the CH 101 regional trail. The pedestrian bridge over TH 169 connects the Dean Lake and Southbridge area with the Quarry Lake area and the Valley Park Business Center industrial job area. Budget Impact Submittal deadline of this application is July 15, 2016. Estimated not-to-exceed cost of professional service is $4,429.00 from the Engineering Professional Service account and funds are available in the budget. Estimated cost of project is approximately $3,000,000 where the city would be responsible for 20% of the construction cost and 100% of any right-of-way and engineering costs. Payment for the professional services would be out the Park Maintenance and Engineering professional services accounts. Relationship to Vision This supports Goal E: Deliver effective and efficient public services by a staff of well-trained, caring, and professional employees. Requested Action Approve an Extension Agreement with WSB & Associates, Inc. to prepare an Application for Regional Federal Funds for a T.H. 169 Pedestrian & Bicycle Bridge connecting CR 101 trail, Quarry Lake Regional Park and the Dean Lake/Southbridge area. Attachments Location Map Met Council Releases Regional Solicitation WSB Email on Funding & Solicitation Trail Improvement Map mar" wj RX/5 v IMF rl, di i 01 M, -4i",pa vam", F//,, All, Al SRI i Wm/ M,11111 ,li'll WOM 'Rod 4mi(Off"AfflPffil, RE J, .......................... We, '"I'll,mg �lMR lwm,MINIPUMP @gggjul VIP) ............. . ...... ........ H avhig trouble voewing this ein fl?Kiew it as a Wgi PAg. ai' I Metropolitan ' Solicitation The Metropolitan Council released the 2016 Regional Solicitation on May 18, 2016, and will accept applications for federal transportation funding until July 15, 2016, at 4 p.m.After technical experts from across the region rank and score the projects, the Transportation Advisory Board (TAB)will select projects for funding early in 2017. Eligible metro-area applicants include the seven counties, cities and townships, state agencies, colleges and universities, school districts, American Indian tribal governments,transit providers, non-profit organizations, and park districts. Approximately$180 million in federal transportation funds will be available for allocation in 2020 and 2021. Also, due to increased funding levels under the new federal FAST Act legislation, limited federal funding is also available in 2017(see below), 2018, and 2019 for projects that can be implemented sooner. To learn more about the Regional Solicitation and to apply online, please visit the Regional Solicitation website. Council staff will conduct online application training at the Council Offices at 390 Robert St. in Saint Paul in the Lower Level Room C Computer Lab. Please contact Elaine Koutsoul�a;, TAB Coordinator,to reserve your computer station for one of the following dates. • Tuesday, May 24 from 10.00-11:00 a.m. • Wednesday, June 1 from 1:30=2:30 p.m. or 3:00-4:00 p.m. • Friday, June 3 from 8:30-9:30 a.m. or 10:00-11:00 a.m. • Wednesday, June 8 from 1:30-2:30 p.m. or 3:00-4:00 p.m. In addition,the deadline to register for the online application system (needed to submit an application) is July 7, 2016. Ten Application Categories Projects will be selected from the following 10 application categories: 1. Roadway Expansion 2. Roadway Reconstruction/Modernization 3. Roadway System Management 4. Bridge Rehabilitation/Replacement 5. Multiuse Trails and Bicycle Facilities 6. Pedestrian Facilities 7. Safe Routes to School 8. Transit Expansion 9, Transit System Modernization 10. Travel Demand Management(2018 and 2019 funds) 2017 Funding Opportunity: Unique Projects In addition to the 10 application categories, applicants may also submit a letter of interest for"unique projects." These are projects that do not fit in any of the above categories. They must be federally eligible and generate regional benefits, Letters of interest must establish why projects should not be included in the competitive process, and are not easily compared to other submitted projects in the above categories. Any unique projects selected for funding are subject to all TAB policies that must be followed for other Regional Solicitation projects such as the scope change policy. Submissions for unique projects for 2017 funding must be submitted to Elaine Koutsoukos by June 8. Submissions for unique projects for funding in 2018-2021 must be made by July 15. To submit an application for a unique project, applicants should include the following information in less than two pages: • Project description and discussion of benefits to the region. • Substantiation that the project is federally eligible to receive Surface Transportation Block Grant Program or Congestion Mitigation Air Quality federal funds. • Reasons why the project is not competitive against other projects in any of the 10 existing application categories. • Preferred year of funding. • Project budget and amount of federal funding requested (Note: a minimum of a 20% local non-federal match is required). From:Andy Hingeveld [mailto:AHingeveld@wsbeng.com] Sent:Wednesday, May 11, 2016 3:44 PM To: Bruce Loney<BLoney@ShakopeeMN.gov> Cc:lack Corkle<JCorkle@wsbeng.com> Subject: Proposal for Ped Bridge Funding Application Bruce, Attached is the cost proposal and schedule to prepare a federal TAP grant application for the ped/bike bridge over Highway 169 in the Southbridge area. We would begin work next week upon release of the regional solicitation and have it ready for your review in lune and submittal by the July 15I deadline. There will be some coordination needed with the city and Met Council in order for us to gain access to application. The City will need to submit the final application once it is ready. Please review and let me know if you have any questions or if you would like to proceed. Thanks, Andy Hin eveld, ATOP Senior Transportation Planner d: 763.237.8526 j c: 612.499.6567 WS6 &Associates, Inc i 701 Xenia Avenue South, Suite 300 'yAnneapohs. MN 55416 S This ernuid and any Nes tr'ansimtted svlth It,is confidential acrd rs'intended solely for the use of the addressee f6 you are not tare acuressee,piease delete this email from your system.Any use of this email by unintended recrfrients is strictly paroiiibited WSB does Trot accept habihty for any errors or cmi dons vihrrh arise as a result of electronic transmission It verification Fs ragwrad please request a ham grapy 1 City of Shakopee Regional Solicitation Application for Ped/Bike Bridge Over US 169 Detailed Cost Breakdown of Tasks Project Sr. Sr. GIS Task Description Manager Engineer Planner Specialist 1.0 Project Management and Coordination 1.1 Internal WSB coordination and coordination with city 1 5 2.0 Data Collection I-,,,— - –. ................ ........ —----- 2.1 Collect GIS,plans,etc.from city 1 2 ------------ 2.2 SHPO information/Better 3.0 Concept Development and Cost Estimates .......... ......... ...... 3,1 WSB reviews and updates one concept and cost estimate for use in application 2 4.0 Application ------------ .........—-------------- .......... WSB updates application-project description,maps,required attachments, 4.1 answers to questions in application 3 15 3 4.2 WSB revises application based on city comments 1 2 1 lHourly Costs $147.00 $137.00 $118.00 $98.01 1 '�'Iez'r' r Wo ffms�""' Proposed Regional Solicitation Schedule Work Task May June July 1-' _....- _. . - --- _ ..._ .. ......... 1, Project Management and Coordination Internal WSB coordination and coordination with city 2. Data Collection _..,... .......... ----------- Collect GIS,plans,etc.from city SHPO information/letter 3.Concept Development and Cost Estimates -- - -- --- _ . — _ WSB reviews and updates one concept and cost estimate for use in application 4.Application Prepare draft application ��� , Draft application including maps-submitted to city for initial review � .. . .. ia,Ji,,, Revise application , � if, Final application provided to city '% �� U I r w i „ / ' J V 1 w G� r L i t l i f i N POA Consent Business 4. C. 1. 1 JAK 11-'1„I, TO: Mayor and City Council FROM: Jamie Polley, Parks & Recreation Director DATE: 06/07/2016 SUBJECT: *Contract for Skate Park Design and Construction (A,B) iiiAction Sought The City Council is asked to authorize staff to enter into a contract for the design and construction of the new skate park,in an amount not to exceed$200,000. Background The City Council allocated$200,000 for the relocation and construction of the skate park. Staff met with the skate park users to determine the vision and location of the new skate park. The location was determined to be the area south west of the Community Center, along Fuller St.,between the two southern entrances to the Community Center campus. Requests for proposals were sought based on the input of the user group for design and construction services. Two proposals were received from companies that specialize in designing and constructing skate parks. Staff presented the proposals to the skate park user group. Discussion Spohn Ranch, Inc. submitted a very comprehensive proposal that reflected the desires of the user group. The proposal provided design ideas that incorporated the existing equipment and new equipment within the budget provided for the project. Staff and the user group felt that the proposal by Spohn Ranch,Inc was superior in their design ideas and quality of the proposal. The proposal also included a number of successful referenced projects. Spohn Ranch, Inc. was founded in 1992 and has designed skate parks in Minnesota including Maple Grove,Richfield, Wyoming and currently Elk River. A number of other skate parks have been completed nation wide. Spohn Ranch absorbed TrueRide (current equipment manufacturer) in 2008. They have all the original AutoCad files for our current park and have retained some key employees that worked on our original project. A representative of Spohn Ranch assessed the current skate park equipment and feels that the equipment is reusable and can be refurbished. They have indicated that the life span of refurbished equipment is approximately five years. Funds will be allocated in the Park Asset Fund beginning in 2022 for the replacement of the refurbished ramps. The City Attorney has reviewed and approved the attached contract with minor changes. Budget Impact A total of$200,000 was budgeted for this project in the 2016 Park Asset Fund. Spohn Ranch's proposal breaks down the budget of$200,000. Design, Construction Documents, Engineering $5,000 ....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... ................................................... 5,000.... .. Site preparation and Earthwork ep $35,000....... Concrete flatwork $105,000 New wood-framed rams 25,000 New concrete elements/ Steel Grind Rails $20,000 Re-furbished , and new skatelite for existing ramps (as $10000 Projee t t Cos $200,000... Timeline The timeline is tentative. Pre-construction kick-off meeting July 18 Site prep& earthwork July 19-22 New concrete elements July 25-August 9 Concrete Slab August 10-26 Re-furbish&re-assemble wood ramps August 29-September 16 Punch-list, clean up &demobilization September 19-23 Relationship to Vision A: Keep Shakopee a safe and healthy community where residents can pursue active and quality lifestyles. B: Positively manage the challenges and opportunities presented by growth development and change. Requested Action If Council concurs, it should authorize appropriate City staff to enter into a contract with Spohn Ranch, Inc. in the amount not to exceed$200,000 for the design and construction of the new skate park. Attachments Rendering #I Rendering #2 Spohn Ranch Agreement Skate Park location i00 uj z LLJi s: LU C C 0) CL LU C w r t h ,,,r 9, h f / i Y� P. 11 i J 1 K7 rS r 'o T r%//��irfLrr���rf�i�//elfilNrr�rlyII 0 i i u Z (���rlfilf�F%/rY J r ➢�II�, I i uYY i �ruj z LLJI i l t I LU 0 c u) d CL LU II ! CJ) ?r L L.j LU CL6, Z 4 u Y r AMM= f� u , i� rP E c� �� dL SPO' HN R��A,NCH S K A T E, P A R' ' K S: END-USER AGREEMENT SHAKOPEE SKATEPARK DESIGN/BUILD CITY OF SHAKOPEE 16-3578-IN P 310-497-2272 I F 626-330-5503 I W SPOHNRANCH,COM INFO@SPOHNRANCH,COM 1 6824 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COMETO ETRE . SPOHN RANCH $ K A' T 'h A R'IK EXHIBIT A - PROJECT SCOPE PROJECT BACKGROUND The City of Shakopee (Client) seeks professional design/build services for the development of a new skatepark at the entrance to the Shakopee Community Center adjacent to Fuller Street South. PHASE-1—DESIGN DEVELOPMENT Task 1.1 Project Kick-Off Meeting—Spohn Ranch and Client staff will be introduced to one another via teleconference. We will review the project goals and refine the scope of work, budget and schedule. Task 1.2 Information Gathering& Review—During the kick-off meeting, Spohn Ranch and the Client will take stock of existing site data, studies and any other information pertinent to the project and project site. We will compile a list of site studies yet to be produced and either sub-contract them locally or work with the Client to acquire them.The site information typically required to begin design work is as follows: • Site survey in AutoCAD format indicating spot elevations,topography, benchmark and/or control point locations, drain inlets and their invert elevations, location of existing structures/features such as trees, asphalt/concrete pathways, walls, curbs, light poles, sign posts,fire hydrants, manhole covers, fences, gates, irrigation system components,visible utilities, known buried utilities, known easements, etc. • Geotechnical report (max 10 years old) summarizing sub-surface conditions. Report should discuss water table depth, soil composition and provide recommendations for site preparation,fill material and concrete construction. • Any master plan design work or future improvements planned for the site. • Any local or state design requirements such as a stormwater management code, etc. Task 1.3 Design Review Meeting—Spohn Ranch will lead an in-person meeting with key stakeholders including City staff and local skateboarders to present the conceptual design and solicit feedback. Task 1.4 100% Design Development—Incorporating feedback from the design review meeting, Spohn Ranch will refine the conceptual design until consensus and 100% Design Development is reached. 100% Design Development submittal will include the following: • 3D renderings produced in 3D Studio Max(JPEG) • Labeled and dimensioned 2D site plan (PDF) • Construction cost estimate & material/service quantity breakdown (Excel) • 2D base file (AutoCAD) P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH.COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COMEIOGETHEP., SPOHN RANCH $ K A' T 'h A R'NK PHASE-2—CONSTRUCTION DOCUMENTS Task 2.1 CD Kick-Off Meeting — Spohn Ranch will lead a teleconference/webinar with Client staff to review 100% design development, special requirements and points of coordination — ensuring everyone is on the same page prior to construction document work getting underway. Task 2.2 80%Construction Documents—Coordinating with the Client and our A/E team, Spohn Ranch will prepare a 80%Construction Documents Submittal—beginning to detail the site improvements. • Title Sheet • Demolition Plan • Skatepark 3D Perspective • Skatepark Materials Plan • Skatepark Layout Plan • Skatepark Steel Plan • Skatepark Grading& Drainage Plan • Skatepark Jointing Plan • Skatepark Sections • Skatepark Construction Details • Skatepark Technical Specifications—written specifications CSI MasterFormat 2014 Task 2.3 80% Construction Documents Review — Client staff will review the 80% Construction Documents Submittal and prepare redline comments. Spohn Ranch and Client staff will discuss via teleconference/webinar the redline comments and identify actions needed to address the comments. Task 2.4 100% Construction Documents — Coordinating with the Client and our A/E team, Spohn Ranch will incorporate feedback from the 80% review meeting and prepare a 100% Construction Documents Submittal. 100%Construction Documents submittal will include the following: • Stamped/Signed Plans (PDF &24" x 36" hard copy) • Specifications (PDF) • Construction Cost Estimate (Excel) • 2D base file (AutoCAD) P 626-330-5803 I F 626-330-5503 1 W SPOHNRANCH.COM E INFO@SPOHNRANCH.COM 1 6824 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COMEIOGETHEP., SPOHN RANCH $ KAT VPARIK PHASE-3—CONSTRUCTION Task 3.1 Pre-Construction Kick-Off Meeting—Spohn Ranch's Construction Superintendent will meet with Client staff on-site to provide an overview of the process as well as an updated construction schedule.They will discuss any outstanding opportunities/constraints prior to starting construction. The Construction Superintendent will also lead weekly on-site meetings with the Client to answer questions and provide updates on construction progress. Task 3.2 Construction—Spohn Ranch will provide comprehensive construction services including labor, materials, cartage, supplies, equipment, tools and any other facilities required for the build out of the skatepark. Spohn Ranch's final scope of work for Phase-3 will be determined during the first two project phases. It will be detailed in the 100% Construction Documents, as well as the final construction cost estimate. Task 3.3 Project Closeout—Upon completion of construction, Spohn Ranch will present the Client with warranty documentation, an owner's manual and an acceptance letter to complete the project closeout. P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH.COM E INFO@SPOHNRANCH.COM 1 6824 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COMETO ETRE . SPOHN RANCH $ KAT VPARIK EXHIBIT B - PROJECT FEES The Phase-1 Schematic Design & Design Development services (Tasks 1.1-1.4), Phase-2 Construction Document services (Tasks 2.1—2.4) and Phase-3 Construction services (Tasks 3.1—3.3) described in "Exhibit A" shall be completed for a not-to-exceed fee of$200,000.00 Spohn Ranch's standard payment terms are based upon the following milestones: • 10% upon completion of construction documents • 25% upon mobilization • 30% upon 50%completion of construction • 25% upon 100%completion of construction • 10%within 30 days of completion of construction P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH.COM E INFO@SPOHNRANCH.COM 1 6824 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COMETOGETHE . SPOHN RANCH $ K A' T 'h A R'NK EXHIBIT C - HOURLY BILLING RATES STAFF POSITION HOURLY RATE AARON SPOHN PLANNING & DESIGN $110.00 DAMON SPOHN DRAFTING & DESIGN $100.00 VINCENT ONEL DRAFTING & DESIGN $90.00 CHARLIE WILKINS DRAFTING & DESIGN $90.00 DOUG HAGEN COST ESTIMATING $60.00 STEPHAN ROSE LANDSCAPE ARCHITECTURE $125.00 MATT MILLER STRUCTURAL ENGINEERING $135.00 CAD OPERATOR COMPUTER DRAFTING $50.00 RENDERING ARTIST RENDERING $50.00 CONSTRUCTION PERSONNEL ON-SITE CONSTRUCTION WORK $65.00 P 626-330-5503 I F 626-330-5503 I W SPOHNRANCH.COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD, COME10GETHEP., SPOHN RANCH EXHIBIT D - WARRANTY Spohn provides the following standard, limited warranties. Spohn makes no other representation or warranty,whether implied or express,of merchantability,fitness for a particular purpose,or any other type or kind. CAST-IN-PLACE CONCRETE Spohn Ranch, Inc. ("Spohn")hereby offers a 12-Month Materials and Workmanship Warranty for the above-referenced project, effective upon the date of substantial completion of the project or first use by Client. Cast-in-Place concrete that is vandalized,destroyed or suffers damage from abuse(including use of salt within the first year), neglect,or Acts of God,is exempt from any claims of warranty under this guarantee. Normal wear and tear, normal cracking (cracks less than 3/8 of an inch wide),and other issues related to the nature of cast-in-place concrete are excluded from this warranty. Issues related to the nature of cast-in-place concrete include but are not limited to fading,weathering,normal flaking, shrinkage,and scratching. Issues related or caused by site conditions or preparation are excluded. Spohn Ranch shall determine the validity of any warranty claim subject to its absolute and sole discretion. Client shall be provided written notice of any claim under this guarantee,including photographs and provision of all relevant information as soon as practicable, but in no event more than two business days'of discovery. Notice must be provided to Spohn within the warranty period. Client's continued use of any concrete after submission of a warranty claim shall void the claim. Any modifications,alterations,substitutions,repairs,or attempted repairs by persons other than Spohn Ranch, Inc.void this warranty. Client's failure to allow sufficient cure time before first use voids this warranty. Spohn shall commence warranty repairs within a reasonable time after Spohn determines that a warranty claim is valid. Spohn reserves the right to visually inspect any claimed issue. Client agrees to cooperate fully with Spohn in its investigation in all material ways. The warranty stated above is valid only if the improvements have been maintained and inspected in accordance with Spohn Ranch, Inc.instructions,and have been subjected to normal use for the purpose for which the improvements were designed. All disputes related to warranty claims are subject to the arbitration provisions set forth in Spohn's Terms and Conditions and/or any contract between the parties. Should any questions arise, please contact Doug Hagen at 626-330-5803 x208. All warranty claims, photos and documentation shall be submitted to Doug Hagen via email at doug@spohnranch.com. This warranty is exclusive of all other warranties,expressed or implied,including warranties of fitness for a particular purpose and merchantability,which are specifically disclaimed. Repair is Client's exclusive remedy under this transaction. P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH,COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COME10GETHEP., SPOHN RANCH TRUERIDE"CLASSIC" Spohn Ranch, Inc.warrants its products to be free from defect in materials or workmanship during normal use and installation and in accordance with our published specifications.Spohn Ranch, Inc.further warrants as follows: • Limited 5-Year Warranty against structural failure on support structure,adjustable feet,and galvanized steel approach plate. • Limited 5-Year Warranty on phenolic surface and stainless steel hardware • Limited 1-Year Warranty on installation workmanship The warranty stated above is valid only if the structures are erected by Spohn Ranch Factory-Certified Technicians in conformity with the layout plan and/or installation instructions furnished by Spohn Ranch, Inc. using approved parts; have been maintained and inspected in accordance with Spohn Ranch, Inc. instructions; have been subjected to normal use for the purpose for which the goods were designed; have not been subject to vandalism,misuse,neglect,or accident; have not been subjected to addition or substitution of parts;and have not been modified,altered,or repaired by persons other than Spohn Ranch, Inc.or its designees in any respect which,in the judgment of Spohn Ranch, Inc.,affects the condition or operation of the structures. This warranty does not cover cosmetic items(such as scratches,dents, marring,fading,discoloring,and weathering),paint or decorations, normal wear and tear,or coating deterioration caused by climate conditions. Further,this warranty does not cover damage due to environmental and site conditions including, but not limited to,settling concrete,liquefaction,subsidence,and soil erosion.This warranty does not cover damage due to Acts of God including, but not limited to, hurricane,tornado,flood, riot,and fire. Further,the warranty does not cover damage due to vandalism,any action resulting in or from a criminal activity or any act of war.The warranty for the phenolic surface specifically excludes any damage other than the delamination of panels. See separate document for specific Skatelite Pro warranty details. The above warranties commence on the date of installation completion.Should any failure to conform to any of the expressed warranties occur within the applicable warranty period,Spohn Ranch, Inc.shall,upon notification in writing of the defect, correct such nonconformity,either by repairing any defective part or parts or by making available a replacement part within 60 days of the written notification,at its option.This shall be the purchaser's exclusive remedy;Spohn Ranch, Inc.is not responsible for damages of any kind in contract or in tort,including incidental and consequential damages resulting from any breach of warranty. Spohn Ranch, Inc.shall deliver the repaired or replacement parts to the site free of charge, but will not be responsible for providing labor or the cost of labor for the removal of the defective parts and the installation of any replacement part or parts. Replacement parts shall be guaranteed for the balance of the original warranty period;Spohn Ranch, Inc.'s warranties shall not be enlarged in scope or extended in duration and no obligation or liability shall arise by Spohn Ranch, Inc.'s repair or replacement of any component or surface. This warranty is exclusive and is in lieu of all other warranties,whether express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose. Further,no representation,oral or written, of any Spohn Ranch, Inc.representative may be substituted for the aforedescribed exclusive limited warranty.To the extent permitted by law,Spohn Ranch, Inc.shall not be liable for any direct,indirect,special, incidental,or consequential damages,which are expressly excluded from this agreement. P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH,COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD, COMETO ETRE . SPOHN RANCH $ KAT VPARff EXHIBIT E - TERMS & CONDITIONS CLIENT("Client"): City of Shakopee 129 Holmes St S Shakopee,MN 55379 PROJECT("Project"): Shakopee Skatepark ("Client"),and Spohn Ranch,Inc.,a California Corporation,("Spohn"or"Contractor'),located at 6824 S.Centinela Avenue,Los Angeles,CA 90230, (collectively,the"Parties")hereby agree enter into this Design-Build Agreement("Agreement")effective on the date executed by the Parties as follows: 1.Contract Documents. The documents("Contract Documents")comprising this Agreement shall be: • The Houston-Galveston Area Council of Governments("HGAC")Agreement PR 11-14 • this Agreement • Spohn's proposal and Client's purchase orders The following Exhibits are incorporated into this Agreement: • Exhibit A-Scope of Work • Exhibit B-Project Fees • Exhibit C-Hourly Billing Rates • Exhibit D-Warranty • Exhibit E-Terms and Conditions The parties have entered into a transaction under the HGAC purchasing agreement.This Agreement is intended to supplement the terms of the HGAC agreement and to govern the design/build process.Contract Documents are intended to supplement one another and should be so construed to the extent possible and reasonable. In the event of a conflict among one or more of the Contract Documents,this Agreement shall govern,then the T&C. The remainder of the Contract Documents shall take priority based on the order set forth in this Section. 2.Project Fees.Expenses&Authorization to Proceed. The Project fees and costs("Project Fees")are set forth in Exhibit B. The Parties understand and agree that all Work not specified within the Scope of Work shall be billed on a time and materials basis.The Parties understand and agree that Spohn shall not be bound to perform work not specified within the Scope of Work("Work")absent an additional purchase order or written change order agreed to by Spohn in writing. Client's execution of this Agreement authorizes Spohn to proceed with the Work. 3.Payment.Acceptance of Work. Spohn shall invoice Client on a monthly basis unless otherwise agreed in writing. Client shall pay invoices within thirty days of receipt. Interest on amounts unpaid after thirty days shall accrue at 1%interest of the cumulative outstanding balance per month(12% annual rate),compounded monthly.Client agrees that all Work described in an invoice that is not objected to in a writing within five days of receipt of the invoice shall be deemed to be final and binding upon the Parties as to the amounts due,the adequacy of Spohn's performance,and the value of the services provided to Client. Any written objections shall specify the claimed defects sufficiently to allow Spohn's prompt and effective correction. Spohn shall notify Client upon Spohn's determination that the Work has been completed. Upon receipt of this notice,Client shall have ten days to notify Spohn of any claimed deficiencies in the Work that are discoverable upon exercise of reasonable diligence,otherwise,the Work,or portion thereof,shall be deemed complete("Project Completion")and accepted. Project Completion and acceptance shall occur earlier in the event that Client acknowledges the same in writing,including Spohn's form designated for such purposes,or occupies or uses the Work. P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH,COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COME10GETHEP., SPOHN RANCH $ K A' T VP A RA 4.Ownership of Work Product. All drawings,specifications and other documents and electronic data,including such documents identified in the Contract Documents,furnished by Spohn to Client under this Agreement("Work Product")are deemed to be instruments of service. Spohn shall retain ownership and property interests to all Work Product,including but not limited to any Intellectual Property rights,copyrights and/or patents,subject to the provisions set forth below. Client shall be permitted to retain copies,including reproducible copies of the Work Product. Work Product shall not be used by the Client or others on other projects,for additions to this Project for completion of this Project by others. 5.Intellectual Property Rights. Intellectual Property or"IP"means all licenses,trade secrets,copyrights,patents,trademarks,proprietary information and other rights related to the Work or otherwise necessary for the design and maintenance of the Project,including all Project-related documents, models,computer drawings and other electronic expressions,photographs and other expressions. 6.Use of Design.Upon Client's payment in full for all Work performed under the Contract Documents,Spohn shall grant Client a limited license to use the Work Product in connection with Client's occupancy of the Project,conditioned on Client's express understanding that its alteration of the Work Product without the involvement of Spohn is at Client's sole risk and without liability or legal exposure to Spohn or anyone working by or through Spohn, and on the Client's obligation to provide the indemnity set forth below. Client shall not use,nor cause to be used,any of the aforementioned documents or other information on another project or for completion of this project by others without the express,written consent of Spohn. 7.Authorized Representatives. Unless otherwise specified,each party shall designate an authorized representative who shall communicate with the other party on ordinary matters related to the Work and the Project. This Agreement may not be modified except by Spohn's authorized signing officer, Kirsten Dermer or the Client's authorized signing officer,William Reynolds. 8.Schedule. Spohn will provide the Client with a preliminary schedule for the estimated design and/or construction of the Project.This schedule shall indicate the dates for the starting and completion of the various stages of the design and construction,and shall contain the necessary information to allow the Client to monitor the progress of the Work.The schedule may be revised as is necessitated by the conditions of the Work and for those conditions and events which are beyond the Spohn's control. Each party's representative shall acknowledge and approve,in a writing,any schedule changes. Approval shall not be unreasonably withheld by either party. Notwithstanding any other provision in this Section,Spohn reserves the right to alter the schedule on the grounds of weather,which in Spohn's reasoned judgment,shall impair or unduly delay or burden the Work. 9.Project Commencement and Completion. Unless otherwise expressly noted,the term completion in this Agreement shall mean substantial completion.Substantial Completion is the stage of progress when the Work or a designated portion thereof is sufficiently complete in accordance with this Agreement so that the Client can occupy or use the Work for its intended use.The contract time is the time within which Spohn is to achieve substantial completion of the Work,subject to adjustments as set forth in this Agreement. 10.Work of Other Contractors:Site Risk. Spohn shall assume no risk or liability for the work performed,or contractually obligated to be performed,by Client,its agents,or any third-party not under Spohn's direct control,including but not limited to other contractors or suppliers that Client or its agents cause to perform work for or related to the Project. Spohn's full or partial performance of the Work shall in no way act as an approval as to the performance of the work of other contractors including any site preparation work or latent site conditions or risks. Any such approvals must be in writing,signed by Spohn's CEO,after full disclosure of all material information to Spohn and such approvals shall only extend to information that is actually disclosed to Spohn. 11.Disclosure of Information:Reliance Thereon. Client shall disclose to Spohn all information in its custody or control that may be reasonably necessary for Spohn's performance of the Work. Client acknowledges that Spohn shall have no risk nor liability related to site conditions not disclosed to Spohn and/or not knowable with the exercise of reasonable diligence. Spohn shall be entitled to rely on the accuracy of any information prepared by Client or other information set forth in Client's project criteria. Spohn shall be entitled to an equitable adjustment in the Project Fees and/or project schedule to the extent Spohn's cost and/or time of performance have been adversely impacted by inaccurate or incomplete information,changes in information made subsequent to Spohn's reliance upon prior design information,or Spohn's discovery of changed conditions not known or knowable upon reasonable diligence. 12.Subcontracting. Client consents to Spohn's use of subcontractors to perform portions of the Work. Spohn's use of one or more subcontractor's shall not eliminate Spohn's responsibility for performance of the obligations arising under the Contract Documents. P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH,COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COME10GETHEP., SPOHN RANCH $ KAT VPARff 13.Indemnity and Limitation of Liability. Notwithstanding any provision below,Client agrees that the liability of Spohn,its agents and employees,in connection with services hereunder to the Client and to any persons having contractual relationships with Client,resulting from negligent acts or omissions of Spohn,its agents and/or employees,shall be limited to the amount of the contract price set forth in this Agreement that has been actually paid to Spohn to the fullest extent allowable under the law. Spohn shall indemnify and hold harmless Client,their agents and employees from claims,demands,causes of actions and liabilities of arising out of or in connection with Spohn's services provided pursuant to this Agreement that are solely and proximately caused by Spohn's negligence or willful misconduct. Client shall indemnify and hold harmless Spohn Ranch,Inc.and their agents and employees from claims,demands,causes of actions and liabilities of arising out of or in connection with Client's acts and omissions performed pursuant to this Agreement that are solely and proximately caused by Client's negligence or willful misconduct. In the event that claims,demands,causes of actions,or liabilities arising out of or in connection with Spohn's performance under this Agreement are jointly and proximately caused by the actions of Spohn,Client,and/or any third party,no party shall indemnify,hold harmless,or defend the other,and each party shall bear its own attorney's fees and costs of suit,and liability shall be apportioned pursuant to the relative fault of each party. In any case where attorney's fees,expert witness or other litigation related-fees or expenses,or costs of suit or arbitration("Litigation Fees")have been advanced or paid under this Section("Advanced Fees"),and a court or arbitrator adjudicates that the indemnifying party should not bear those costs,the indemnified party or parties shall be liable for those amounts;and Litigation Fees shall be awarded to any prevailing party in a dispute relating to the determination and/or the non-payment Advanced Fees. 14.Confidentiality. Due to the nature of the Project,each parties'employees,officers,agents,and affiliates may be privy to information regarding one another's business operations which one or the other regards as confidential or proprietary. The Parties shall only disclose such information to such persons as is reasonably necessary to complete the Project and only if such persons agree to maintain the confidentiality of such information in a written agreement. 15.Severability. The Parties agree that each of the provisions included in this Agreement is separate,distinct and severable from the other and remaining provisions of this Agreement,and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision or provisions of this Agreement. Provided however,if such provision may be modified so as to be valid as a matter of law,then the provision shall be deemed to be modified so as to be enforceable to the maximum extent permitted. 16.Default.In the event of a default of any provision of this Agreement the non-defaulting party shall provide written notice describing the default and what methods the non-defaulting party deems necessary to cure said default. If,after ten(10)days after receiving such a notice,the defaulting party has not cured then,the non-defaulting party shall have the right to terminate this Agreement upon written notice. Any and all sums that have been earned,including out of pocket expenses,shall remain due and payable notwithstanding any termination pursuant to this section.For purpose hereof, any failure of Client to pay sums due under this Agreement for a period of sixty-(60)days shall be deemed justifiable grounds for declaration of default. In event Client's default for failure to pay,Client shall be liable for the costs of performance until the time that Spohn has declared a default,at which point,Work shall be ceased,and Spohn's damages shall be due and payable. 17.Suspension of Work. A. Suspension in Lieu of Termination. In the event Spohn has the right to terminate as set forth above,Spohn may,at its sole and absolute discretion,decide to suspend performance of services under this Agreement. If Spohn elects to suspend services,Spohn shall give 10 days' written notice to Client before suspending services. B. Client's Suspension. If Client suspends the Project,Spohn shall be compensated for services performed prior to notice of such suspension. When the Project is resumed,Spohn shall be compensated for reasonable expenses incurred in the interruption and resumption of services. Spohn's fees for the remaining services and the time schedules shall be equitably adjusted. Any suspension over 120 days shall grant Spohn the option to terminate upon 30 days'written notice. 18.Professional Reports. The Client shall furnish,for the site of the Project,topographical surveys describing the physical characteristics;soils reports and subsurface investigations;legal limitations;utility locations;and a legal description,including a property survey and Project benchmark.The Client agrees to assume responsibility for personal and/or property damage due to Spohn's interference with subterranean structures such as pipes,tanks and utility lilies that are not correctly shown on the documents or that are not contained in written information provided prior to the commencement of the Work. P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH,COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COMEIOGETHEP., SPOHN RANCH $ KAT VPARff 19.Delay. If Spohn is delayed at anytime in the progress of the Project by any act of the Client,or any separate contractor employed by the Client or by the action of any governmental agency or regulatory body,or by change orders in the Project,or by labor disputes,fire,unusual delay in transportation, unusual delay in issuance of building permits or zoning or utility services,unusual delay or shortages in material supplies,adverse weather conditions not reasonably anticipatable,unavoidable casualties,acts of God,or any other causes beyond the Spohn's reasonable control,then the time within which the Work is to be completed shall be adjusted accordingly. If Spohn is delayed by any act of Client or by any separate contractor employed by Client or for any other cause for which the Client is responsible,then in addition to an extension of the contract time,Spohn will be compensated for all costs which it incurs as a result of such delay,and a change order will be issued therefore. 20.Notice. Any notice to the parties required under this Agreement shall be in writing(unless otherwise specified in this Agreement),delivered to the person below for the parties at the indicated address unless otherwise designated in writing. Only mailing by United States mail,first-class return- receipt,courier(i.e.UPS,Federal Express,etc),personal delivery,electronic mail,or other reasonable methods shall be used. Notices are deemed delivered when actually received(prima facie evidence of receipt shall be any type of delivery receipt provided by the aforementioned means of delivery). All notices shall be sent to: Consultant: Client: Spohn Ranch,Inc. City of Shakopee 6824 South Centinela Ave. 129 Holmes St S Los Angeles,CA 90230 Shakopee,MN 55379 Attn:Kirsten Dermer,CEO Attn:William Reynolds,City Administrator 21.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the terms of the HGAC Agreement. 22.Arbitration. Any dispute,claim or controversy arising out of or relating to this Agreement or the breach,termination,enforcement,interpretation or validity thereof,including the determination of the scope or applicability of this agreement to arbitrate,shall be determined by arbitration in Los Angeles,California,before one arbitrator,who shall be a retired judge. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator shall determine any issues of arbitrability or enforcement of the arbitration clause. Judgment on the Award may be entered in any court having jurisdiction specifically included any state or federal court in Los Angeles County,California.This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall,in the Award, allocate costs and Litigation Fees including the costs of arbitration to the prevailing party in accordance with the Attorney's Fees provision,below. This clause has been separately bargained for. The contract price would otherwise be higher and bonding required but for this arbitration clause. 23.Insurance. Spohn shall,at its expense,procure and maintain insurance with carriers acceptable to Client,and in amounts set forth below. Contractor shall provide certificates of insurance to Client upon request. The certificates of insurance shall provide that there will be no cancellation nor reduction of coverage without thirty(30)days prior written notice to Client. Required coverage amounts: • Workers Compensation and Employers Liability insurance in the amount of$1,000,000; • Automobile Coverage for all Owned,Non-Owned and Hired vehicles in the amount of$1,000,000 per occurrence,$2,000,000 aggregate; • Comprehensive General Liability or Commercial General Liability insurance covering all operations or job specific in the amount of$1,000,000 per occurrence,$2,000,000 aggregate; • Excess Liability/Umbrella Insurance in the amount of$5,000,000; • Errors and Omissions/Professional Liability insurance in the amount of$2,000,000 per occurrence,$2,000,000 aggregate. 24.Assignment. Any attempt to assign or delegate the rights and obligations of either party,except as otherwise specified in this Agreement,is null and void except as to affiliates,wholly owned subsidiaries,or any a lender providing financing for the Project if the lender agrees to assume the Client's rights and obligations under this agreement and Spohn consents to such an assignment,which consent may only be withheld on the grounds that,in good faith,Spohn does not believe that assignee lender can or will render full performance of the obligations and duties set forth herein. P 626-330-5503 I F 626-330-5503 1 W SPOHNRANCH,COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 DESIGN. BUILD. COMEIOGETHEP., SPOHN RANCH 25.Relationship of Parties. The Parties are arm's length bargainers. No provision of the Contract Documents or subsequent conduct of the parties shall be construed to create the relationship of principal and agent,partners,orjoint ventures between the Parties. 26.No Third-Party Rights. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or Spohn. 27.Attorney's Fees. In the event of any action,suit,arbitration,or other proceeding of any nature is brought in connection with the terms of this Agreement,the prevailing party shall be entitled to recover its reasonable Litigation Fees and other costs and expenses of suit. 28.Entire Agreement. This Agreement embodies the entire agreement of the parties on the subject matter herein. No amendment or modification of this Agreement shall be valid or binding upon unless made in writing and signed by the authorized signing officers of the Parties. Spohn's authorized signing officer is Kirsten Dermer. All prior understandings and agreements relating to the subject matter of this Agreement are hereby expressly superseded and merged into this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement for themselves,their heirs,executors,successors,administrators and assignees this_day of May,2016. By: Bill Mars Date Mayor, City of Shakopee By: William Reynolds Date City Administrator,City of Shakopee By: Lori Hensen Date City Clerk,City of Shakopee By: Kirsten Dermer Date CEO,Spohn Ranch, Inc. P 626-330-5503 I F 626-330-5503 I W SPOHNRANCH,COM E INFO@SPOHNRANCH.COM 1 6 324 S CENTINELA AVE. LOS ANGELES, CA 90230 Y� i M � o F Y � // y OOOOOV�I r „,,,, „„ � '• �1111111I111 Jr�� � f� 1 rrr, >r r / r, r �sVv!II V VVVuuuIIVVp�� II)I� �1 I�IIIIII Yi�u� uu a I ¢I � uuuuuuuuuuuuluuuuuuuuuuul 'IlI I ulil lulpu gi� �'� �� �tl ii I II I011�murrx�I �I�Illlooii' I i u . VI I it uuuuuuuuuuu O yeti � I I o � �uu lllllllllllll !, I� � � 3 Ar� r , PWA Consent Business 4. C. 2. S11AK(X-'1„1, TO: Mayor and City Council FROM: Jamie Polley, Parks & Recreation Director DATE: 06/07/2016 SUBJECT: *Award of Contract for Low Voltage, Security and Audio Visual for the Shakopee Ice Arena and Community Center Improvements, Project No. PR2015-3 (A, B, C) iiiAction Sought Enter into a contract for the low voltage, audio/visual and security systems for the Shakopee Ice Arena and Community Center Improvements,Project No. PR2015-3. Background On December 15, 2015 the City Council awarded 24 contracts for the new ice arena and Community Center renovations. These contracts were all part of the construction costs. In addition to construction costs,there are owners cost that include testing, furniture, flooring, dasher boards, low voltage, security, etc. Discussion The final contracts to award for the project include contracts for the installation of the low voltage, audio/visual and security systems. The low voltage contract includes the installation of the network and phone lines throughout the buildings. The audio/visual contract includes the facility's speaker systems, TV monitors, presentation equipment and musical set up in the future community room. The security contract has two components; card readers for secure building access and security cameras. Currently all city facilities have different camera and card readers. With the construction of the new recreation facilities and City Hall and our aging video surveillance system,the IT department is working to develop a city wide system that would not only serve the Community Center, Ice Arena and Police Department but will be used in the new City Hall and any additional buildings such as the Fire Stations and Public Works at a future date. The failing hardware components and outdated cameras do not provide an effective us of the systems. The IT Department is currently working on the scheduled replacement of other infrastructure that will allow the new cameras to be centralized into one data center allowing for reduction in staff time needed to support the multiple existing systems. The IT Department is recommending Panasonic Video Insight Software and Panasonic cameras to be installed by Pro-Tec Design. By selecting both the software and hardware from Panasonic,the city optimizes the best initial price along with the lowest on-going software/hardware licensing model of all the manufactures reviewed. The Video Insight surveillance software will be used extensively by all departments as the system is built out to help ensure the safety of our citizens and our employees. Card readers have become a standard requirement in almost all of our current buildings and are a critical component to the security of employees and citizens. The additional card readers installed at the Community Center and ice arena will tie into our current AMAG card access system and will not require any additional licensing or cost to implement. Staff from the Parks and Recreation Department and IT Department have worked closely on the layout and planning of these systems since January of 2016. Quotes were sought for the low voltage, audio/visual and security systems in April. Multiple submittals were received. Staff worked independently with each vendor and has studied all the proposals carefully to try to minimize items that may have been overlooked. Staff is recommending the City Council approve the following not to exceed contact amounts: [Quality age $38 One Automation Inc Low Volt ,932.31 [Quality Auto/Visual ual CC $97 uah One Automation Inc � o/Vis ,326.40 Quality One Automation Inc Auto/Visual IA.... $33,039.6 0 uali One Automation, Inc Card Readers $21,701.1 Q t 4 Pro-Tec Design Security Cameras906.1� $52 4 ........................................................................................................................................................................................................................................................... .................................................................................................................................................................................... Total .............................................. $243 ,905.... 60 Budget Impact � The total amount of$278,326.00 for the low voltage, audio/visual and security systems are included in the total project budget that was approved on December 17th. These items were all listed under owner costs. In addition to the contract amounts listed, staff is allocating $30,000 of this budget for internal IT expenses. Relationship to Vision A. Keep Shakopee a safe and healthy community where residents can pursue active and quality lifestyles. B. Positively manage the challenges and opportunities presented by growth development and change. C. Maintain the City's strong financial health. Requested Action If the City Council concurs, it should move to authorize the appropriate staff to: 1. Enter into a contract with Quality One Automation, Inc for the low voltage for the amount not to exceed $38,932.31. 2. Enter into a contract with Quality One Automation, Inc for the audio/visual for the CC for the amount not to exceed $97,326.40. 3. Enter into a contract with Quality One Automation, Inc for the audio/visual for the IA for the amount not to exceed $33,039.60. 4. Enter into a contract with Quality One Automation, Inc for the card reader systems for the amount not to exceed $21,701.14. 2. Enter into a contract with Pro-Tec Design for the security camera system for the amount not to exceed $52,906.14. PWA Consent Business 4. D. 1. TO: Mayor and City Council FROM: Darin Nelson, Finance Director DATE: 06/07/2016 SUBJECT: *City Bill List (F) iiiAction Sought Attached is the most recent monthly Financial Report for the General fund. These reports reflect the expenditures as recorded for 2016 activity. The following transactions are notable for this reporting cycle: •Rachel Contracting, Inc. has submitted voucher #1 for Quarry Park Phase 1 Site Development Project $141,088.30. •Ranger Chevrolet Buick has delivered three 2016 Chevy Tahoe to replace three administrative vehicles for the Fire Department. •RJM Construction has submitted voucher#3 for Shakopee Community Center Renovation & Ice Arena Construction $662,784.67 • Scott County was paid for 2016 assessing services $258,300.00 Included in the check list are various refunds, returns, and pass through. Action Requested Move to approve the bills and electronic funds transfers in the amount $1,584,540.33, payroll transfers in the amount of$1,069,383.19 for a total of$2,653,923.52. Attachments Bill List Monthly Financial Report Check Summary Check Register Funds transferred electronically May 17, 2016 to June 7, 2016 PAYROLL $ 532,439.85 FIT/FICA $ 162,630.84 STATE INCOME TAX $ 33,253.47 PERA $ 158,105.53 HEALTH CARE SAVINGS $ 17,469.12 HEALTH SAVINGS ACCT $ 11,329.06 NATIONWIDE DEF COMP $ 25,357.33 ICMA DEFERRED COMP $ 3,808.04 MSRS $ 6,085.83 FSA $ 3,110.31 CHILD SUPPORT $ - MEDICA $ 106,370.70 AFLAC $ 6,670.57 NIS $ 2,608.31 MN Wage Levy $ 144.23 TOTAL $ 1,069,383.19 k.1) \U 00 � M G1 In N N 00 00 00 00 \a M r 00 00 M N M Q m N 00 m 11C 00 00 �t \C t \C a1 vC �m a1 00 00 a1 '.T r- O O GG 00 al al (1 l- 00 \C C1 r (6 C v') — a1 V') M C t- M o0 00 �t 00 �c �-o tf) a\ C o0 r- 10 M a, — l N l'- l� IC in C M 00 r C CO N M V") N Ol N C, N 00 N M 00 r- 00 \t kO C--- GD N C) � N --� C, 00 V') .-ti V') a 01 N M � �t M al V'� kr) 4, O (-- V') C, N O N �t M N l M A _ N l> 0O 00 M 'r- DD Vl �D N N N N Vr m M M O � O a1 0o N oo � " C M � O M O "a �O O M v') ti N O ell O O O O O O O O O O O O O O O O O O O O O O O O O O O O Cl Cl O O O O O O N C 00 V) T O — O l a1 a1 a1 C co N r- a, �c x a1 � O O 41 41 AO X C V) N 't IX-1 O (f) C 't Vc .-� W) �--I M � M O 4 C N M C � 00 l a1 N O 00 M NOkr) IZ V) N 00 N „� O 41 •--� kn M N N �--� � C1 r- V) V) m O DD C` Dv kf) AO AC AO o0 aA 00 O t- l M M 0` Lr) C m C l� G1 Ln C Y U L Y y kr) \.J a1 M Ic a, � "C C M kr) 00 O �t 00 7 N G1 N N 00 r O O I-C.' � O � � 00 00 O 171 C, M V7 M V') Vl OC IC 00 � O M — V) O Ao CS N o0 �_ a1 h l kn r- 00 �t M � �t O r kn 00 � m -� a r- a1 Lr) 00 0 00 00 �-c r 01 �t 00 V') — C M Q\ 00 M �c �c N 01 rl W^ y O N kf-) N M M �t m N O N lr ^C � r- CN i^ m O l Lr) N1.0 N � �i O N l t -� N a, a1 M N O M N N C, O O • V) O O o0 B O O 00 � N O m 01 �= l� 00 v) M --i kn mC, N S I N M O rl A a cn N a r o Ln o o o o c i o 00 o ff t kn cq Cq I'D oo � oo �o m N cq Lr) 00 I' O O `C I'D 01 00 kr) N M N 41 V) �C Ic N O x V) N O — v) � — N O M ti N O N N � N 41 00 N l- N 01 41 tr) V) �c �c m M V7 10 ,-, O O O O O O O O O O O O O O O O O O O O O O O C O O O O O O O O O O O O O O O O O V7 V> l 00 `O v') `O N a1 O M M r- O O oc DD .--� DO c� r- dl dl dl r- m N a� N u7 ti r` C� � O � 0 v) v) C v- � O kr) V) 41 M � 00 W) C, a1 a1 V) a1 IT 00 Ql 00 l- O r0 0o v') a1 t r` O N r- �c m N N t a, N -� N V') M N �C "t � O � r-- N � � ,-� v') N 00 N N .-ti N N N H � w � � � w 24 w U d cfl WW r c z d w U w ate- w Z w 4. a Z r� a C N M M r- 00 N M N \c 1� M M r O O O N � c6 � LL L W O d E N O U = U in N LL U O O — o } 0 N U o M U � 0 U N N (6 (6 O 'o N O O M O 7 N cD 7 7 O O 7 M (0 O c1J M a1 O L(7 O LfJ V O M O O O N M W 0V L, M Lo Lo M V V M V CO O 'o O O U7 O M c0 O O w of 7 LO of 7 O 7 E Lo r Lo o) W N co co O O (D n r 7 co c0 r LO f� L O) 6 W O N M Nm V Ln V 3 CN � oo M N O N N VN oo 6 N O N B C } 3 E N m O Q w w w m p p U d Q Z Q 0� Cl. L I— Z) W O p a7 z LL U LL z W m d W K H Z p p U) LL W z L=L Z D Z p Q U) o ; 0 > Z L LL LL p Z U p E p > w O w to W W (n U) LL LLL p LU co W p K 0 >U} o Q p Q - U, � Z H O LL U w F J a D � z w = — O LL W O W O K Q 2LU LL z 2 K x Q Q L Z W O N E Z 0' O OC d 2 } L j ?: LL• pY[ O W m w O U Q ¢ O w d Q LL � , > Y IL U' LL W LL U U U H (n cn W LL Z m U) W z co OD OD L ui o_ o 0 0 o r M v o 0 0 0 U; CO o M o 0 Ur E O N O N N h I-- O O O O O O r N V Ln Z O O O O O V r M m m m OJ O O O 0 0 O 0 0 0 O O 0 0 0 0 0 O 0 O 0 0 M O Z O W W W H J Q W N N Q ZQ C7 w w ❑ ❑ ❑ LL Q X U U Z Z m d K Q Q F > > LL LL LL H Z 2 0� (� J J 0w U W W z W W Q Q U Q U Y Y LU 0 U w w O O w O O Q Q O cUi� w w m LL U U a a a a w 0 0 U) Of O H In U (n W D W W U Of U J z z ca 0 w z H w } w 65 p Q a LU x Of a w w p ❑ Z F W p ❑ 0 w c LU z w Q z_ U J W o p (n (n ❑ ❑ LL' p O O W Q N U U O d F U 0 OD 00 ° 0 0 (D co O o N N � M co O LO Z LO o o Ln o 0 0 m co L6 O 7 (q ((qCRcM0 7 7 co r r J E U O 00 co 1� Ln Ln O O O O (� E (p Q co CO C9 M 0 O Cl) O O O w O O O O O O O O O co W (n O d a .O N OU) O 0 2 N C) O M N I Y F CD O LL O 0 N O O O Qa ❑ O U C U N CZ 0 N N N Q J W O N 0 04 0 M M pa p x (Oj C N ON M M c0 O Q 2 N F ON (n N N O O U 0 Cl) rn rn rn rn rn rn rn o 0 0 00 00 00 00 00 00 00 00 m 0) 0) Z o 0 0 o O o 0 0 0 0 0 o C.1 0 0 0 0 0 0 0 0 0 0 0 Z ❑ W a Q w F z w O N m ❑ U LL LL } LL D J = O C7 O O LLF- LLI a rn Q F W U) F w W' p W Z U W >U ~ w Q w L F 96 LLJ O (A U V 7 0 Z Z Z o a a J m Q w C J LL F- O a O >70 a Z COLL p d N Z i M W W Z 0) W Ln } W LL() W U W LL c0 J Ur a (7 W C J N H > Z W it Q Ln J N J Z 2 Z w U 0-' 2 , W ❑ J o. W ss W 0 0 ❑ Z W p p Z W LU m o U U U W Q 2 p o W Y > 0) 000 ON O O f`7 fN0 O n W co N O > h .Q 't Q r O O O LL 0 J Q N O LL O O O ofC4 W O ❑ C-4 U ❑ W 2 LL (n (n U a n U w CO CO N M V 7 O O O O h 1- O O O O O C O C9 Ln l(7 In N N O O O O 0) O� O O V O V 0 (0 LO 00 N V V 0 0 O O O O O O V 0) M O L() LO 7 M W 1- r- Ln Ln O O Ln Ln O O 7 6) 7 E OD 00 N 00 O Ln Ln 0) 0) Ln Ln 0) 0) m Q N V V r r O N N N N O O 0 0 0 (0 0 0 0 0 0 J O O O O O O O 0 0 O ❑ N LA In N lA LL1 N Ln � � Y N N N N N N M M M U L, 1� n r- r- n n 1` n Y OC O N r r r r r r r r L � U N z F-Z U) W [Q W rn W 2 W Q W LU K Q UW W ¢ CD Z Q 0 H H Q 0LU LU Q z 2E 0 N CWJ a U U Z a H m z w z >- } Z Z z z O O O U IL O LLI F- LU z z w C7 z LU z W U) W W _Z LU U c Y Z K a a — a � � W U U O Q w w O O > w w z O O m a z F- cC U U z a w 0- U) to V) a F- 0 F-Q U a U to U_ Qz to w 3 a' U) W K CC W W W F- U m U J U U o - U) g > J � > a Of CL w w o. U Z w U) of Z U) twn U) U) Q N 0- LL J a a LL z U) W ca W Q O W m m O Q ❑ U a L=L CO G w a H rQ F w a a cC w w a w D LU m m w m O w w U) x U Q p U) LU -ia w O d O F- F a `ro m - o a co C) Q N � M O Lor-Z N (D N NN N coN� Ln N N C CO N N CD co � � M O co N co N I- M M N N O O 7 c0 O 7 7 O c0 O � 7 CMD J E U LO O O) V V M D) 0) LO CO Q CO M CD CD co co co Co CO V Cl) N W C O O O O O O O O O O O O W (n O a -o N Oco Y — — co O O CO v J } J } J } J } J } J } tk (D 0 O } L Y O a U U U U C) C) CD W M O CO Z � Z LLL.I Z LLL.I Z LLL.I Z LLL.I Z LLL.I Z LLL.I p N (� z O L � U c U Cl) m ° Q ° p ° p ° p ° p ° p } w o O a M 0 � � p o a o a o � o � o a o a Q m a J N o p CO C = N a N a N a N a N a N a �C cD Q F N m O O N 7 7 7 7 7 V Cl) to LO n co U OO O O O O O O O O O O O Z O O O O O O O O O O O O U O O O O O O O O O O O O O ❑ Z � a � m O W a _ W LL Z U CO) LL W V J O m W H U O 7 a U Lo o 0 LL a Q w a N 2 J N O O Q L oco w w a v a N Z W a 0 v) N � W ¢ z z o a O m N M f� O Lo N M O T N N .Q O O Mw O 0) Q m W LL cn a U O O O O O OD W LO LO M 00 C O O O LO O O O I- O O O O tb W CO CO N N O O O LO N O W LO Ln LO O O h O D) N N 0 OCl) OCl) N to Cl) co r N N O 0 Q D O N N O O to O f0 O t0 to t0 O O N N N N N N N ❑ N LA to to N L[) iO LLI Y M v Ln m m m m U m Im (D CD a) a) m N Y N N N N N N L � U M M O O � r W � Z Z LL cD J LL LL O I F- � } } U } H H cn N w Z Z Q Q Q Q z z co d O O K O Q K Z Z m a. U U j j j ( C7 w w LU LU LUU J LU U U Q Q Q U� U a Ir w w w J J m a a U U OU U a a a w0 w0 In U) UQ (j)d w w w w w w w a w U U UU U U U U U O LU LU •- Z Z > > j j Z Z o_ O (7 (7 W W W W U � C7 .0 U Q Q w w (n (n Q WLU LU LL LL LL LL w Q LL O O O O o 0 F- F- in O w w F- Z) a a a a j � ° O O w w w w O cn O o o x x x x o w o > > Q N N O O O O F LL F 0 O LU O OO O O co N N ° O O O O Cl) M O O co co O O O O O O O O Q N N N N O O M M Cl) co r r O Z N O O C V V CN N M M M Cl) V 00 V L6 O 7 7 O O O O 7 7 7 J E U O 0) V V co V O) N D) O O O Q co co V V cD V M M M co 00 LL, C O O O O O O O O O r- w > U) O d a .O N d C y U) N LO LO LO LO > LU > co , O) i y O O O LL (.0 O ) O ~ (D (D (D r- F O (� w w H L Y o ° p p v v v v p C) O O O N Z Z Z O Cl Cl O Z N ZO Q Q V — L > N N O O O O N J N H (D H jM C O CD O 0 O CD 1F) CO LO N o N o co co co m N o d N o o (j C H N H N O O O O F N Q F N N 7k N Yk O U O 0) O O O O co 7 O m m rn rn m M m m rn w rn w rn w Z O O O O O O O O O O O O O O O O O O O O O (n O U) O M W W W F F W > > > UIL O LL w W w W w W LL LL D O O LU W W W Q W W LL LL LL F U Z LL 7 7 7 > o o � a a a w W y F Q w F-LU F- F- cqo UM F OF O O( a U Ln co O O J N O LLT N c 700 m 0 6 00 U F F F C ~ ON N Q IL f- N Z Z O. d d 00 O LU OC c) W N rn W y > y > N LU (DD (DD m (DD o 0 N LO O M OM N LO LO NC-4 V N N N N Q co o Q Q N m Q Ln N Q Q o o p p 04o p � o p o = o = o LL LL LL LL W w cn U U U U > > O O O N N N M Lo Ln Ln 7 7 h h LO LO LO Ln C oq O Lb (4 (fl (fl O O N OJ O O 00 oq ti ti ti lll� DN O N0 O O W co O O N N 0) m N N N N ° 7 O 7 O O O 7 7 M M I- I` 00 00 N N N N E 7 W N 0) 0) D) co I-- r r r r W W Q N N LD N N N N O O LO LD co (0 c0 LD LO O to O N N N N N N N N N J O O O 01 O 01 m 0) 0) T N LA LA N LO U) LO LO LO N Y N m O M V Ln LO o) N U n n 0) n n n M n Y o) mUC O N r r r r r r r r L � U M Z Z Z Z Z Z Z Z Z w w w w w w w w w rn Z Z p W W W W W W W W W W W r Z w W W . . (0 LL W z Z Q Q Q Q Q Q Q Q Q Q Q W W W W o vi w w w w O O z z CN (DF O O O O O O O O p a a w w w w a C) C) � Q a z z z z z z z z z (o LL Z z K Q � U K K K K K E E E E 0 0 0 Q Q a LU a Z w w w w w w w w w w w Q Q Q a c w Y Y Y Z_ g _Z _Z _Z _Z _Z _Z Z_ Z_ Z_ :1 :1 2 2 2 2 m O CC O O O O O O O O U U ca O O Q Q Q ❑ O z z z z z z Z Z z z 0] W LL LL LL LL Q U W W W W W W W W W LL LL LL LL LL LL (f) (1) U) ❑ W. 0. a' z O0 0O 0 a LL U U U LU Z) 7 ❑ c C7 of Q� Q� CO o .0 Z ( U) U) (n 'Q O = z Z Z (wJ V U U m F- _ � � Of w w a w w w w w w w w w w w w w w ❑ Z w w w z z z z z z z z z z z z z z z z LU Q O O w 0 0 0 0 0 0 0 0 0 0 0 0 0 0 U 0 0 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 o w F- LL O O O W W LL W W W W W W W W W W W W W W U D H w t J J J J J J J J J J J J J J J J Q O W w w w W W O w w w w w w w w w w w w w w LU LL LL a a U O N O Cl) a O � o O z CD LOLON (N N N In rn v v v v v v v v v v v v v N C N M M M M co co co co co co co co M CO M M Co Co M M co M co co co co co co co co co co co co co co Cl) co co co c6 O r r p O p O p O O O O O O O O O O O O O O p U _ J E U O � r- r- N N r r r r r r r r r OJ M N N N N (� LO E CO Q W (0 (0 O p V V V V V V V V V M M M M W C 1- O O O O O O O O O O O O O O O O O O O O O w U) O d .O N N C Y Y Y co > LU a a a LLw O t (o o O Z LL w w w o 0 0 0 o m o m m m m o 0 0 0 0 0 CO m m M M M M M M M M M M M M M M M M M z Q w ❑ ❑ ❑ ❑ 00 00 00 00 00 00 W W 00 co o0 co co co o0 00 00 V V V V V V V V V V V V V V V V V c >(0 ❑ 2 2 2 rn rn rn rn rn rn rn rn rn rn rn rn rn rn rn rn rn C U Cl) - (0 O CO Z CO CO CO V V V V V V V V V V V V V V (o V V C - l0 Q (0 (D (D (D (D (D (D (D (0 (0 (0 (0 CO CO (0 CD (D 0 U O 0) O Q U) O O O I- 1` 1` 1- t` 1` 1` 1-- 1-- 1- r-- r- r- r- r- � 1- () C 04 N U) (n N N N 0) m p p p 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) p O O U W m O N N N N N N N N N N N N (N N N N N C.) O W r r r N N N N N N N N N N N N N N N N N N N Z O O O O O O O O O O O O O O O O O O O O O O U O O O O Z3r r r O O O Or Or Or O O O O O O O O O O r r r ❑ W LL O F O w V LL = J U w ¢ W U U y to ~ U Uw WZ N W d J O O J a vi U) o LU_ ~ 0 W w O fn O Q N O w z N w N Q' o U 00 a O rn (:i O z - � O O (o U m p m O z Y H w z w J w m O > x x z 3 z m z w w w v N F- Q Q Q > C) 2 2 5; vCY) °' v 0 0) 0 v 0 0 Q Cl) LL O LL N LL N � C-4L � 12f W r w W W n r > a a a V) (!7 O O O O O O Co O O O N N M n N_ 7 7 7 In M C 1- 1• O O O O O O O O V V O O In 1` V V V N 0 N N O O O Cl O O O O 0) N V V M O V CO to N M EN N O O Cl) co C) C)( O C) r LO to N V Cl)M (n CO CO 7 Cl) M M (f) (� 7 N Q O O U) t0 (0 t0 (O t0 w O O N N N N N N ❑ N N N N N 1f1 � Y # cli a a L Ln Y Lo N N N N N N L � U z z z z 0 0 0 0 0 w cn z o g g g g 0 0 0 0 0 2 r WWWWZZZZZ w w o � � w w LLI � ~ H H H H H H H H H H H H H H H H H O O O O x x x x x U U Q Z C7 w w O Z Z Z Z Z Z Z Z z z z Z Z Z Z Z Z Q Q Q Q W W W W W Z W O W W W W W W W W W W W W W W W W W Z Z Z Z N w w w w w w w w w w w w w w w w w z z z z z � � w a Q Q Q U R5 m 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 z z z z O 0 0 0 0 w w z O w z LL LL g � IL z z z z z z z z z z z z z z z z z O O O O Q Q Q Q Q O z z - Of z O Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q 000022222 QW `c U W U U W W J J J K J 2 2 W O O O W W W W W W W W W W W W W W W W W a a a a 0 0 0 0 0 U O LLu U 2 2 ¢ W w w w w w w w w CC w w w w' w (n (n (n (n LL LL LL LL LL ¢ ¢ W O W W O O w O ¢ ¢ Q m LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL Z Z Z Z Z Z Z Z Z Z Z W' a H W' U U U U a a a d 3 W W W W W W W W W W W W W W W U U U U U U U U U U U U U U U Cj U U U U U U U U U U U U U U U U N QQ Q Q Q Q Q Q Q Q Q Q Q Q Q m w w w w w w w w w w w w w w w w w w w w w w w w Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z w w w w w w w w w w w w O O w O w 0 0 0 0 0 0 0 0 0 0 w 0 0 0 0 0 0 0 0 0 0 0 c H H H H H H H H H H H H H H H O x x x 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 x p a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a Q 0 0 0 0 0 0 0 0 0 0 0 0 W W O W O W W W W W W W W W W O W W W W W W W W W W W U U U U U U U U U U U U H H U H U H H H H H H H H H H U H H H H H H H H H H H a� a N 7 O Z C M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M O M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M c6 O c0 c0 c0 c0 c0 c0 c0 c0 O O c0 c0 O O c0 c0 c0 c0 c0 c0 c0 c0 c0 O O c0 c0 O O c0 c0 c0 c0 c0 c0 c0 (0 c0 O J U r r r r CO 11) CO CO (p r r r N CO OJ 00 M N N N CO Q M M M M m m M M m M M M M M M M M M M m m N N N N N rD (0 (o � M M M M W p O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O W n O a L .p N dC h y N N x N � a N LL Y i O COO O O CO CO CO CO CO CO O O O O O O O O O CO CO CO CO CO CO O O O O O O O O O CO CO CO O CO CO } L Y O M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M H (..) � N Z co W o0 00 00 a0 a0 a0 [O [O CO c0 W W m W W o0 00 00 a0 a0 a0 [O [O CO c0 W W W m W m 00 00 a0 a0 a0 [O V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V U U L O W W C (� Cl) — V V V V V V V LO V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V p — CO CD CD CO CO CO CO [O (O (O co (O co (O CO CO CD CD CO CO CO CO [O (O (O (O co (O (O CO CO CO CD CD CO CO CO to (O p p O N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N (..) O N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N Z O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r 112 r r 0 O a N N W J W c Z 0 0 (6 ly c6M W O ' W N O O_ O 7 M M M co N 't h 7 CO C O O O O O O O O O O O O V V O V O V V V V 40 V V Ln . . O . . O O V h M V h h Ln p LO LO LO LO LO LO LO W 0 0 0 Cn Vm 0 h h V O7 M M M M M M M M M M M M M Cn M Cn Cn Cn Cn N Cn m Cl) N N Cn M Cn M M m Q O O CO to O O O JN (6 � r N N Y # N Uh ul Y LO d N U M (D Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W N Y Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q > Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z CO IL C Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q N W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W J W W W W J 7 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Q O 0 0 0 CC as d d d d d d m m d d d d d d d d d d d d d m m d d d d d d d d d d d d d d m I- d 3 C (n (n 0 CO co W Q W W W U U U U aa) Q W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W Q W W W W W W Q LU o LU Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d a d d d d d d a Q O W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W O W W W W W W O U H H H H H H H H H H H H H H H H H H H H H H H H H H H H H H U H H H H H H U d O 0 7 O Z rn v v v v v v v v v v v v v v v v v v v v v v v v v v v v v v rn v v v v v v an C M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M O M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M N O (O (O (O (O (O (O c0 O O O O O O O c0 c0 O O O O O O O O O O O O O O c0 O O c0 O O c9 O c0 J E U N N U E O Q co co co co Cl) Cl) Cl) Cl) M M M co co co co Cl) Cl) M co Cl) Cl) Cl) co M M M M co Cl) co co co co co co co Cl) Cl) M W C O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O LLJU) O d a .O N d C y N 2 a � � N LL Y i U OO O O CO CO O (O (O O O O O O O O O O O CO CO O (O (O O O O O O O O O O O CO CO CO O (0 O } L Y O M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M F U � N Z W 00 m W W a0 a0 a0 a0 a0 a0 CO W W W W m m W W a0 a0 a0 a0 a0 a0 CO W W W W m m m W a0 a0 a0 a0 V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V C U M — V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V C — (O (O (O (O M M M M (O (O co co co (O (O (O (O (O (O (O (O M M (O (O (O (O (O (O (O (O (O (O (O (O (O (O M co O O N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N U O N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N Z O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r O IL (n fn W J W Z 0 0 cu ly a5LU W -a ' W N O __ O Q O C2 � 7 (O (O O LO O m In In In In 0 0 (O (O (O LO O 1` 1'- C V V V V V O V In V V V V V V V V V V V V V V In V V V V V V V V O V O V V 11) V O 0 O O O O an O O O O O O O O O O O an LO LO O O O LO O M (f) (n M M r M (n M M M M M M M M M M (n M (n (n M (n M M (n M M M Q O O (n to O N O JN c O N N Y # Ln UY 1, � N L � U M � O H H H H H H H r H Z H W W W Z W W H H H W H Z W H H Z W Z `G w m Z Z Z Z W Z Z (O W cS W W W W 2 w W W W W W W - W w w w w w w w w w w w w w w w w w w w w w o 1 2 w 2 p p O W p p W (� 2 w (� 2 2 Of Of Of � � � � of of of 0- of cr Of Of Of Of Of � W o W ¢ ¢ ¢ U ¢ ¢ W W W Q W U. Q W W C11 w O Q 0 Z Z Z Q z z c9 c9 0 Z 0 Q Z 0 0 H H H H H H H H H H H H H H H H H H H c ¢ Z Q ¢ ¢ ¢ z ¢ ¢ ¢ ¢ ¢ ¢ ¢ W¢ Q Q W W W W W W W W W W W W W W W W W W co LL � Z Q H z2 2 2 ¢ 2 2 Z z Z g H z QZ z w w w w w w w w w w w w w w w w w w w � � w w wI-- w w � � � w � � , w � � 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 c Y LyJ Y W W W LyJ W W Y Y Y W Y LyJ W Y Y LL LL LL _LL _LL _LL _LL _LL _LL LL LL LL LL LL LL LL LL LL _LL Lu LU Lu 0] M LL m w w W LL 0 w m m m cn M LL (n LL LL U U U U U U U U U U U U U U U U U U U d 3 C (n (n (n (n (n (n (n (n (n (n (n (n (n !n (n [n (n (n p U U U U U U U U U U U U U U U U U U (� V U U U U U U U U U U U U U U U U U U m w w w w w w w w w w w w w w w w w w w w w ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ o z z z z z z z z z z z z z z z z z z z z z O O O O O O O O O O O O O O O O O O O O p w w w w w w w w w w w w w w w w w w � w w w w w w w w w w w w w w w w w w w w w LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL W W W W W W W W W W W W W W W W W W W W W 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 O O 0 d O CL) 7 O Z C M m m m m M M M M M M M M M M M m m m m M M M M M M M M M M M m m m m m M M M O M M M M M M M M M m m m m M M M M M M M M M M M m m m M M M M M M M M M M M M c6 O c0 c0 c0 c0 c0 O O c0 c0 c0 c0 c0 c0 c0 O c0 c0 c0 c0 c0 O O c0 c0 c0 c0 c0 c0 c0 O c0 c0 c0 c0 c0 O O c0 c0 O JU N V N N N N V N N N N N N �? N V N N N N N N N N N N N N N N N N N N N N N N O E ¢ (o v v (o v v v v v v co (o (o v v co v v (o to W O O O O O O O O O O O O O O O O O O O O N N N N N N N N N N N N N N N N N N N LLJU) O d a .O N d C y U) 2 N co N LL Y i p OO O O CO CO O (O (O O O O O O O O O O O CO CO O (O (O O O O O O O O O O O CO CO CO O (0 O } L Y O M m m m m m m m M M M M M M M M m m m m m m m M M M M M M M M m m m m m m m M F U N Z W 00 m W W W W W W W W W W W W W m m W W W W W W W W W W W W W m m m W W W W W V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V (O (O (O (O (O (O (O m c c c c c (o c c c c c c c c m c c c c c c c c c c c c c c m 0 — M M co co co co M M M M M M M M M M M M M M M M M M M M M M M M co M U C O O O O O O O O) m m m m 6) 6) 6) O 61 O O O O O O) m m m m m 6) 6) 6) O O O O O O 6) m O O N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N U ON N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N Z O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Or Or Or Or O O O O O O O rO O O O Or Or Or Or Or Or O O O O O O rO O O O Or Or Or O O O O r r r O IL N N W J W Z 0 0 (6 Ly c6M W -a ' W N O O_ O O_ 7 (. of (() 7 LO LO V N V O) 7 0) 0) l0 r In M C OJ O) V V V V V N V V ti h h V O 1I Ln Ln V O V O O O O O O O O O O O O O O O O O O O M M UC) UC) UC) Un M M M M M M M M M M LO UC) UC) M Un Cl) co co CO M M M CO co co co co co co co co M M E ¢ O O U) to O O O JN c O N N Y # Ln U 0) Y � N L � U z z z z z z z z w w w w F Z f w w w w O �- z z W cn w ¢ ¢ ¢ Q z W O w 2 W w w W w w w w z z wz w g w v w < z w z z z Z w w z Q W w w w w w �' �' �' CC LL Z w WU` ¢ Q Z ¢ W W w W � g Q Z Q w w W o 2 0 0 0 0 C7 w w w w O ¢ Z Z ¢ C7 w a w z w w a g g g g IL < a a a a a _ z 2 ° o ¢ a z a o a < > w o o a a z g g g g g W W W W U ¢ w U Q W w g z Q z Z z z z > z z z m U U U U W J z H W r ¢ g ¢ Q Q w W w w Q ¢ ¢ } w w w w w LL LL LL o Z y z¢ Z O a Z W Y W YLLI Q Y Z m Q 2 m ¢ m y of E a W Q a U C7 cc w cc U O w U W W M ¢ 0 W W W W W D D Q M J Z J Q Z H Q J Q W O W O Q W Q W 00 p CD W (n (n (n (n w w w (n (n Z a ¢ U a s Z a Z W (q a a a CC a U U a H a a' a s J W a) 3 Q 0 W W W W W _ V U U U U U a) W Q w w w Q ¢ w w Q Q W W W W W W W W W W W W W W W W W W W W W W W W W z a z z z a z Z I I z z z z z z z z z z z z z z z z z z z z z z z z z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ o M a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a UJ 0 J J J 0 0 J JW 0 o J J J J J J J J J J J J J J J J J J J J J J J J J ¢ W0 W W W O O W O O W W W W W W W W W W W W W W W W W W W W W W W W W H U H H H U U H H U U H H H H H H H H H H H H H H H H H H H H H H H H H d O a7 Q 7 O Z V W V V V O) O V 7 O O V V V V V V V V V V V V V V V V V V V V V V V V V O M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M N O c0 c0 c0 c0 c0 c0 c0 c0 O O O O O O O O O O O O O O O O O O O O O O O O O O O O J U r r r r r r r r r r (p N r r r (p r r r d) N M V Un O � r N r (� E O ¢ O r r n n n n n r r W M N M In N OJ M V V CNO V CNO CO CO CO CO CO CO CO CO m M W d) W C N Il rlrl � � � � � U` r O O O O O O O O O O O O O O O O O O O O O O O O N WU) O a a .O N d C y N 2 a � a � LLo Y ao _ _ _ _ _ _ _ _ _ _ _ a (0 (D (D (0 (0 Co CO (o O O HU N Z W W 00 m co W m w m W W V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V U U L O O O O O O O V V V 7 7 7 7 7 7 7 7 7 7 7 7 V V V 7 7 7 7 7 7 7 C U M - V V V V V V V V 7 V V h Io ti 00 00 00 m m m m m m m m m m m m m m m m m m m O - � CO CO CD CD CO CO CO t0 (O co (O co co OJ OJ OJ W W O QD a0 W W W CO W W W OJ OJ OJ OJ W W O 40 OU M M M M M M M M M M M M M M M M M M M M M M M M M U C 6) 6) 61 61 61 6] 6] 6] O O O r r r r r r r r r r r r r r r r r r r r r r r r r O O N N N N N N N N N N N CO CO CO CO CO CO CO CO Cfl Cfl CO (O (O CO CO CO CO CO CO CO CO CO CO CO co U O N N N N N N N N N N N I� ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti 0 0 0 0 0 0 0 m 0 rn 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Z 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r 0 O a Cl) W O J U WLU W F Z q o O ¢ c O Nw W W ~ x > Z W Q � In In "1 7 1 0 I'- O O � N M N 7 O 7 N M 7 O M O W 7 M In M C V O V V : O O V 1- O O O U U V CO Il N O O M M Un ti Un O O U O OJ O O O V I- a0 O O Un O O Un Un O 0 0 V Un O O m N I- M O V w I- O M O V m V V r M M Un V X EUf) Cl) Uf) M M M M M M Cl) co 7 m N r r r- M M r- Un O O O ¢ O r CA coO O U) to f0 J a3 � fD � � N N N Y cli Ln N U 1, 1, Y � N L � U z O M rn Z U n W Z H H H o W Z O Z Z Z _ w W W W C0 U Q a z¢ w w w w o Q Z Z Q Q Q W O mLL Q Q w H to d w = U U CJ CJ Q _ w N J W m H Z Z Z V) U U LU K J Q Q Q > 0] (n LaL CC CO VJ d Z) 0_ 0_ 0_ Z W LLI LLI a z U) 0 S Z Z w O U Q CL c W U W ~ D W p .0 F co H Z_ LLI F Z_ U Q U) O a g 1 LL o z O Q w w w w w ~ c LU LU LU LU LU LU o a w W CSJ Q Z Z Z Z Q Q a H J > W w J W O W W S LL LL LL LL W d O O Q 7 O Z N O N N (D co O N N N O O m N LO m M co N O M M M m N N O O O O O N 7 N O O O O O U J CO Q CN � W co co V O M 6) - - W co W C W O O O co O O O O O Cfl O w > Un O d a .O N d C N N Q zT (O Z Z LL LL O m o at C7 HU TO Z co � Q' CO CO CO CO CL' L N > O NOD V OD OD N N N N O U U 7 C0 LO Ln w00 (If 00 Q co O Q 0_ 2 2 Q Q Q Q V C LO a N Z O n n N O U N 00 00 ti J f- 0) 0) O O O O lU) U H o0 r- 0O r- 00 00 w ti ti ti ti w w w 0 N C) O O O O O O O O O O F O F zw O O O O Q O O O O O O O N O N 0a 0 W W W W F w LU U � a Z�k W < Q > > 0! a a IL LU Z Z LL > 0 W V Z w w LL LL OU m m w 0 O Q Q i ZJ d O Q U U W W wce w LL LL LL O O Om H w F- F- 0 O Q i O O O C) w ~a a Q O w U U U LU w t7 J o o C7 U w < w z z 00 mQ Z z > w w LL LL> > O O w O w ? O wLLI �� vii y j Cl) O M W M M cO v O O N R O n ,Zr n O0 O0 N .Q N O Cl) O O Lo O N O p O O O OO 000 000LU O O S O r > O O O O O O f� r- O O O O O O O O O O cc C O O O O O O CO O O O O O O O O O O O O O Or- r- O O O O LO O O Ln CO N N N N E O O N N CO CO CO N 7 Q lO lO V V O O U) to (D O tD (D to to to O w J N (D (D tD (D tD tO tO w O w N N N N N LO Ln N LO N N Y Cl) R try (D ti co T O N � N N N N lt) t!1 N tD tD (D � Y O Dl lA fA fA D1 D) O D1 O � L � U M O � r O O r O O O O F- F- F- z z z z z z O Z Z Z Z z z z U`W W W LL LL LL LL LL LL Z N N N y WW � / ( ( U ❑ w W WW W Z JJJJ Q CJ CJ W ❑ O LL Q U Z Z Z U LL w w w w w w d' LLI WOf Of w W W J Q Q Q Q w W F 0 0 0 0 0 0 Q (n m z LL LL a LL LL LL LL p w w w w w w a w U H H W H z O �5 O 3 z LL LL LL LL w w w = LL c W 2 2 w 4 r O O O O d z z F- 0 U Q Y Y Y Y 0 0 O ❑ z z a s z z z z z z o w c W ❑ ❑ ❑ ❑ w w w w w w w U o � d a a d � z z a a a a a a a ¢ LU z Q Q U Of QU d of w 0 0 0 0 0 0 < ❑ 000000 LU LL LL a LL O LL LL LL ww ww ww ww ww ww o w OM M M M M M O O O O O O CL) O O O O O O L O O O O O O 7 r r r r r r O Z O CO (D (D co N V V In O O O O O O N C V O O O O O r r- co V V V V V V O l(7 O N �_ 2 2 2 N N N0 co M N O c0 c0 7 7 N 7 N J E U M N N N N M O O O O O O In O 0E O Q M O Ql O a1 M co co O co co co co co co CO O W CO O O O O O O O O r- r- r- O W W (n O d a .O N d C OY u) (O J J J af Q a w w w w O F LL N Q Q Q Q } Q Q Q W O z z z z Q U U U = ❑ LL LL LL LLof co n H U U N Z U> UU> C) X W W p to > LL > > > > O M M co O O O O O O z 7 C U Cl)_ C Cl) In In In lD } MO � Q N N N N N N LL O pU 7 O O =1O=1p ❑ p ❑ w S S S r r r r r r w r j C N N Q N Q N Q N Q Y (n (n U) w O O CD O O O O 7 Cl) M M N Cl) U O W 00 00 00 00 00 co 00 OJ 00 W OJ OJ OJ OJ O O Z F o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 U N o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O — — — — — r — — — W r F O U IL d J U w J J H w N O w Q pJp w U �_ w �_ � w 00 0 ww a O x w LL � p g o U w O w v m w w z w w LL LL > CL w O o V rn a W J ❑ 0 p O 2 p a O F M O Q Y J Z w Z V W CU F M .� p Z U U Q N OU Z 2 2 O LU w w ol w w Z W N ] N F Z F LL W' I.- O N M 7 m < Q U LO w V V V _ co �p CO CO C0 C0 O \ Cl) N co O ❑ q W W W M d) d) m W m d) L ❑ N O N O M M LL O co W W Yk Yk Yk Yk Yk Yk OO Q O S O O O O N S S S S S S LL O0 O W LLLL 2 2 2 w w w w w w W O (n > 7 (n (n U) > > > > > > w r O O O N f— l0 O O O O O O O O O O O O O (D O O O O C O O N V lD V O O O O O O I� ti ti rl� r- N O O O O O V Lr) LO M hO 0 O O O O 7 coM O O O O O O Q N r O O f0 f0 f0 f0 l0 O O O O N N N N N O O J N f0 w w w to N N ❑ N N N N N N N N N N 0 t0 t0 Y N M N l0 Ioon to n w U n A M n M Y OC O N r r r r r r L � U W W U U � Q Q M z D W Z Z W o W LU LU W Z Z O Q W W a' z Q z z o w w Q W W W •- Z U Q W U Z d d L c O > O Y co LL w Q z Q Z ? w Z w uwi 2 ¢ LL W OW a OW c U Of O w z O a w LU a m a a LL J UU Cf) LU a (3j): a U U U U U z z z z z 3 W Cl) WZ U U W U w Z Z Z Z CL af 0 a o W () a W z a_ z z z z U U) O U) LL a Cl) LL O 0 O z z O z z z z c a w Z a w Z W W W W z v = co w 2 D W D D D D ¢ ¢ W LL O LL O () 0 a O ❑ J O O W O W W W W a� N Q 7 O Z n O N n O N O O O O N 00 f� O N Cl C M W C` N M Cl) N co N N N N N N N O (D 7 V (D (D (D O O c0 c0 c0 J E U LO N N V M LO co LO (� CO Q CO O O M co O V V co f— O W CO O O O (D O O O O n O w U) O d .O N d C n y N 2 N LL Y i O m _F U Z ❑ ❑ O o O N Z Z N D) LO LO N U C U OC Cl) Wl❑L O N O W n O O 00 Z Cl)LL O n LO LO LO O C D w a O 7 N (n0 (n0 (n0 U � O Z (D LO Cl) LO 7 (D n m 0) O U O O O O N N N N N N N Cl) Z O Q O O O O O O O O O O O ❑ ❑ Z 7 O LL W U 5 O z z O w O a w LL z v w J z y z a z z y WW J (n LL a cn z a' w LU O z Q O z y ;_>U a U) Q ❑ w w y Z O LL LL U LL Q Z U Z W J N w C O O W W W _� OO a (7 ❑ Q W O CO w0 W W U Z w W ? W N O Q ❑ ❑ ❑ Q C7 2 J Q ❑ a. Q Z Z Z) 2 :�E O >� Cq 00) Z ❑ C7 :J LL O F Q F > N N M Q Q Q [l' ❑ Cl) 0) N (7 M ❑ LO ❑ N n O LO Cl) N M YW) N w M N 0) O M O Q O M U O 7 co ❑ LO Ln 0I N O O O Q 04 LL 04 LL � C-40 O o 00 W W r r 7 (� N O O O O O O O O O O O O L(') L(') W M M 7 C O O O O O O O O O O M M V V M n (A O OO O O O 0) O V V LO LO D N N W co(D ( M LO W W O M co O O LO LO O O n n N N 7 V n n M M n 7 E O O co co 7 7 O O LO LO � (O a0 Q O O N N O O to O O O O O O O O O O O O O J (p N N N N N N N N N N N ❑ n n n n n N f0 i0 t0 f0 t0 t0 t0 LO LO (O O � 00 m O N M LO w n 00 Y # (0 w n h n n n n n n n U n n n n n n n n n n n LO Y m 0) 01 A W a) m m O 0) QL LO O N r r r r r r r r r r L � U F- M N Z � r W a; 2 O J J J J J W _ Q Q J J J J J 0 r H H H H W K K K K K H Q O z z z z LL LL } } } } } z Q N CCwLU ) vi vi a a a a a g O y W W W W Q - —, . . . .. . W C7 (o IL Q Q Q Q O ~ ~ w w w w w O z Z Z Z Z LL Z Z Z Z Z Z Z Z K N J a a a a J J J LU Z Z Z Z Z Q W aNi O O O O w a s O O O O O g z O W W W W LL' 12 j j W Q Q Q Q O O O w w w w w z m LL LL LL LL U w w m a m m a w w w w w w U) U U U U U z Z z z z z J c W W W W W W W W w w w w w z U) p � H H J J F F F J (D CD CD (D (D = z 'Q o Z z a s z z z a ¢ ¢ ¢ ¢ ¢ O H H H H H H H U U U U U U z 0 z Z Z Z Z U Z z otS otS ot5 ot5 oPl in K W Z Z Z � W W W W W F W W W o a a a a s p z p Z) DWWW > > > w > > ¢ ¢ ¢ a a C7 a O O O LL LL O O O LL O O z z W W LL O O w w w O w w ¢ ¢ ¢ a a D W m 0 r` a V (D a 0 0 0 0 � 0 0 � r r 0 z (D (D N N N O O O N O O O O O O O N ry C M O O V V V O V V C M M M N N N N N N O O O CO O N co (6 O O O O O O O O O O r r O O O O O O (D J E U N N N N 4) O O Cl) Cl) Cl) Cl) M r E CO ¢ M co co co co M M M M 00 00 N N N N N Cl) W C O O O O O O O O O h h O O O O O O O wU) O d a .O N N C = a p coLL N O m O } L Y O N (D LL H U N z w m z r- � r r r- N 7 7 I� (D V M M W O M O 7 = m W C U M C N 00 O W _ 7 of co (D h co co V (O O C — O N O V M l() r N M N N ll.l W O U LO O O O O mO O O O O O O O O O O U C V (D w co w I- c0 co r r r LO LO (D (D (D N O O O oD N M I` co r O ON M t LO (D V L0 1- co U O N M M O O M O co co co co M d) m m r r m r r 61 61 d) r r Om CD z O O O O O O O O O O O cocO O O Or Or O O O U Z Z w W U O LL w LL Z a FU Q z U U � J Z w U N w Z LL Y w O Y p = O Q a w �2 U z r2 j w F O Z C! Z W oil p = LL Z w y 0 Z w Q Z W O (A Odz IL LL d Q z J W Q Q Q Q Q co O Q m m M N M (O O LO V O t0 O N N N O) r r- r- N to N N � O M LfI .Q O O LO O 14z 14zLO O O = = N O O w w > > O 7 7 C O O O O O UO U0 (D Un M O O O M M CD O O O O O 1` 1` O O O O N (D 1` M m co (D V O) O) r- V N O O O O N V V O 0 O O O r M O .00 O 7 N N r N r M � L O M O O O ¢ r r r r- N C r N O O Cn O O (D (D (O O tD (O J (p N N N N N N N N N f0 (O f0 (O t0 fD t0 t0 Lb Of O N M LO Y # ti � co m m O O O Y A A ^ r- A A n LO d N N N N N cn N N L � U z z n w w z 2 2 W W W 7 LU z oe a a ❑ W W x x z z z z 2 1-- o ¢ LL a a a W LU z N w O O a s Vj Q Q U M m ,. Z Z z = p z co LL K K 00- (D (D (D a N W W LL LL J U } Z W W aNi Z Z W 2 F Z m m m Q W p 0 LL O W X X U) F LL J m m W W z V) 0 U z U a a a J (n o U) Cf) H H U z z W W J J U) J J > > U w w U a s w w 0 0 W a a U) � a a o. 0 0 0 a a W H H H H IL IL v (D (D w w U) co U- z z z z—< co co ZZ m 0 0 O 2 2 22 (D C7 U) LL LL Z Z Z Z w w ~ ~ a O O O O o z z w U) U) ¢ ¢ Of - z z z Q c� c� w w = o 0 0 o w w z z a s a a > > > > LL 0- LULU WW O O O m m m m O O `m a Q m 0 z N N LO M M N N 1- In Ln O O N N C I- O Cl O O NM M O O C co co O O N N co M M N N N N OS O (D c0 c0 O O O c0 (q (q (q (q (q c0 c0 J E U O O M CO 7 00 w m N V (� E m a v v co 00 00 CO m v m m (0 °' v (D W C O O O 00 00 O I- O O O O O O O W U) O d O N N C O i O O LL U (D (D N Cl) O }a N o z M N o o co MLO U c U Cl)o0) 0) J � °� r rn Lon 0 0 7 d W 2 2 m N co co co co o r U c o o a K cn (0 ❑ v Lon 0 m O (fl ti N 00 M V Ln CD 1- L) `U 0 M V v v v v v v v v Z o 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 C. 0 0 0 0 0 0 0 0 ❑ O LL w LL z Z U < C7 Z m U Z J z ca z w U U O ZIr Z V) U Qcn LU F z w U ~ od ca J Z U W C J Q' O O z J w OC 0 p W w LL O O Li w V) C0 a 3 � O F U } z w m m = U U U U U U U H (0 LO Z W M N0 N O NN M 1n N M N c0 O 00 N O O 0 r W .Q O � O O � O O FO O O O O O O O O O 00 00 O O O O O LO LO 7 N00 N n n O O C O O O V V O O O O O O 00 00 M V OO 1- M M O O DLO LO O O O) C) O O I- 1` O O 00 00 LO M 00 O 1- O O O M M N N O O O O O O O (D LD Cl) N 1` 7 (D (D O O E 7 (0 Cl Cl O 00 00 1- r M LO (3) a N M M (D 00 00 O O Cn f0 O fD f0 V7 O f0 l0 O J (0 N N N N N N N N N ❑ f� I� n � n n n n n N f0 (O f0 f0 t0 t0 f0 LO t0 YN f0 ti 00 01 O N M 00 00 n co O 00 n ^ A n Y V) N N N N N N cn N N L � U W F z U Z W Q M W Z W w Z F O z z z _ Z (n (7 o Q Z W W W W H Q W W W r H Q ( H ( H Z H (D 2 z (0 Z z z Q � Q = W � Q m m W Q LU W w Z 0 Z 0 o Z (7 N W 2 :E Z O Q Q LQL Q LQL U` LL Q N N Q cG Z Z M d N Q Q 0 (o LL N 2 d J w = C) WQ a U U U w a w w Q Y W LL Q Q J Q Q Q W (n (J QQ F ~ D W O W O O O W W W F- LL m W LL a U) U 0 U U U U LL U U U U Cl) J 0 0 LU w N N LLI J J U U F5 F5 z z 3 Z Z W W W W U) co co co co co w Q Q C W W U U W W W W W W W U U U_ U > > J J J J J J J > > cz z 0Y a a a a a a a a z 0 a K a o w w a a a a a a a z z w w U Q Q fn (n LL LL w 0 0 co 0 0 co 0 0 LL LL p z z O (n O (n (7 (D (D (D (D (D (D z z O O J a J Z z z z z z Z a a� � W W a Q a Q F F F F F F F x x a a m 2 2 a a w Q Q Q Q Q Q Q � a CC ° ww w w a a a a a a a z z w w Q c7 c7 F Q F Q a a a a a a a = = W W 0 0 0 0 0 0 0 0 0 Li Li 0 0 (r m O z O O N N N N N N N V V r V V N N O O O O O O O O O N N N N M N M N N N N N N N N N N co M N O (fl (q (fl O O O LD (q O O (q (q (q (q (q (q O J E U O Ln N f� V r co 00 co 00 N 00 co LO LO LO (� E m Q v (ND h v o ((DD ro m m m m ((D 0 0 v 1- W O O O O 7 r- O O O O O O O 7 7 O 1- w a (n o a -o N O U) c 2 as co K LL y i O m o o z FO L Y U z (00 ((00 G) N N N � [,- M M N N M co co O V cD O O W W W W W W c0 C Cl) Cl) L` M 7 r O O O O LO C U M — N N 00 (n r co N N O O M M N N to N O M 0) N N N N N N N N N (0 LO OU (D O) O O O O O O O O O O O (j C O 00 F r V N M M M M M M M M M r O O O O 0) p N M LD U) N N w O M h UO N N V LO LO LO lf] LO lO N N N N ti ti LO LO z p Cl O pO O O O O O O O p O O O O O O O O O O O O O O O r r U r r r r r r r r r r r r r r r U to � W cl U LU O O V IL O W U > (7 C7 } J W U w N a N Z 0 Z O >w W Z J Z IL O � LL a. Z w3 0 < a o U Q Q 0 Z Z U to W a O O F- m F Q U OJ W W U U OU OU U U 1 a w LU N Lr) r T O 00 0] W N 00 N 0) LO (D M 00 m LL W O Q cCD oo n 0 0 0 to v x W o 0 W O O to to to Np p M Cl) N N 00 CO CO N V n O O 7 h O O O C M M (0q O f� f� LO LO O O O V V N o0 N N O o0 M N N O 0V V00 h � f� f� Cl) M a1 d1 V00 00 V LO M 0) W 0) 0) O O o0 W O (D (D M M _p _p O 7 V V r r LO (0 r r O E 00 W 7 7 N N M r CO 7 N N ID Q r. r. (0 N 0) O O Cn to to (O cD t0 O c0 O LO U O O O O O O O O O O J (0 N N N N N N N N N A n n n N. n n n N f0 (O t0 f0 a t0 a LO LO Y xt rn 0 m 0) m 0) 0 0 0 Y 1, 1` 1� t` t• A n 00 00 LO N N N N N N N N L � U M � Z Ln } 0 F- F- F- Z Z IL Z z z Z W Z W W Z W W Q W Q W 16 W W' < J o _ W W U _z ❑ co d Q Q z 0 z � z W ❑ Ln ZZ Q - K 2 LL V) J Q J Q J F 20 m (� LU LU = LU F LU 0] LL LL LL LL LL J LL LL LL ❑ LL ❑ LL W W W U U U a z z z U) C w z W W w w w w w w LU U w C '- J F F F J J J J J J > J ° LL z_ _z Y) z_ LL LL LL LL LL LL � LL Q o w w a w w w w w w w U Q Q J Q (n N U) CL n LL cn F- F- OL zIL w w D w z z z z z z � z LU D LL D W W W W W W 2 w Q LL 0 LL p LL LL LL LL LL LL F- LL O w w O w 0 0 0 0 0 0 O O d a� CL) Q 7 O z N O O O O N N N N N N n N C O V V V O O O O O O N O O N N N N N N N N N N N co N L6 O LO 0 0 0 0 0 0 0 0 0 0 0 0 J E U N r N N l0 00 N CO V LNO V r V N LO W O O O O O O rz O O O r O N O wU) O d a 'o N d C y N N Q O V M O LL Y N r V 6) r V O d O N N N N N N N U } L Y O O O N N N N N F N U OO Q U C U O C M O O M Y Y Y Y Y Q LO O - 7 O 0 LL N 7 Z Z Z Z Z Z O (Oj C c�0 000 N r (n LL O O M 0) 00 O r N M 7 Ln Ln 0 V LO U O N LO LO 0 0 LO LO (O LO N N N LO CT) rn m rn 0) m rn rn r r r 0) Z o o Z o 0 0 0 0 0 0 0 0 0 0 ❑ z N W F Z K xt Q OZ U O U Z z w J LL cn 7 = y U 2 J O WQ W d < OCl) J z CL a w Ov 0 � Or a O W a Q Q O ~ w a a z U U w m L w a c v w z z z ¢ a w W W Q (n J W t7 t9 7 O W Q y m N w m W W W U fA w Q W W J J x W W W W W LL LL LL > LLLL W O 00n r t0 M Ln U N 0) CD Lc m o o rn 0) w n _ 0) N 00 co N Ln O LL. 0) M Q O O O O O O O N LL N O w O O O N N 7 7 M Cl) 7 7 00 N Cl) N CO 0) O O O O C O O O LO 0 W W 00 00 LO O LO M O O O O O M Cl) O O Ln Ln O O - O Ln O r- r- E ti W W Ln Ln M M r r M O N O zb zb 00 00 00 00 Q O O Cn LO LO {O f0 t0 O f0 LO O LO D O O O O O O O O O O O J (6 N N N N N N N N N N ❑ f� 1� = � � n n A n n N f0 f0 t0 f0 t0 t0 c0 f0 f0 LD N M V Ln w n 00 Of O Y 4t 0 0 0 0 0 0 o O O Uw w ao o ao ao m w w m ul Y O 0) 01 0/ 01 01 QL O 0) O LO LO O N r r r r r r r r r U M D W w r Z Z o V) Q w F L9 Z � F Z r w w Z W Z Z W F F F F (D J Z O Z w Q 2 W W W W W Ir w W Z d W U` 2 2 2 N w < z U O Q � 0 Q w w w co d c Z O H Q < H w Q Z U U U 7 Ur V W Q Z Q w w W Q2i zzz Z d w � U o w y U O Q w ir C) J W W W m w O GW m U F a Of a a w W Z ami U) a Q w w w C c w w Z U U U o_ O d F Z Z F- W W W U Z) Z_ Q W O (n (n (n Q' J o U) Q z z LL LL LL Z O O O Z 0 w W W W W W W w � � � W W W a o ¢ z d Q Q Q Q Q Q a LU LU LU o O w w w U W J 7 fn fn fn In In fn D W D 2 2 2 Q d O 0 0 0 0 0 0 O Z O F F F- 0 O m w m m m m m m w Z) w 0 0 0 `m p� a CL) S O z N O O N N N N N N ON_ O N r N C O co M M M M M M NN N N NN N N M M Cl) M M co V N Cl) co co (6 O c0 O O O O O O O O O O O c0 cD cD J E U N 00 (D D) V N M O r V r (� E CD Q r Cfl V co O co (D O O M CND co Cl) Cl) M W r O O O O O O O O O O O O O O w (n O d a .O N d C y N 2 p p wY M O O O O O O (fl w O m N m m m m m m v F U L Y O z F O d N Z (D N N N N N N LO O Q C Lo O W W W W N w 00 [p N C U C0 — (D r O O O O O O O O O O N O O O _r _r _r r r r r J Cl) 0) CO co U C r LO a' a' 0' L 2' � ON Q O O ti ti W w w w w M M D) D) O O U O N (D N (D (D (D (D (D (D N (D M 1- ti M Z O O O O O O O O O O U O O O O O O O O O O O O O O O or r r r r r r r r r r r a r r r w rn w � � a OLLI Z Z a. U IL OU F N y z z w a J j U O Ow w LL O w 7 rn fi) F- N V J J w J a J w U) fq = a m a w O O w y w O z z = z LL O J ~ Q J J y J OR z LUp J m W O a' w O a' Q x LL LL OLL LL LL LL LL W O) f-- N m (D O _O M M Nto m (3) 01 Cl) a Q O O O O O O O O O O O N N (O (D O O O O O Cl O O O O O O O O O O O C O O f- ti O O In In In In In In O O O O O (n (n O O O O 0O O Cl) M co co O O O O LI) O O (D (D CD CD CD CD O O O N N O O M M r r r O N (D (D (D CO 7 7 N E V 7 (D (Dr 0) (3) O (D M h Q M M r (D (D r N O O to f0 m m m m (O (O m O O O O O O O O O O O J (6 N N N N N N N N N N f0 f0 (O (O t0 fD (O f0 (O YCD r N Cl) m h m U m m m m a) m m m m Y U M I� Ln r O � O Z W ❑ ❑ ❑ ❑ ❑ ❑ z r LU Z Z Z Z Z Z J_ W z (D LL LL LL LL LL LL U ❑ 2 W N O Q U U U U U U z W (D 2 O LL `G Z Z Z Z Z Z J O U W Q Z W J W W W W W W J 06 Z � � Q � LL H Y C C) O a a a a a a = O w w w m z > > > > > > F > > w w O 00 LL a O O O O O U m U LL (D Z CO Z U W z Lu LLI Q z U J c C CL z W j W LLQ j O o d U U 2 o. OQ 0_ H U ob � U Z U ¢ ❑ J U ❑ Uz z z z z z w z j z U U Z w w w w w w c� a w LL w ¢ ¢ m Q Z Z 0' W ofoC o U) Of d d o 0 0 o p (7 a O LL LU LU 0 W W Z) Z) Z) Z) Z Z Q D 0_ 0 0 0 0 0 0 w O O O Q ¢ ❑ O W W W W W W 00 w U d o mm m M M M 0 0 0 0 0 0 CL) 0 0 0 0 0 0 U O z O N O O O O O O O p O N N In LO C Cb O V V V V V V M V V N I� C V N N co N N V N N (6 O O O r r r r r r O O O O O O O J E U r N O O O O O O M co N r co (� E CO ¢ co co co co co co co W T r V M M CD w C O O r- r- r r r r O O 1` O O O O wU O d a O N d C y N 2 N LL Y i O D Z 00 (D ~ U O N ZO 0) co co Cl) M co co L O O C N O U r r U U L O O N LO LO M U U U V N J N ¢ 7 T U N L2 of OJ OD 00 00 00 ~O }¢ O 0_ ¢ J N O 0C 0 0 0 0 0 0 0 rn 2co ¢ r U O Cl) N N N N N N N 7 LO (D co W M U O ti (` M M M M M M M Z O O Cl O O O O O O O O O O O O O O O O O O O O O O r r r r r r r r r r r r r r r U U) 2 U W j 0_ } z N to ¢ Z O LU a O U O z z F Q N Z W IL J = d U 0 a 2 Q W O a w y 0 c ~ 0 fn W U) J N O J X U ¢ Z z z cuQ m LL z W OU Z (n Q O O w Q W W W w (7 C7 C7 t7 0 2 2 2 2 O r N M 7 Ln f� O CD CD (D (D (D CD M (D N LO O T O O) a w O D7 D7 D7 O O Q M Q) N O W O N O O N N 04 O O O o w w w w w w W W W W W W > > > > > > O O O O O O O O O O O W N O O O O O O (.0 O O O C O O 1- (` O O O O O O O N N O O D) O N N O O O DO O W 00 O m Lo LD LD LO LO LO LO O O co M LO LO M Cl) O 1- O LO LO N N M I- 1` 1` r r O LO LO (o (0 O D) 7 7 7 7 27 E N N 1.- 1` ti ti ti 1` 1` 6) (D (o r r ¢ (+j O O Cn to O (O (O f0 O CO O O O O O O O O O O O O O J (O N N N N N N N N N ❑ f� 1� _ � n n A n n N f0 (O (O CO t0 fD t0 LO t0 Y00 m O N M W) O U ooaD ONO co ONO coNONO coNONO Y OC O N r r r r r r r r L � U M � C r U) W LLIU) JJ Q Cl) Cl) OO O H LU O O LL Z m Z ul z 0 U m m O a w Q w of J w w N CD Q F d w � d w LL d d d OZ IL cM�D IL v v) w (<-, a W a a z a - u� cn cn cn cn U z w z z U) U z U U a z H w w w w w aNi w F z0 w O 0 O O §w F F F F F C J J CnO J (n J J m = U w U Q Q Q O w U U U U U U c O Q w w Z w Z Z O 2� w Q Q Q Q Q m Q U LL LL LL w' LL m LL d' LL LL LL LL LL O (D Z_ Z_ Z Z Of U ry ami J Q cD CD c O w¢ O z z g U z U w 0 0 w cn cn o- U Q O L) w w w w J J w w H H H H H U W d' w J J J J m m J J Z Z Z Z Z N LL U LL LL LL LL Z) � LL LL Q Q Q Q Q m U H LL LL LL LL a a LL LL g g g g g ❑ w w U) w =a WC� C� 4 4 C7 C7 C7 C7 C7 EEw z w w w w w z z w w OLL d J LL U U U U H H U U O O ❑ ❑ ❑ U w Z ❑ J Z LL Q Q O 0 w O LL LL LL LL W W LL LL ❑ ❑ ❑ ❑ ❑ U w 3: U O O O O LL m O O m m m m m m p o p aCL) M � o � r O z _ In N OCN O O O_ O CD O O O lCJ lCJ lCJ lfJ lfJ c It C4 I� (` M M N V N V V N N N N M CO N N co co Cl) Cl) Cl) N O CO O O O O m O CD O O O O O m c0 CD CD CO J E CUj V In m M V M N m N M m co m O O a CNO N V N M co m N m m CD M CO M coNV coNV LL, W O O O O O O O O O O O O O O O O O O �` O d a (n.O N y Nd c = N (n a LL i' N (D } (D O O O O O O d 0� O Z J z Y N W M N N WcocoD O M m N I- co I- w Z Z Z U J m V V N N N M m m LO LO LO m F U d a d m CD CD h M M w m M M M M M U r o c U O o > A O rn m m rn rn c U M — CD co �_ � o co F _ m 0 0 0 0 0 0 Y 0 r r r o 0 0 0 0 U C r N H LO N LO N F Z Z Z Z Z Z Z Z O O 0 N Cl) 7 m CD CD r-- 7 V Ln CD N 1` N m o U O 00 00 co co w w w w M M M M N M M M V Z O O O O O O O O O o U O O O O O O O O O O O O O 0 O O O O O r r r r r V r r r r r r r r r r r r r ❑ J J U Z d) Xt Z Z 0 W O — Z j H d C7 g J to LL LU LL �°, vi 0 N Z Z LLULU Z a Z 2 m LLa 1� 9) �a O O N 0 D ) CY 5 w w H ° Z LL Y w m ¢ U) cu ai rnLU O w Q w O O Z � x = _ _ m Z Z Z LU CO m LO a N n W Q O O N O O N O � r O O O O O LO Lo m O m 7 c0 h W m 7 w M _ 0 0 0 0 o O c O Ln Ln LD LD m m N M CD LD m CO O CD O O O O O O D1— N N 00 co V V m O m M M 00 V O co V O N CD LO Co LO r— m O 1` LO LO 1` N CO N M N MO LO co I- m I- 00 Co E N Cl) Cl) 1— ti N N Cl) 7 r r Cl) 1— M LO CO LO CD Qr r N O O CO CO w O CO tO 07 O O (U O O O O O O O J (0 N N N N N N N ❑ f� 1� n h � n n N fO (O tO fO tO t0 tO Y N N N N M M Cl) U m 00 00 O 00 00 00 Y LO O N r r r r r r L � U C) U M 6 LLI w w � W z O a F ❑ W Z K (D Q W Z LL Z Z w a 71WLU 2 Q W Y U w Q Q U} co a- Q J Q z O z O O D J a z w w a s z z Q J J o w _a U O w _w Z Z g Q W LU w a W W m LL ww a s z O U U OU w U z m w U) (n (n w Q w w U) U w w w U w U U w c c a a s _z Of � d 0 Z U � CW Q U) U W U) w W W C0 O O z o z z z c w z z � � w w v = cn w Z) w w 2 D 2 2 W Q O a O a s H O a- 0 O a O w O O O w O O O � o r v � o � o � o � r 0 z f� N N O N N O n n N C N M Cl V O O N V N N O C M co N N N co N co co N N O O O O O O O O O O O J E (Oj (OO O N N r (D V V V 0E O Q r V Cl) CO M M co V V V O W O (O 7 O I- O O O O O O O W �` (n O a a .O N d C N 2 (u (u LL Y i r _ W OUU CO W 2 ¢ U C (f0 lL w � N W U Cl) �O O ( Nti (O (O O (A O a D 00 LO Z 0 OO0) WN (O N J MCO O F4 a- 0 O U o "0 m v N rn m 0) v v m 0) o Z O O r J O O O r r O O O O O O O Z O O O O O O O O n° O z ¢ U Z Z�hN Z od U w O J o Z a (1) Z Z W W Z LL mJ w w c N w z v w z H > H U a w � w w w o v Z w v ~ a } C a J N O w ? H N W O w o w HLU 6 Q z a O M w OU w LL 2 W O Z w Z W Q O_ Z 7 0 O Y Y J J J W (OM M �_ 3i O 1A N O N Cl) r O r N O O -It to w LO 0 M O O 301 O Q) O N O O = O O O O r r r r w r r r r Lu O O O O 7 7 O O O O O O O (O (O O O O O O C O O O O O O O O O O O O O h h O O O O O 0 (O (O O O O) O N N O W O O O O O (O r— Cl) O O O O O (n (n CD CD (O (O CD (A M N N W W 1— N O N N E N N CO O N r (A OO (A N N (O Q r r CA CA N M N N r r O O to to (O CO tO tO (O CO CO O J (6 N N N N N N N N N N N fO (O tO fO tO tO tO (O fO (O YN M N to Oft 0 O M M M M M m M M M m w U a0 aD do co aD all [h all a0 a0 � Y (A 31 31 3/ 31 31 31 0 (A (A � L � U F— z w F- m p - (" p U w z z w Cn C'4 Z U F- W w z Z O Z LLI H W `� �Z LLI LU LU LLj (D Q Q w z cl 0 W W W r0 i W QW LL Q d Q Q Z Q 2 LL LL U z W (n N CD y Q >Q (n Z i Q Z U` LL Q Q' U co LL C O F- z > — Q W z z 2 Q Z = = O LL Z Q S 2i Z to O O C� S S S pf Q LL (7 N W U W LU LU W Z W H H Z w W W W U W W w z W LL w LL r Z O Z w w z z z r r g Q W Y w O d of w O Z W LL, U) U) Q z z LL LL p W O CD Q LU m U w cn cn -Z LL a J ? ? m LL w ? ? U v U 0- Z Z Z_ w 0 0 0 (n (n (n cn cn (n (n cn cn w U w w w w w w w w w w w w U -a C Z W W W W W W W W W W J J Z y J Q cf) Cl) U LL LL LL LL LL LL LL LL LL LL LL LL (D 0 Q 3 O Z W W W J J J J J J J J J J LL LL Z C O W <Q Q Q Q Q Q Q Q Q Q ° - z z W _ D D D D D 7 7 7 7 D n n 2 2 H v z a s > z z z z z z z z z z n n z d d w ZZ Z Z Z Z Z Z Z Z F- F- J J Q U U W (7 (7 w Q Q Q Q Q Q Q Q Q Q Q Q co S S U F- OCD W w w w w w w w w w w 22 a s w w Z z w Of Of Of Of Of Of ol0� w Of 0 0 C7 C7 w F- Q Q Q Q Q Q Q Q Q Q LL of Of CL Z3 U ZS W W LL LL LL LL LL LL LL LL LL LL J J Z Z Q O O LL a 0 0 0 0 0 0 0 0 0 0 0 > > af af O U w O O U 0 w w w w w w w w 0 m m a s w `m a U S O z N O N N V O O O O O O O p O O O O (D (D O C rO O M M M co C VN N N N M V V V V V V V V V N N CO Cl) N N N O c0 c0 O O O O O O O O O p O O O O O O O c0 J U O O r (p r M M r r r r (D (D co M O Ln Cl) V r r 00 In N M M co V W W (D (D M (D n w C O O r- r- L` O O O O O O O O h f-- O O O O r- w (n O d a .O N d C y N 2 N LL U i O W m Z Z _H U N Z U U L O C (0 N N r W W (D (D N C U M — 00 Ln LO o0 r r r r r r r r r N N O O M C — N N V V f� CO CO N N OJ OJ OJ O W W COcli co O O tD (Uj C M LO O O 7 7 7 7 7 V V V 7 7 t (n (n M M N O O UO r (D (D ti co co O0 O0 O0 00 00 00 00 00 Cl) Cl) N N Cl) U O O O O 0) m m O D) m O O O O m m V V O O O Z O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O p p p 0 r r r r r r r r r r r r r r r r r r r r V V O z Z IL _ Vi Z W LU W U a. LLI 7 U Z Z c W z Vl Z 0' J N O a O rL LL Q = W Q n Q H U 0 Z UU T)o. J J O O O J � LU N M Cl) ti W 0) to M N W OD P- N (O OOD O r N Q N O O Ln r 7 r � r O O LO LOC _ O O O O O O O O O O O O O Cl) co O O O O N N O O N N N Un p O O O O O O O O O Ln Ln O Ln O O O M W 0O O N N O D) co N O N O O V N W 00 h (D O O f` co N N V Cl) Cl) OM co (0 (0 7 O W Ln Ln (\ Ln Ln O Un W Cl) Ln N Cl) Cl) E N N N N O N N O Ln N co Cl) O 7 7 Q M M N r O O to (O (O (0 (0 O rfl OO O O O O O O O J (6 N N N N N N N N f0 (O O f0 l0 t0 (O YN Cl) Ln t0 ti on q U m OGD 00CY) co co co 00 Y OC O N r r r r r r L r U ( N Z Z W W H U U o LU LU 2 2 W Q Q r w w r U' U' W W W J LLIF LLI F Q Q OI-- Z I-- Z (O Z Z Z Q Z W Z W Z) U Z_ Z_ W W p1 O ¢ ¢ Z W 2 W 2 LL Z Q Q N (D Q U W U W (n (n H H IL o o Q Q a = o z zLU LU Z Z Z Z Z () LL LL 06 2 w w � a. N U U W 2 J J J J Q J J J J J Q W U) O O g LL LL 0 0 0 rC w g w p O} z LL LL p (n w p Q w w Q Q Q Q Q Q p Q Q ` Q Q 0 0 m Q Z Z C) U LL W' W' LL LL LL LL LL LL LL U LL LL LL z LL w w (7 (7 Z z Z z Q Q W w to to O O Z _p W w O p p Q o2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 J J 2 2 W W W W W W W m W (n D LI) LO( n (n (n co (n (n T) w a a ai uVi V J J J J J J J J J J J J J J J J J J J J Cn Cf) Z) 2 U m m m m m m m m m m m m m m m m m m m mW W D D D D D � � � J J J J D D D D D D D D m LL co � U U m d d d d d d d d d d d d d d d d d d d d z z 0 (D (D (D (D U U CD 0 0 0 U U U U 0 (7 U U W W U � Z_ Z_ Z_ Z_ Z_ Z_ Z_ Z_ _Z W W O H H H H H H H H H H H H H H H H H H H H W W LL LL LL LL Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z 2 W W Z Z LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL O O O U U `m 0 a U Q O z O (D O O O O O O co (D O O co co O (D (D (D (D O r N N N N C M M M M M M M M M M M M M M M M M M M M N O O r— r— C M M M M M M M M M M M M M M M M M M M M M N N V V m O (O O O 19 O O Lq (q (q (fl (q (q (fl (fl (R (q (q (q (q O m O O O (q (q J E U r r M V N V V N N N N N N V N N10 V (0 (0 U = CO Q N M M (O (0 M M M M M M M M M M O M M M w r M Nt 't W (n N N W C O O O O O O O O O O O O O O O O O O O 1- O O O O N N O N C d H H coLL O O O W O O Q W O W N N H U N Z o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 p _o r o o Cr r r r r r_ r_ r_ r r r r r r r r r r r r J Q r r O co C U Cl) — O O O O O O O O O O O O O O O O O O O O W 7 N N 00 Ln C — co M M M M M M M M M M M M M M M M M M Md _J O co M M 00 O U M M M M M M M M M M M M M M M M M M M M O W W V Ln p C M M M M M M M M M M M M M M M M M M M M Q 7 r r co co O O V V 7 7 7 7 7 7 7 7 7 7 7 7 V V V V 7 7 N In O 1` M O U O O O O O O O O O O O O O O O O O O O O O O V O O O O Z0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o r r r r r r r r r r r r r r r r r r r r r r r r r r 4 a CL o O w U LL WZ < U W z C7 v a z Li O 7 a rn rn a J J LL J O O O c IL CL OW W W cu O c z z o cu Q a a z z z x 2 2 2 2 w W) m o0 (fl N M O (0 WM M Cl) Q N O O N Cl) 7 O In h LO 7 Ln O l() N m O N N N O O 00 (O O m O O O O O O O O C N O O O M V O O O N M O O (O Un (O O (O V V Ln Ln O O O O 0 u) V N � O N O 1` 1` N N co M Lo O O M M Ln Ln 1— N O Ln Ln O O r N N r O r (p O O r O N O Ln O O O O N Ln W o0 00 f� E N N M N r r Cl) 00 r N N N N N Q O O Cn (O (O (D (O (D O O O O O O O J (p N N N N N N f0 t0 f0 (O t0 Y # a W N Ln Lo Y (10 m (O (D GO LO N N N N N L � U W W W W W UU U U U z z z z z M N Z Z Z Z Z N W W W W W F F F F o F Z Z Z Z Z Z Q Q Q Q ¢ w Z Z z O F 2 2 2 2 2 Z w W c0 W ~ Z F F F F F J w LUL O W U W W W W W z U W < w IL z J 7 7 7 7 J � Z Z Z Z Z Z Z ¢ Co Q O m O O O O O x 2 2 w w c Y w Y Y Y Y Y Y F z z z z z z Y w 'm a J CC Z a K c Q w ¢ Q Q Q Q Q O O 0 0 0 0 0 0 ¢ F W ca a F a a a a a a } U (n (n (n (n (n (n a (n (n (D z Z C z z z z z J d U) Q Q ¢ ¢ ¢ (n (n (n (n (n W W W W W W = ° C Od F F F F F d d d d d = _ _ 'Q 0 a Z Z Z Z Z a a a a a F F F U W = z z u=i u=i u=i u=i co O O O m U Y O z z z z z O O O O O in in in LU W z w w w w w 0 0 Z Z Z Z J Z 2 2 2 LU z a22222 z z a a a a a a a a a o w a a a a_ a_ a_ a_ p p a a a a w of O O O U Z W J J D D D J W W W W F W L� L� LL ¢ O a 0 0 0 0 0 m m m a ¢ a z z z U ¢ O w w w w w m m 0 0 0 0 2 0 > a� a CL) 0 z N O N O O O O O Ln N N N N N In N N N ry C f� Cl V V V V V O O O OO p V co N N N N N N co Cl) N N N N NN N N N L6 O O O O O O O (9 10 Lfl LD O (q (q (q 'I) c0 cD c0 O J E (pj fl- 00 Ln Ln In Ln Ln O 00 M M M M M M r N N N N N N N N M r N N N N N N N N r (� E m ¢ co (D (D (D (o (o (0 0 (D v v v v v v to v r- w c 0 0 o O O O O O 0 0 0 0 0 0 0 0 0 0 r- w a 0 a 'o N O N c T- LL ao LU O O QO O O O O co 7 r 7 >- L Y O (� _ O O O O O F U p 0 z O M O In co CO coM r O 00 d N w 7 V O O (fl O n W U '(j L O c N cD I� O O (fl N N O O O O O O O T 0 C U Cl) — O � 00 V M r M V V O O N N N N N N— 7 w (0 > O O Ln Ln Ln r— r— O O O O O O r— r— r- z p C O C\jU O O O O O O O O F F F F F F W W W U c U0 00 O N M V Ln (D ~ M O N Ln N N N p O O O O O O Z UO O O O O O O O O O O O O O O O O O O 0 r r Z r r r r r r r r r r r r r r r r r U � z z o WLL. a z r J a < O w y w ° a U z W Z Z (1) J O J m a Z z Qo w z v O U 0 it LL H < W m W c a J at) p w W z Q fA Q 2 p. Z Z 2 Z Z 2 Z Z LU O N T P� 00 N M O N M .Q M O O r 00 M N O � 7 r O O O O O O O 00 O O O O O Lo M N O Lo CO Cl) C O O O O O O CD 00 O Ln Ln Ln O O O O V N M 00 LD rl� LD LD LD 0 W W L` Ln Ln Ln M Lo V 0) co O O 0) W O Ln O O O O N N 00 00 7 7 N N I- co 7t 00 7N O O O E (D O Ln 7 r o0 ID D N N Cl) N L9 r (. N N N ¢ r- r r N co V N M O O LO LD O LD t0 O LO O U O O O O O O O O O J (p N N N N N N N N N f0 i0 t0 f0 t0 t0 t0 t0 Y Cl) Ln N co Ln 00 Ln O U m m m m m m m m Y Ln N N N N N N cn N L � U z z z z z z w w w M M cG rG 2 (D F Z F a N LU LU LU O U O H z O Z W z w o LU LLI Q W H z Q W z Q z W O W Q W ~ H H H (W7 z z O w g (U w w (7 w w W 2 LU (D W ¢ (� w Ir 2 z w (n Q ~ w w w W w w w w w z 2 (W7 Q w Z ¢ w g w w O w Q z z w 2 2 CD Q W Z LU C7 Q Q Z C7 Q Q O Q z Q z C� z 0 w w Z CLU 7 Q U (Wj w C7 C7 ¢ ¢ z ¢ ¢ z a Z Q o z ? ¢ z ¢ ¢ o a > o z z co LL w Z Ez Q 2 W Q 2 W a w Z Q w ¢ Q Q H Q Z Z w Z H Z N U ¢ H 2 U H 2 of U ¢ ¢ U U w r W w � (Wn U W Q w w c LL m LuW Y W LL W Y W LL z m Z Z W z W W Y Y J Q Y Z M Q U U LU cr LU � Q W Q W Q Q 0 J z LLJ Q OLL Z J ¢ ¢ W O W O Q W W 2 m O O CD U) LL (n LL (n (n (n LL (n Cl) U U ¢ U LL m Z Z W !n LL LL LL d' d U U 0 F Q' LL J LL LL W W U U z z 0 0 0 0 0 0 0 0 z z z_ Z_ Z_ Z_ Z_ Z_ Z_ z_ _z _z w w ° c x x x x x x x x x x z z Q o 0 0 0 0 0 0 0 0 0 0 0 U J J J J J J J J J J (n (n (n (n II &5 !q ( (n z Z Z Z Z Z Z Z z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z g g g g g g g g g g w w 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 w w LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL D D w w w w w w w w w w w w w w w w w w w w w w ¢ z z z z z z z z z z O OLU LU w w w w w w w w w w w w w w w w w w w w w w `m O z V M M M M m M M M M M M M V M M M M M V V C CO CO M M M M M M M M M M M M M M M M M M M M C N N N N N N N N N N co co M M M M M M M M M M M M M M M M M M M M M M N O O c0 c0 c0 O c0 c0 c0 O O O O O O O O O O O O O O O O O O O O O O O O O O I� NNco) O r CD r NNO N M n O N WJE r M V CD I- r V co I- r M t V (O (O O M O2 co co O O O OO O 000001- 1- 00r- 1` O O O O O OO OOOOO O O W U) d .O N d C r y N 6 2 N O i LL N O D7 D7 D7 M CO W W W W W W W W W (D N M D7 D7 M V NO coCD CD co CD CD CD CD co CD O 0 0 0 0 O O O O O O 0 0 0 0 O CD O O O O O O O O O O O O O O O O U j L O m O r M M M M M M M M M M M M M M M M M M M M V V C N O O O O O O O O O O O O O O O O O O O O O O C U M - V A l(') cc) O COD O COD O COD O OO OO CMD T O O O O O O CD CD CD CD CD CD CD CD (D (D (D (O (O S (D O CD = r- M 00 00 00 00 00 00 00 00 O O > > > > > > > > > > > > O 'U W o7 m m m 00 W W O O > > > > > > > > > > > > > > > > U � O N M M co Cl) 7 7 7 7 O O M co co M M M M M M co co co co M co co co co M M 7 7 L) O N N LD LD LD LD lA V O N N N N N N N N N N N N N N N N N N N N N N Z O _ _ _ _ _ _ _ _ _ _ O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O } p p p p p p O O O O O O O O O O O O O O O O r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r o O J z Z 2 � U W d F F- W W LL c Z a ¢ w U F K Z W w LL O Q O a Q W NLL -6 O n LL x Z Z O W N m O M � r r M O Ln Ln Ln Lo Lo N m In O O O O N O O O O O O O O O O O O 7 O O N O N (D O O C Ln LD 1- � � � � � r- r- CD O O O CJ Ln Ln N O 1- O N M (D W O (R O O (` O Un M O N .0 .0 00 00 Lo Lo Lo LD (D M M CD Ln r r r M M V O (D to h Ln h V V V O O co co Cl) Cl) M M M M 0 (D (fl N r N r r O 00 r N r N r E N NMMMMMMMMW N N Ln ¢ M O O Cn to m m J (p N N N O N Y # m (o (o U m m m Y U[ O N r r L � U z w M V W W n N U U O Z — o U W ¢ otS (/) w U z K tY K (7 r Q F W W W W 4 o W W J z z_ z z Z z fi m N U H LU ¢U U O U O M o z LL LL co Cl c W ¢ ¢ z WLL U N 01Q U F W J (n } Q W W w a 0 z Q = N pe K K U U m o LL ai ww a Q m U w w U U z z m w Un w ¢ ¢w Un Un Un U) c C U W U W W U W W W W ° c am d � z z Un U) � d a d a a o w a F-: w w w w a a a a v U) Z) z U) ¢ ¢ J J (n > LL Q LL a s LL w w w w M ly z CD w z z � z z z z CL (9 a w w Un U) LL z 2 2 w w O w K❑ w a a U U D w Of y Of Of ¢ F CL F 0 O LL LL 0 = W W W W O O m O w w O O LL O 0 0 0 0 +T a m O 0 z f� N O O O O M N N N N N M N M M M N N N N N N N N cu O O (q O O (o (fl O O O (q O (q (q O J E U 00 f� (D N_ V V co N M a0 0) (� E CD ¢ N Cl) (D V V M (D (D N O (b W M V LL, N O O O O O O O O 7 O O O O wLo O a L .O N dc R N = O U co a LL O a D ^ O n } L Y O D F O N Z O C) coLD Ln co U 'U L O C p r r O N N N 00 Cl) O O O O C U M — O O V V N N LD W m N N N N c 7 O Ln LO O O Ln Ln V (D N N N N U O U > OD (D LO N N O O Cl) co 7 V o7 W O 00 O V Un (D C` OD W O r N Cl) 7 7 7 7 U O N N N N N N Cl) M Cl) U Cl) Cl) Cl) Cl) Cl) Z O O O O O O O O O_ Z O O O O O Q Q r r r r r r r r r w r r r r r J � Q F Z U 7 Z V =O z O F O z U V (w_nLUz a O LL U CL Q wa O W z LU F z Y 4 ~ J z U 4 O LL Q 0O Q Y p c 0U U m F O Q to J cu V w zm LU = d =LU < p LL LL -a x O O O a a a a a a w O a. O Cl) ti O N M 00 M n OD N N _ M N N LO n A n Q O O O O N N O N N (n � O N N N (D (D O O O O O O O O CD CD O O O O O O O C M O� Ln Ln W OJ O O (D V O O O O Ln LD N N N N cq � N V N W M V V V V O O O O N 0 N O N N N O Cl) r N V V N N M M M M N ¢ Ln Ln (O r- O0 O O O CO to O (D (D tD VD (D (D fD J (>S N N N N N N N N N N (O (O fD (O t0 t0 (O (O (O N M Ln (D I- co cn O U w w aD w w w w w w LOY LO O N r r r r r r r r L � U a z a F W 2 J W Q � C7 W m M nLLI Z Q W 2 00 N 0 U)0-1M F — w' Z F- EL z a_❑ Z F F LLl W W W w W J F z Z w Z U` V d J xs Q w a o Q LL z 2 U z w w J O > J F 0 d cn U ❑ z w w W z w d Z Lu K W N 0) Y F W ❑ rU C7 C7 Q Y Z cf) wOf co d W OLL C r z z U p - W w Q Z N t � Q wv �D oOiO J of ZCl) N Q 2 ❑ O OZ O z w❑ U n T m m m O w ¢ U a ❑ 2 U a a ¢ F w' I-L U U U w ~ ~ ~ U U) zw U) J J J W U` U` U` U` Z W (n W W Z) Z) Z) c U Z Z Z Z w w w _U U_ U) U) U) a 0 W z d d W O W O O L) ci U (n m m m m Q = _ 0 F � (7 C7 C7 Cl)LL (n LL Q LL O F d a d a F C7 C7 O , O Z Z Z CL w z z z z z w z z a a a w w w o LU LU LU H H H H p a Q Q K K Z Z Z Z Z Z Z J H d O � � � � D 0 a s H K H z z z O W LL d a d a m W O O O F O W W W O N aT M o � O Q O ) O Z 04 O M (4 (D 0 O O O N N N N 04 N N N C N V M M M M M O O N N N c C Cl) f� N Cl) M M M C9 co N N Cl) co co Cl) co Cl) N O O O O O L'9 O O O O O O O O (q O J E U Lo C) M N M N N VN 0) n O O (� E CD Q r a0 N Cl) Cl) O O O (D (ND O O w co co W LL, C n co I` O O O C) O 7 O O O O O O (D (D (D O d L .O N d C R N Q O O co O LL i M O w' m W 7t } L Y O w M F U Z Tk d 00 cD O N O Cl) Cl) O n O Cl) L C (0 Y CD O M m O p OD (D 00 r- Ln O o U o C U Cl) — p Q In OJ O O N N 00 N CD CD O 7 — = V M M V V a. M OD V V V O Cl) M O U C N !n r r r r r d M W Z Z Z M M M C O LD UD (D I` W (D I` p Cl N M V LD O ti co U O lD M M M M Ln lD M V V V V V V V V V z _ O O O O _ _ O O O O O O O O O O U O O O O O O O O O O O O O O O O O ❑ U 0 it: V Y O Z U d — 7 0 mLU O U -j F O O 7 ? Z rn F > M j J w Z W F- 0 0 = Z U U o O (1) m w O O J m D) U Z cu _ Lu o w O W _� F Z m LOW m 2 O 2 Wy (� 0 N Ln T (D (D 0/ M lA N 00 D) V M (D N N n a O 00 N N to .Q f0 V N Q N LU O 0 O O O O W n > 0 o O O O O Cl O O O I-- O O 0 0 O O 0 0 0 O 1- M M M p p O O O O O O (P p UD Ln O O O O UD O UD 1- In W OD O) 07 O N W M O N V V M M N Ln r O (D O p _ O O W W N N Cl) 1` O 7 Il- W ODM M (D M m Ln 1- O N M N n E o O LD LD 7 L() I- ti 7 V Cl) Cl) 1- N � Ln N Q O O N N M D) 0 N V V V (D (D LD LD N N D D N N O O Cn to f0 (O (O (O O (O f0 O O O O O O O O O O J (6 N N N N N N N N ❑ f� 1� _ � n n A n N f0 f0 (O (O t0 (O (O (O N Cl) LO O h 00 U ao a0 ao ao ao ao ao M LOY LO O N r r r r r r r L � U W F Z U Z W } Q z 2 N O W W W J r 2 O o O Z W J Z Z H Z Q O W Z Z F z O p p W � O o LU F g wLLI w a LL LL W Q a C a m O O LL ~ >- z J n n Q Q Z m LL Q LLL F- '' _ _ '� g w Q w z LLI z W w z z aNi 2 z O F F Q Z O U O O L Y 0 0 LL z cn — cn 00 z LL d O w d z z U LL d d d E a Z N N O J J LLI LLI U U U Q F F z z z 3 Z Z Z W U` J Q Q U) W c W W W U Z D H F- 0 j Q Z z_ z_ w a O O a co 0 () Q Q Q U J z Z Z j W W U) O N LL p n n U) LL LL LL a o z z z a a z z z > > cn � w w w LL c� _ = Q cn cn LL cn m _z U cn D ¢ w w w z H U_ U_ LU OU 0- wD D D 2 z m Q' d' W H LL LL 2 J Q a a s F- Of Z a Q LL LL H LU LU w w o a cn LL LL O 0 0 0 ?: a o C:) m M � o � r 0 z O (D (D I� O O (D V N lf) O O C N M O O O O N (6 O (D (D (D (fl O (fl (fl (fl O (q (q O c0 U _ 0 (O Q N M CNO N (fl V N 00 00 r W N M N W C O O O N O O O L` L` r O O O O LLJ (n O d a .O N d C y U) = d LQL LL O D O Cl LU } L U O N Q N Q O O M J O NLO Z 0) LO M W N W r O M (3) (3) O C U M C Cl) 00 r- r 00 Z O Z D) O D) r Ln Ln 00 O O V V V r- co N D) O U (D (D O W p W O O O (D Cl) co Cl) O Y (D m m m M N N N N LO C O 00 (3) O N O N co O 7 Ln U) r w U OlD V LD lD ti l0 LD LD (D LD LD LD (D Lo Z O O O O O O O O O O O U O O O O O O p p O O V O O O O O co W F- 0� O C d N d W z L 3 a w Z W W U 7 Z U > p Z U O } Q Z w z W w o a ° a a U d a H > W y 2 W W W W � Z O O 6 Y Y Y YZ O w Q Z WN Cl) N (n W N W (n y Z _� CD N M N 0) d' O n n Lo a O O O O LY N N O (n r N O O O O O O O O O O O O (0 (D O O O O p O C O O O O O O O O O O N N (D (D O N N N 0r- r- O Ln Ln O O N O N L- L- O V a1 a1 (O (U O O m O (D O O L` O C) V 7 N (D M r r co (D 7 7 E N 7 (D M Cl) Ln r r 00 W W QN N r r r- r- O O (0 f0 (D (D f0 fO (0 f9 O O O O O O O O O O J (p N N N N N N N N A n n n n n A n N f0 (O f0 f0 t0 fD t0 t0 O) OY N M Ln w# ti 00 rw m 00 m m 00 Y 00 00 OD co 00 00 00 00 a) Lf) � N N N N N a) Na) L � U M I- N (n Z Z O H F- F- F- ~ H H H H F- F- H LL Z Z Z Z Z Z Z Z Z Z Z Z ot$ W W W W W W W W W W W W z LU LU LU LU LU W W W W W W W N (D a U U U U U a a a a Q a a Q Q a a a M\o a U d ¢ Q Q ¢ ¢ a (7 C7 ¢ ¢ a ¢ ¢ ¢ a N LU z_ z_ 7 LU Y Z Z Z Y Y Z Y Y Y Z Y c W w w w w Q Z Z W' Q Q m 2 W W W W W W W Q Q W W W W W W W W CD a J J J J J J J J J J J J J J J J Q H LL LL LL LL U U d d U U U U U U U U d U) (f) (f) (f) (1) CD (7 C7 C7 0 CD (9 (9 0 0 (7 W C W W W W Z Z_ Z_ 0 -,5 d a a a a = Qcn o a a a a co (1) co CO Cl) U) U) U) (n cn cn J J J J J J J J J J J J p C� cn C7 C� C� c7 a a a a a a a a a a a a z z z z z C7 C7 U U U C7 C7 C7 C7 C7 U C7 m ¢ K Q Q Q Q Z Z Z Z Z Z Z Z Z Z Z Z H H H H H H H H H H H F- 0 w H w w w w Z Z Z Z Z Z Z Z Z Z Z z LL Q a a a a Of Of of Q� 0� [if 0-1 Of Of of of Q� O O O O O a a a a a a a a a a a a O O M O N N CL)� O O 0 O O Q 7 � � O Z N In N N N N O O O O O O (D O O O O O C O O O O O M M M M M M M M M M M Cl) O N N N N N N M co co co co Cl) M M M co co co L6 O (O (O c0 (O (O (O O O O O O O O O O O O O O Q04 O� M M M M M WC O 7 O O O O O O O O O O O O O O O O W cn O d a O N d C � y N 2 N N LL O CO J J_ J_ J_ J_ _J C', -J _J J_ J_ J_ J_ O CO O W O O ';t d' W' W' d' W' ao m 0 a a a a a a a a a a a a H U O Z N 0o M M 0 Q Q Q Q ¢ Q Q Q Q Q Q Q U L O C MCD N N LLL N W 000 W W w w w co co c U Cl) — c > > > > c co c co c co c co c co c co c co c co c (o c co c co c co c — LO 0 0 0 0 C) C) 0 0 0 0 0 0 O U N O O O O O O O O O O O O O O O O O O O O O O O O O O ti N W O) O Cl) U OLo CO Lo Ln O (O O S O S CO C9 CO O O (O (O CO CO Z O _ O O O _ O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O U r r r r r r r r r r r r r r r r r U � J Z d a y w IL a Q O (n v N z W O Z Z m O H J LLJ H W Z J O 2 cu Ow a � o. k z O w w co co rn N OM co _O n N N Q N O O O U co Cl) O O f- N O O Ln O co r m N O O W O O Q) 00 C N N O O O M Ln OJ (fl O O O0 fl Ln M O O O M O M OII- r- Ln Ln m W m r-- O O V Ln I- r- r- V Ln N 0 Cl) co I� LO r � O V N N N Cl) N 7 W CD V � 7 CO Q N O O (O O O (D U O O O O O J (p N N N N N f0 (O t0 f0 Y 00 00 00 O U 00 m coo 0000 m Y p[ O N r r r L � U M 00 W W n N U U F- m O Z Z Z o W Q Q F- W H Z Z W W W W(0 LLIp (n W W Z Z W Q LL o DW W H U CD Q Q 0 Z N C Q Q (n .. O U Z � _ co d Z LLL Z Z Z Z Q co = LLIz F W Q Q c� c� W LU LU W W W m O Of K p Z Z > > V O m C7 C7 Q Z m a a U) C) in in WO WO a W W cn w U U W a J Z Z U) W IL 0 LL a_z w w w w LU U w Q O J J J > J a o F- a a s Q Q LU j z N U Q C7 U) cco co � � LL c Q p 2 z U C7 C7 C7 z z O C7 W c (7 (n Q Z Z Z W W a Z < p W W O W d w Ir D o QLL z a a s O =U' F- d 0 m Q Z) O O O W W O O cn `m a) a O z O 00 LI) N N N N c0 c0 N O C M co O O O C N co N N N N N co co co N V 0) O cD cD cD cD cD cD cD cD cD cD cD cD J E U N Ln I� O N co co cD c0 r ID (� E CD Q c0 cD V M O0 V V V V M 00 CD W C O O O O O O O O O O O I- LLJ (n O d O N d C co 2 N LL UCD W Q O m O J J U v U H CJ o Z m L m U U JO v L N > O coco N O LL O O W U U O C N t` m co 00 H O d) C U M — N cn c0 O O r Cl) N N cd O V C — 0) N V O O C) 't m co = LL. O O C (n r z — O O co co ON LL LL U O N Cl) 7 cDn cD 00 7 Lf) O U O O 19 wcD w cD cD 0 Z O O O O O O O O O O U O O O O O O O O O O O O O p U � Z O U } a s ? O U) O a U } a LL K Z w O z Oa ` a O Z UZ IL cn x W d Z U w U) LL' U 2 J (7 J x F O a a Q - x O y 7 U Z N M p y ~ U O d W W Z m Z F CL LU O. N N U) N N fn cn F F F W 00 N (3) cf1 c0 01 N 00 M _O C-4 N n N 0000 Cl) ICD Lto ( n to Q O O O O O O N N N O N C,4 O O O O O V O O O O N N : V cl� O O O O O N O M O O O O V V co co co c0 W W LO O � Cl) V O O V f� O O O r r Cl) Cl) N LO L` � O LO � cD 00 E 0) 0) N N V 7 M M 7 00 N 00 r O 0) 0) r N 0) Q r r M r lD N M N N O O CO c0 c0 c0 c0 t0 t0 c0 c0 c0 f0 U O O O O O O O O O O O J (6 N N N N N N N N N N N f0 f0 t0 cD c0 t0 c0 c0 f0 c0 O N M Ln m NY 00 m# rn m m 0, w rn a) 0) 'm w U ad ad ad co ad ao m ao ad w L-1Y O Ol 01 0/ 01 C0 0) 0) U Q Z W F W N W W W W W 2 Of C7 5;LLI Z W Q Q Q w Q y Z w w 2`C `C `C 1-- `C Of o 2 d Q a z z � Of a' a' Z a' a LU z O O O Q w w w }w wLU CD d Q W Q Q Q o F Q z w w C7 C7 g w J w w z w aNi WF H U ¢ _ ¢ ¢ x ¢ K z U cn w LU L) z > ; O of m LL LL a ? z wn U U u) (j) OU U d U) co W U Z Z Z Z Z Z -� Cn (n WZ J J J J J J N w W W W W Q D D D D D D W C C J z U U Q LL z In In In z In U O - a w > > � z z z z z z > a o D w wz z O O O O O O w Q uLvi U N 0 LL LL Q U' U' U U U U a z0 m O O W z z z z z z LL0 M x z fr W a a Q W w w w w w w a o Q w w Ir ff 9 z z z z z z cr U F � Q 2 2 I~i D CD CD CD CD CD CD M Q O w F F O 0 z z z z z z ~ a I O O V) w w w w w w w 0 0) N � O N CO Q 7 � O Z N Un N N O_ O N N N N N N r C co r It N N N M N V Cl) Cl) V N co co co co M M Cl) N O O c0 O (9 O O c0 c0 c0 c0 c0 c0 c0 c0 J E U m r r- M M r r r M LO r Q co Cfl CD co co I- r O r r O n n LL, O O O O O O I� r 7 I- r 7 I- (D w Cn O a .6 N d C r R N C6 x coLL a O) i _ _ _ N _ 0) O a' 10 Cfl 7'k 7'k 7'k 7'k 0 7'k 7'k Cl)~ O O O O O O O ~ U N Z O U' O 04 O CMD CO (o M (o 0) M C N Q 7 m V (O C U Cl) - M Cfl } W ti Lr)CD C� r m m m m N 0 - CD N Q _J O Cl) a M M M M M M I: (j C 2 2 V d N Cl)LO O O O O O O O O O O co W w O co 7 r N M 7 Un to I- U O (D O (D (D 1� ti ti ti ti ti ti ti ti ti Z U O O O O Z O O O O O O O O O O Cn w U O It: U w J d J a a (6 W W U O Z U O = U ~ = U (q C7 Z CD F- O Z LLI U O Y t7 C7 w LL O a w a Q U) o Q p y Q Z LL Q Q Q > a y J Z Y JLLI Joc) F atS to Q W W W 'DW W ((m W F > > LO 7 m a O m (n N 12 Cl) n O CO O I4 0 M In m to N N M (0 4t N w N LO N O Q O O N � � U I� N Cl) M W W O O O O Un Un O O Un O O O O Un O O C N N CO CO O O O O O CD O O Il O Un O O N O Un UO UO CD CD N N O O M Cl) Un Un O) O) UO N Un 00 M CD O M M co M N N O O 7 7 I- I` N N (D 7 N N O M D] .0 N N O O 7 7 r CO ti CO Cp Un Un Q M V r O O Cn (0 UO f0 CO t0 (0 (0 (0 (0 J !6 N N N N N N N N N N f0 f0 t0 CD t0 t0 (O UO (O CD O N Cl) N Y # m O o O O O O O O U m m m m m m m m m Y L � U M O w M z z z o J H H F H H U W W W Q Z Z J O W W W 0 W o O O p U' 2 U O O g g Q Q Q z z z p In O Q Q N N Q Q Z Q W Z Q = Q (n W W Q Q Q U U U W a' a Z Z U z U' ❑ Z U Z W Q Q } } } U W Z ❑ ❑ Q Q Q J CD LU LL ❑ cG J LL LL Z J Q S Q Q Z Z Q Q Q H H H ff z O J J Q Z N H H Q F Q Q Q W Ja `� `� W W W ❑ ❑ ❑ Cn U W a' a' (n U Z c W W W W Y W W V U Z) J J Q Q Q Y Z W W Z z CO O Z K C< z ❑ O O W U Z Z W Q F W Q W W Q a' O Q O O W W W O O O Q W W W W p J z w m cn cn O cn LL O u) U F m z a m U U V U U U a F w CD CD Q U LL a U Z_ H � � F- H J a Uz Z Z Z Z mQX W W U U U Of Of ll� Of aLL Q W J w 3 m m m m (n U F W Z Z Z Z Q Z F Z) Z) Z) W w z U _O _O W _O W . F- J J J J W J S S W � (n (n cG O (n W U W m o. O z 0 5 00 025 025 m a5 CO U) li ❑ In In a' Q (n Q Q N U S Y Y U O a d d Q j Q U Q p z D LL D D d Y Y 0 = a Q J U 2 Q z J U z O a C W LL X LL LL LL p J J J L � J W U W L Q W W W W m CC 0_ CC I a 0_ 0_ Q w Q Q W a, W K LL a, a' O ~ ° ? O O O J O C C ww D z z S z O Y W w w H H R H W W J � a' S O J J Q O O � OODO < < Q Q w W W W H W w O Q F- O Q Q 0 0 0 0 LU 2 LL 2 2 LL 2 U U (n z 2 (D (D V O 2 CD L a 0 Ir U U a a a a `m 0 a O z _ _ _ O N N N N N N M M N O O � O0 N (D N CO M N N N N N N W N N CO N M M M O r, O r- O co m O O m O M Cl) M M M 0 V N O N N O N O O (() (O I: r I` r, W I` r, I` W I, LO O co co co Cl) a3 O (D (D N (D (D N (O 7 7 7 7 7 7 7 q: V V V 7 7 7 7 7 N cD (D (D cD J E (0) O O r O r r r N N CO CO CO V V V (n (O M O O r r (vj N N O N N O r (O (O CO I� (` (` (` (` (` I` O O N M l0 N (� E m Q v v o v (o O v v h m co w o o co co co co co m m O o W O O r O O r I� O O O O O O O O O O O O O O O r r O O o o LU a = o a -o N d C y N m Q 3 co a) N m O (D O (O (O O O O O O co m m m m m co O (O (O O O CD CD CD O LL a r r r r r r r r r r r r r r r r r r r r r r r LL Y a) vv v v v v v v v v v v v v v v v v v v v v v O a' O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Z O W W W W W W W W W W W W W W W W W W W W W W W Ur C7 C7 U O N r J J J J J J J J J J J J J J J J J J J J J J J > m m m m m m m m m m m m m m m m m m m m m m m Q Q Q Q C U M C V Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q (n (n (n (n 0 _ p0 } } } } } } } } } } } } } } } } } } } } } } } O Q Q Q Q Q Q Q Q Q Q Q Q Qa Q Q Q Q Q Q Q Q Q Q O O O O rJ � N LL LL a a a a a a a a a a a a a a a a a a a a a a a a O U O O N N N N N N N N N N N N N N N N N M M M M UO ti 0) O) d) d) d) d) d) d) O O O O d) O) d) d) d) d) d) d) d) d) d) of M W W O W W m m m m W co W W 00 m m m m m m m m co W co W O O 00 W z O O O Cl O O O O O O O O O O O O O O O O O Cl O Cl O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O O O O r r r r r r r r r r r r r r r r r r r r r r r r z r r r r p 0 X a U IL LL F4- O W J Q > W ❑ X J QLL 2 O O O O Z J ~ Z O O O O N N N N W (D (D V co co (D O W O CO (O CO (O( O (O co co co (D (D (D co co (O CO O V V V V F W r r r r J 7 7 7 7 V 7 7 7 7 7 7 7 7 O O O O U J d Q O O O O O O O O O O O O O O O O O W z z z z z Q o o y o 0 0 0 & w w w w w w w w w w w w w w w w w x 0 0 0 0 W Q J J p W W W W 0p m m m m m m m m m m m m m m m m m Y Q Q Q Q ❑ m m ❑ m m m m ❑ Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q U U U U z Q Q z Q Q Q Q z } } } } } } } } } } } } } } } } } Q O O O O o. W � Q Q � Q Q Q Q � a a a a a a a X a X a X a X a X a X a x a >a� a s N J J J J w o N X X a a LL x LL Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q w w w w (C M Q Q M Q (y H H H H H H H H H H H H H H H H H (y U U U U a ry H H F F F F (n U (n U U (n (n n N U U U (n (n (n (n UQ Q Q Q (A J J (f1 J J J J OWWWWWWWWWWWWWWWWW LO H Q O N W W (V W W W W (V J J J J J J J J J J J J J J J J J > > r > > > > r Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q r 0 0 0 0 (n LL LL LL LL LL LL w to to U U U U U 0 (n a a a a O O (o (O 7 (O O O O O O O O O O O O O O O O O O N O O) c O O I- t• V O) N O) O O O O O O O O O O O O O O O O O M t` N N DO O (D (D O) V O (O N (D (n V N (D 00 00 I— N W O (` M O r (n a7 O M V E (�O (^O O r 7 r (D 7 O) r O N M r O O r (n ` O Q r r r N r O O CO w co (O (D 0 to O O O N N N N J O N O O O O ❑ f� Cl) M M M N f0 a a Y 00 r N M U CD v v v v ul Y N (OD (OD w (OD L O O O O U N N N N W Z Z U O O _ z ¢ } z z LULILLI ~ ~ W z W z W M z `u H LU Z LU ¢ r W Q W 2 `U H W `C , H J Z W Z O W W W' W U` Z LZIJ W Z W ¢ W Z U W Z LLL.I W z d Co z W LU Q Z Q U Q H U w z ¢ U z Q H w z z � O p p (D Q W Z ¢ W CW7 W Z Z z Q W LU Q ¢ Z Z w W Q W W ¢ W ¢ U U D o z m ¢ p ¢ g ¢ ¢ O w g z ¢ p C7 p W g g o 0 o p LU a w N ¢ w C7 ¢ Z w w w = Z ¢ (7 ¢ rn w z z z ¢ C7w of O m C� z ? Q ¢ p Z H d 0 C� M O z Z ¢ LU Q 0 p LLL LLL LLL z Z Q Q > w Z (D d N Z Q O W W Z J W J Q ¢ ¢ Q Z_ ¢ W W LU J O H J Q QLo , Q ¢ ¢ ¢ 2 Z W Q 2 N Z U W U ¢ O U W w Y d 2 ~ Z O Q Z LTJ W g Ir Of T � c Z W Z W Z W Y � U W J W W Z Y � W W W W W Z Y of V In M J In Z Z D Q Q Q Q W ¢ w' O Q Z Q D Q Q W W W W zzzW Z ¢ J c0 c0 CD d LL Z W w LL W CL Z W Z d w' LL U H In Z LL W CL Z ¢ U) Z d w' LL U' C o w l W d o r r r U U U U U U N U) U) w w w w H Z Z Z Z Z Z Z Z Z Z z H W W W W W W W W W W Z Z Z Z Z Z Z Z Z Z Z Z Z U U U U U U U U U U ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ Q Q Q Q -a Z Z Z Z Z Z Z Z Z Z d UU UUUUUU U U U UUUJ H H H ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ J J 3 Z Z Z Z Z Z Z Z Z Z07 07 0] 0] 0] 0] 0] 0] 0] 0] 0] 07 07 CD J J J J c W W W W W W W W W W U U U U Z Z Z Z Z_ _Z _Z _Z _Z _Z _Z _Z Z_ Z J J J J J J J J J J J J J CL J O p p p () W ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ w w w w w w w w w w w o2) 025 c� 2 J J J J J J J J J J J JJ LL CL z z z Z W W W W W W W W W W W W W , W W W W W 2 W W W W W W W W W W W LL LL LL LL LL LL LL LL LL LL LL Z W LL LL W W W W W W (.� 0 0 0 0U' K K w' w' w' KT CC CC 0C K K K W W J J Q W W W W cn ¢ d d d d d of a a O OW OW OW Ow Ow UW' pw a 0 0 0 0 0 C 0 0 0 0 0 c¢7 LU o d 0 0 w d w w w w a� m O O z N N N N N 0 N O O O O O O O O O O N N N N N N N N N N N O O O N C N N N N N M M M COM M O M V V V V V V V V V V N N N N N N N N N N N N M N N N N C M M M M M 2 M N N N N N N N N N N N N N N N N N N N N N 2 Un 2 N N (0 O M M M M c6 O (D (D (D (D (D (D (D (D (D (D (D cD (D (D (D (D (D (D (D (D (D cD (D (D (D (D (D r r r (D (D 7 7 (D (D (D cD J (Oj r r r r N r (p r (n r O r M (O r N r r r O O O M (O V SCJ O U E (O ¢ M M V V O M M N (D (ND (D M V V r Nm V M M N V (D coN (Dm O O O r r V (ND n W W W w C O O O O O O N O O O O O O O O O r O O O O O O O O O O O r r r I- I- O O (O (O (O (0 w (n O a_ .O N d C y N ¢ O OO O co O O co 2 N (D (D (D (D (D (D (D O ED ED co c0 c0 O O O O wY N O O O O O O O O O O O O O Q O O � O O O O O O O O O O O } J J J J J J _H U O Z O O p p p p p 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ¢ ¢ ¢ ¢ ¢ ¢ N W W W W W W W W W W Z Z Z Z Z Z U C U OM C O O O O O O O ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ Q Q W W W W W W W W W W W W W W W W W W W W W W > > > > > > > > > > > > > > > > Z Z Z Z Z U 0 d d d CL CL CL CL > > > > > > > > > > LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL Z O Cl) Cl) Cl) Cl) Cl) Cl) Cl) 7 7 7 7 7 7 7 7 V V U U U U (D (D N Lo (D (D LD (D LO U) U) U) (D O O O (D (D U O 00 00 00 00 00 00 00 00 00 co co co co co co 00 00 00 00 00 00 00 00 00 00 co co co co co co 00 00 00 00 00 00 00 00 00 O 00 00 00 00 O O O O O O O O N w O 00 00 00 00 O O 00 O O O co O O O 00 O 00 00 00 00 O 00 Z O O O O O O O O Cl O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O U rrrrOr Or O O Or O O O O rO O O Or Or Or Or Or Or O Or O O O O O rO O O Or Or Or Or Or Or O QOr H a U O O J d J a J (D (D (D (D (D (D O O O O O O O CO O O 2 (o (o m (D (D cD cD F (0 (p (p (p (p (D (D (D (D (D 7 7 7 7 7 7 7 7 7 7 7 7 . 7 7 7 Z o N N 0 N 0 o O O Q o 0 0 0 o O O O O O O O O O N N N N N N N O O O O O O O O O O (D (D (D (D (D (D � O O O O O O O N N N N N N N N N N Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z r r r r r r v v v v v v v v v v 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 v c c c c c W Z Z Z Z Z Z Z o 0 0 0 0 0 0 0 0 0H 0 0 0 0 0 0 H H H H H H H H H H H H H H H 0 0 0 0 UO O O O O O O O O O O O p p p p p p (6 Y U U U U U U U < < < (n J J J J J J J J J J J J J J J J C a O O O O O O O ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ J J J J J J J J J J J J J J J J (6 2 J J J J J J J ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ aN J J J J J LX O ¢ ¢ ¢ ¢ ¢ ¢ ¢ Y Y Y Y Y Y Y Y Y Y C7 C7 C7 C7 C7 C7 C7 C7 C7 (7 (7 (7 (7 (7 (7 (7 U U U U U U W W W W W W W W U U U U U U U U U U ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ JJ J J J J U ¢ ¢ ¢ ¢ ¢ ¢ w' CC CC w' W' w' w' W' W' O O O O O O O ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ > > > > > > > > zz z z z z (n d d d d CL CL CL U U U U U U U U U U LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL Cl) O Cl) L� 00 O O O O O O O O O O 7 (. (D L- L- co 7 r In In n O O w W O O N w w C V N M M : L- O O O O O O O O O O O V V (D U 0) 0) Iq UO (D (D (D U 7V O O 00 ll� (0 0O M (D (D r- r- r N Lo (O m W I- M V0 V O M N W W V m 0 L- m N 0 W M O O UO W LO O M 7 N I- (D M r r (D L- W 7 N UO 7 7 (D N M (D O UO M O N M 7 W M N (D r E r LO 7 UO r r r O r N O O O Cl) L- (D r r (O ¢ L6 r- M M N 0) M N O O (n O O O O JN c6 � M N Y Y L O U (y z a z w O w O J LU Q Q) Q W z H } z H Ln M d W O Z W W O H Z W W O J d X Of d W w H 2 W J O z Z Lu W `� w U W W W `� W U' z LLL.I W ❑ J z Z H W z H W U` z W W LLI LU () W IL LU W (� ¢ W H U Q W z 0 2 0 z 2 W W W W (� ¢ W Z ~ U ¢ c0 ? Q � J d Q Q W Q W Q Q LLL z Q Z Q W Q Q W W W Z ¢ W 2 Q N N O W � [ z ¢ W U' Q w w Q In d O z Z U Z ¢ ¢ ¢ O U W U ¢ U W O M z J WL w O Z z Z 0 W z � � � J ¢ O L ¢ ¢ � � Z � C7 Z z z Q 0 w z (o d 2 p W Z Q Q w Z O K 2 z � Z W z Z Q 2 LuQ W `c U' LL z O w 2 Q z N ~ J W W W O U LU F- LLI 2Z W W W' Z O L O Y U Z H W JO H K w U Z W W p 07 2 (n In J W LU a_ W Y L ¢ (n �'' LUj,� W' Z Z J (> K O W W W W Y L W' o v n n o o Q Q � z oe Q Q w w LU o w O w w LU z a Q O Q w O o z � Q Q w O] r r r r r r LL d LL Z w w d Z W' U W ¢ d U Z H U LL d LL d d Z W' U LL Z W (n LL d Z W' ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ z z z z z z z z z z z z z z z z z z z z z z L L L L L L L L L L L L L L L L L L L L L L LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL Q Q Q a a a z z z z z z z z z z <n <n <n <n cn cn cn cn cn cn cn cn cn cn cn <n <n <n <n cn cn J J J J J J LL L L L L L L L L W W W W W W W W W W W W W W W W W W W W W W y L L L LL LL LL LL LL LL LL W W W W W W W W W W W W W W W W W W W W W W L L L L L L LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL CC U) U) U) U) U) U) LO LO L/) LI) LI) L/) LI) LI) L/) Li) J J J J J J J J J J J J J J J J J J J J J J p - z z z z z Z ¢ ¢ ¢ ¢ Q Q ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ C O O O O O O z z z z z z z z z z L L L L L L L L L L L L L L L L L L L L L L a O U U U U U U Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z U W W W W W W W W W W Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z y C7 C7 C7 C7 C7 C7 K K CC CC CC K K K K K ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ Z Z Z Z Z Z z z z z z z z z z ❑ oe oe oe oe oe oe Z Z Z Z Z Z Z Z Z Z W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W Of Of Of Of Of Of Of cc: Q� Q� 0� 0� 0� ol 0� Of Of Of Of Of Of Of W W W W W W ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ U) zLL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL ¢ z z z z z z 0 0 0 0 0 0 O O O O w 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 m a m C) z N N N N N N N N LL) L() LO LO LO 0 0 Lo O ltJ Ln In Lo to 'Lo L() LL) L() Ln Ln Ln Ln Ln Lo Lo ltd In L() to In In C N N N N N N N N N N V C M CO M CO Cl) Cl) V V V V 7 V V V V V W V V V V V V V V V 7 V V V V V V 7 V V V V V N O O O O O O O O O O O O (q (q (q (q (O 7 (O (q O O O O LO O O O (fl (q (q (q (O (O O O O O O LO J M Lo WO r Nr r hr r N M V O r r VNr r w O O O M M M M M M M V V CO (O (O W M M W o (0 (D (O (O O O O O O h O O O O O O O O O O O O O O O O O O O O O O d N d C h R N N = d O O O O CO CO CO = a) r r r r r r LL i' N O O O O O O (o O (0 (0 c0 c0 O O O O O O O r r r r r r r r r r r } J J J J J J _F U ON Z Z Z Z Z Z Z O O O O O O O O O O O O O O O O O O co co O O O co O O Ow O O O O O U L \O > o, d d d d d d d d d cLr r r r r r r r r r r r r r r r r r r r r r C U Cl) p W W W W W W L L L L L L L L L L L O O O O O O O O O O O O O O O O O O O O O O d d d Q Q Q Q Q Q Q U Z Z Z Z Z Z W W W W W W W W W W W L L L L L L FL L L L L L L L -L L L L L L L L p O CO O O M M M h h h h h h h h h h h oO oO oO oO oO aO aD CO CO CO N N oO oO oO oO oO oO oO oO aO aO (.J O of of of of of of � W t0 t0 t0 t0 t0 ro ro ro of of of of of of � aO t0 t0 to to ro ro ro W W of of OJ OJ of o0 Z O O O O O O O O O O O O O O O O O O O O O O O Cl O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O QZ r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r H a U it: O O J EL J a J 2 F Z (o m co m m m m m m m m O (o m m m m m v v v v c c o 0 0 0 0 0 0 0 0 0 0 wLL o 0 0 0 0 0 Z Z Z Z Z Z Z Z Z Z Z CL w w w w w w w w w w w w w w w w w o O C7 C7 C7 C7 C7 C7 CC OfQ� Of Of Of0� Q� Q� (0 o o m o 0 0 (o m (o m m (o 0 0 0 0 o m to (o (D Y Of [If (If (If (If LL LL LL LL LL LL LL LL LL LL LL27 27 27 27 27 27 27 27 27 27 27 27 27 27 2 2 2 2 2 2 U) � U) co co � � (� (n In 7 7 7 7 7 7 7 V 7 7 7 7 7 7 7 7 7 7 7 7 7 7 0 0 0 0 0 0 C) 0 0 0 0 0 0 0 0 0 0 0 0 0 (D 6 U c U U U U U U z z z z z z z z z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z LU J J J J J J Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z h Q Q Q Q Q Q W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W M Z Z Z Z Z Z cC ()f C)f C)f cr cr Of 0' CC C)f C)f C)f C)f ()f 0' Q' of of of of Q� of of LA ly of of Of Of Of LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL Q N W W W W W W L L L L L L L L L L L w In In w w w w w w w w w w w w w In In w w w w Z Z Z Z Z Z W W W W W W W W W W W L L L L L L L L L L L L L L L L L L L L L O 7 7 (O 7 (O O N CO M M O h O h M M M h M M O M M h h O O h M O O h M M h O h M C O OO OO h O CO O V In Iq M O 7 O O M M M O M M O M M CO CO O O (O M O O CO M M CO O (O M pW N M M M 0 W N M N CO N O N M N M (O M M O M M O (O O O O M O O (O M M O O O M O O LO O Ln O M O O) N (D h (D N (D V w h M (0 W M LO M M co O O co LO O M M LO (fl M E V W 0) r N N CO 7 (O h co r V LO O h Cl) r h LO h h O co h N LO N oO W O (D M h ¢ N N N co V N h r h r N r r r O O to O N O J N (6 ❑ M N Y U a Y O U Ly F z z M M 2 0 F Z cG F- LU L O z w w w z W In Q F z Z F z W W W LU U` z W (n F z p W W F W W LI w Q ❑ 2 Q Z W LU W W U` Q W Z F F W LU w Q z U` Q O W Q z J O Z 2 of Lu W GC ❑ U z W Q Q Q Q J W Z Q W W z W Q J Z Lu W W' LL ❑ z Z Z LU N N W Q U W' Q W `� Q H Uj O Z Z Q Z Q Q d of < C7 Q CW'� W W Q Q Q �_ LL M Q 2 } W LL Z w z Q — Q Q ❑ Q Q `� Z Z Z Q O W Q 2 W W z Q F !n Z Z CD d Q Z Z L I Elf Q Z W � Q W Z W } W W O W 2 Q Q J Q Z Z WLU Q O �-' g Z g W W Q 0 _Z Q Y U Z H CY H H U Z W � m `c Q Q m Q Q Z W U m O Q 2 LU 2 w 2 U Q O � Q w LL LUQ ¢ U U U a C7 � LU O Q Q V a m a U O w OU o uwi u=i ? ¢ ? w U LL a LQL m LQL LQL ? w d d d U OU ❑w (Wig (=n a m ? 0 0 0 0 0 0 0 0 0 z z z z z z z z z LL LL LL LL LL LL LL LL LL d w w w w w w w w w z z z z z z z z z z z z z z z z z z z z z z LL LL LL LL LL LL LL LL LL ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ C J J J J J J J J J LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL C (n Cl) Cl) Cl) (n (n In In (n (n (n (n (n Un (n (n Cl) Cl) Cl) (n (n In W W fl- 0 Z Z Z Z Z Z Z Z Z LL LL N U Q Q Q Q Q Q Q Q Q Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z ❑ ❑ o w w w w w w w w w w w w w w w w � w w w w w w O w w w w w w w w w cC cC cC w Q Q C Q Q Q Q Q Q Q Q QU U z z z z z z z z z z z z z z z z Z Z Z Z Z zLZ t o o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o w o 0 0 0 0 0 OM U LL LL LL LL LL LL LL LL LL Z Z Z W W Q O O O O O O O O O w w w 0' 0C cn cn cn cn cn cn cn cn cC m m m m m m m m m m m m m m m m O m m m m m m0� 0� U U `m a U O O z u� u2 u2 u2 u2 o o 0 0 0 0 0 0 0 0 0 0 0 o 0 0 o M o 0 0 0 o 0 0 0 0 0 C V m M M Cl) M Cl) Cl) M M CO M M co M Cl) M M M M Cl) M co M 00 00 LLO V W 7 V V V V V V V V V V (q 7 V V V V V V V V 7 (q W 00 (oo coO c6 O O O O O O O O O O 7 cc O O O O O O O O O O O O O O O O O O O O O O 7 7 (o O J E U N M V (o M 0 r r r (o r (o n r r r r N o0 M r r W N M N r r r 0 O r r (� E CD Q (o (o (D (o (o (o O n W r N N N M — � O0 W m M M V V V coNcoNco (o (o O r r W W Co Cl) w W O O O O O O N r- r- O O O O O O O O O O O O O O O O O O O O N r r r- r- O O (n O d .O N dC y U) 2 a LL O O W D O (fl O O O O O O O O O O O D D D D fl O O O O O O O O O d F U Z O ON O O O O O O O O O O O O O O O O O O O O O O O O O CD CD N N U c CJ Cl) 000000000o0pJ (pJD 0pJ 0pJ 0pJ 0pJ 0pJ (pJD (pJD (pJD (pJD (pJD (pJD (pJD 0pJ (pJD 0pJ 0pJ (pJD 0pJ 0pJ 0pJ 0pJ 0pJ 0 U — pJ J�d JCdC C ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ m m m m m m m m m m m m m m m m m m m m m m m m m Q Q O 00 00 m W W M 00 00 W co O O O O O O O O O O 0) O 0 W O 0 O O O O O O O O O O O 07 07 W W W W 00 W W W CO CO O O O O] 07 07 W W W W W 00 W W CO CO O O O O O 07 07 O O Z O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O r r r r r r r r r r r r r rO O QO O O O O O O O r r r r r r r r Q U U W xt O Z Q J Z d J >-. co co co 0 0 0 0 0 0 0 0 0 co O 0 0 0 0 0 0 0 0 0 0 0 F O co JV V V V V V V V V V V V V V V V V V V V r V V V V V Z r FO O O O O O O O O O O O O O O O O O O O O O O O O Q Q Z F F F F F F F F F F F F F F F F F F F F F F F F F = O Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z U co co W W W W W W W W W W W W W W W W W W W W W W W W W W W w' Of Of of W' Of W' Of Of W' W' W' W' W' 0C 0' w' Of Of of of of of of of w W W W LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL W U) U) U) U) L L T T T L L L cn L L L L L SQ SQ L SQ T S2 SQ Y F F a o O Q Q Y O ° ° ° ° C9 ° O CO (O w w w w w w w w w w w w w w w w w w w w w w w w w M = _ U) U) Un U) U) Un Un Un Un U) U) U) U) U) Un U) U) W Un Un Un Un N 2 7 7 7 7 7 7 7 7 7 7 Un Un Un Un Un (n Un (n Un (n (n (n (n UA Un Un Un Un Un Un Un (n Un Un U) N U U 0 0 0 0 0 0 0 0 0 0 CC o. (q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q 7 w w w Z Z Z Z Z Z Z Z Z z ce ce of oe 0- oe 0- � Of Of Of � Of oe oe oe ce ce of oe 0- � oe � O 2 2 M w w w w w w w w w w Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q 00 Y Y w w w w w w w w CC d d d d d m m m d d d d d d d d d d d d d d d d d N Q Q .Q N LL LL LL LL LL LL LL LL LL LL (� (� (� (� (� 0 (D (D (D (D (D (D (D (D 0 0 0 0 (D (D (D (D (D (D (D Ln Q (n (n (n to to to to rn to Un 0 0 0 0 ❑ p p p p p p p p p p p p p p p p p p p p m m 7 J J J J J J J J J J J J J J J J J J J J J J J J J (n ~ L: L: L: L: L: L: L: L: L: 'M m m m m m m m m m m m m m m m m m m m m m m m m D D 1- M h M h h co O O M n n O M M O O O M M h h M M M M n M n n n M M 7 In 7 7 C CD M (D m (D (D m O o M 7 7 UD N M UD O UD 00 m 7 7 a0 m M M 7 M (D 7 7 00 00 m 7 LD 0 (o M (o m (D (o m O O M V m N 0 m 1- O N O W V m Ln co M M m Co co V m O O m V r` O O (o 00 w o0 w w a0 Ln m M O N M M r- 7 0 M O M o r N 7 7 7 N N 1- O (o (o (o Ln Ln o) N E Cl) r Cl) r Cl) Cl) r N m 7 N O V V co (o O 7 (o Cl) o 0 7 M M M h O M O N (o (D 7 0 7 Q O r r r � � � r N N N O UD N N N N V r M — m V O O _CO to (� O O O N O J (p C N ❑ M N � � Y U aLO ul Y U� (D f0 L O O U N N y� M z 0 0 0 0 Z p) W Z Z Z Z W O ❑ ❑ ❑ ❑ Lu W LL LL LL LL w Q _z _z _z _Z _z z Q N d g H H H H ❑ ❑ ❑ CC CC d' a ❑ ❑ ❑ M ca .- Z H H H H W W W z W W W z W W W z W W W W W W z > CD LL ❑ W W W W LL LL LL J J J J J J O LL LL LL D DU U U U U U J J J N F- F- F- �: L L L3: L L L 3 Q Q Q N U H H H H W W W O w w w O w w w O } } } } } } U a. a. a. w U U LL LL LL L LL LL LL ol LL LL LL of H H H H H H w W W W m W W W W LL' LL' LL' U U U J J J J J J a Z Z Z > > > > 0 0 0 0 0 0 0 0 0 0 0 0 w w w m Z Z Z Z Z LL LL LL W LL LL LL W LL LL LL W D D D D D D Z U U U W w ui W O cn fn (n K K U 2 K L (D W d d d U 2 U ¢ _ ly 'c w w w w U O S w O LL U U U ❑ U U) U) ❑ U U U ❑ ❑ HFL (n LL' ofU W J o. O LL H H H H H H H H H 2 U) 2 fn U w J m N V z Li Li Li O Li Li Li O Li Li Li 0 H w F Q } WWWOWWWOWWW ❑ w O O O w O 0 0 w O 0 0 w D� (D V a L � � a x Wi Z Z z a z 0 a w SQ a x H Y cn cn rn W rn fn fn W (n cn cn W U' U H a Z J ¢ W O Z W W W W W W W ❑ W W W ❑ W W W ❑ in 2 w ¢ -6W W W J ¢ ¢ Z Z Z Z Z Z Z Z Z Z Z Z Z J J J W > ❑ 2 u) Q m LL LL LL W LL LL LL W LL LL LL W m a W 2 > LL Q LL 2 u) d o) a Q O z _ _ _ _ _ O M M M M N N N O N M V LO N O C co M M M M N N N LO N N N Ln N N N LO co CD co Co CD CD r co 07 W C CO M W W W co co co M co co W M co co co co O O O O O O LO O O O N O O 7 7 7 7 7 7 7 N 7 7 7 N 7 7 7 N N N N N N N 7 N N N J E U r O O O O O O O O O O O O O O O O M M M M M M r O O O (� = O Q Lo Lo Lo Lo M O O O O N N N O N N N I,- N N N o m a) a) a) a) a) M O O O w C O oo oo 00 00 N N N co N N N co N N N 00 O O O O O O O r r r W (n O a a a N N C Q O U N O O O LL Y N V V V O a D cD c0 O O O H co c_o c_o (D (D O O O O O O L Yo O O O O O O O O O O O O O V V V V O O O O O O O ~ ~ ~ _ U N Z N N N N N O O O m Lo Lo Lo � N N N N N N N N N N N Z Z Z r r r r W W W C O O 6) 6)J J J J J c U Cl) - a K K K K rr r r o c) c) 0 0 0 0 0 a c - v a a a a a o 0 0 0 0 0 0 0 0 0 0 o a a a a a a a } } } o c ¢ ¢ ¢ ¢ ¢ n n n n n n n n o 0 0 0 ¢ ¢ ¢ ¢ ¢ ¢ ¢ a a a U r r r r r r r r r r r r O N N N N M M M M 7 7 7 7 Lo Ln Ln Ln LO LO LO co co m U O O m d) d) O O O O O O O O tT O O d) d) O d) d) d) d) d) d) O O O Z O O O O O O O O O O O O O O O O O O O O O O O O O O O U O O O O O O O O O O O O O O O O O O O O O O O O O O O O r r r r r r r r r r r r r r r r r r r r r r r r r r r ❑ W Xt Z W OZ W a O H z z U Y W W ad a LU w W CD eD eD eD eD � � a x Y ° m m "T Y CS W ❑ N to N� co J o 0 0 0 0 0 o W co co co Z O W N (0 o a o o LL Q m o 0 o W w w O m m m m m a a y Z >' W LUa a o o a a a a U U U U a C7 C7 C� C� C� C� C� a', z z z Q = w LL Z W Y w w w w S S S S LU LU LU LU 0 w 2 2 2 2 2 2 2 O W W W CU m V LL W W Q w Q U U U U U U U U Q Q Q J } (6 U) Z Y 2 Z Z Z Z � � � F J J J J Z 2 2 2 2 2 2 2 Z Q Q Q x o o Q w ❑ ? a o > > > > m m m m 0 0 0 0 m o a a a LU m U w O w o 0 0 o rn rn rn rn v v v v 0 0 w w w w w W w W H O O O m LO LO LO LO N N N N M CO N U U M O O O Q) In In In In M Z Z Z Z Z Z Z M LO In In In O O O m r r r r (n (n (n u) to a ~ O O ~ u) o c) c) c) c) 0 0 o u) (� (� (� (� (� (� (� m w w w Q N N Q m m S U N O O O O O O O O O O O O N ❑ ❑ ❑ ❑ ❑ ❑ ❑ N J J J o S W W U O r Ln Ln Ln Ln 6 66 6 Cp 6 6 CO r J J J J J J J r Q Q Q U) U ❑ ❑ Q m r r r r r r r r r r r r m m m m m m m cn cn U) N O O 7 O O 7 O O O O O O O O O O O O O M O O O O W In O O O O C CD O V M N V n0 O O O O W N V O V V N O 7 W O W O LO CO LO O O O O DO V V LO O LO M co O) O N O O V 6) W V N OM LO (D M r Lo d) O N 7 LnO 7 O 7 O 7 7 N O O W 7 7 00 M I� 7 M O W O I� E LO M r N M 7 O N LO r N N O O ¢ — N M N N O O m co W f0 fD cD U O O O O N N J co N N N ❑ LA cp N_ to N LoLA N N Lo Y N M V Lo 0 U m w Lw) N w) Y v) O O O O O � � cD cD cD cD c0 L O O O O O U N 04 N N N M � � m J J ~ Z w O O w r F w z o ❑ ❑ w a s Q N Z Z U z LL C LL LL W W J J Z Z w Q Q Z Z Cr 2 O O z Z Z Q w w O w w z m 0 (D U a s LL U) Cn d w w c LU ULLI U Z O J W LL W W W U ¢ Q U) n CO J N Q Q Z LL LL O O d p LL a lA CL tY w� a a O H F LL 0� (Y U J J Y w w U Q w W LL Z 2 2 LL LL m O O O V 61 M � O O � W Lq tf) a c W W N N 7 Lf Q � r � O C N E 2 O Z — N C N C 00 co Q0 N N c6 O OCN N NO t00 [m0 tmD (q E O N J E O O O � Cl) ce)N N t0 t0 j. (� E CO Q O O O a �' N W �, O O O O O y d a a a N U N H w OY LL U) (O U W H Q a � 2 N yM t0 co a r r O U m 0 C) ) } L Y O H F t0 t0 Cl) H U UN Z Z Z M N _ d U O L O C O O N } } CN C\j V Q Q U C m d d O 1- a O U O r- co (3) o 0 0 Z o 0 0 O O O O O O O O ❑ X H W Q LL LL ~ W j to X DW a a LL z Cl) � Cl) w a LLI W c0 U m U m H m J W � o d' Q J 7 d 7 0 m Q O fn O W if LL & & 4 & 0) o 0 o W 4 0 O z O z 0 t W W X Cu 0 W W 0 o W W t_Op Z Z Z Q W m W W W W o o a o d o LL o V U o m N M M Q M M J to w a' 100 - p 2 W W H N to J N J 1f) ~ N U) (n L "O a N ww ZQ Q r N O Cn (n LL LL 2 LL 0 CO t0 to to O O O l0 l0 M C t` t` f- f- O O O M O to m (0 (0 0) m 00 N M N N O N N � � 7 N N N N LO Q r r 7 M O m t0 O t0 t0 t0 t0 O O N N N N N N J N tD O tD c0 Lc) ❑ N M Y O O O O O C U to to W) in in u� ul Y Lt0 O t0 t0 t0 t0 L OO O O O O U N N N N N N PWA Consent Business 4. D. 2. TO: Mayor and City Council FROM: Lori Hensen, City Clerk DATE: 06/07/2016 SUBJECT: *City Council Minutes (F) iiiAction Sought Approve the minutes from May 3 and May 17, 2016. Attachments May 3, 2016 May 17, 2016 D R A F T OFFICIAL PROCEEDINGS OF THE S14AKOPEE CITY COUNCIL REGULAR SESSION LOCATION Council Chambers City Hall 129 Holmes Street South May 3,2016 SHAKOPEE MINNESOTA 7:00 p.m. 1. Roll Call Present: Mayor Bill Mars; Councilmember Matt Lehman; Councilmember Jay Whiting; Councilmember Kathi Mocol;Councilmember Mike Luce Staff City Administrator Bill Reynolds; Public Works Director/Engineer Bruce Loney;Finance Director Present: Darin Nelson; Parks and Recreation Director Jamie Polley;Police Chief Jeff Tate;Fire Chief Rick Coleman; City Attorney Jim Thomson; City Clerk Lori Hensen;Planner Alex Sharpe 2. Pledge of Allegiance 3. Approval of Agenda Mr.Reynolds stated that a corrected map has been added to Item number 4.C.2.,Approve a traffic control change for 11th Avenue from Tyler Street to Jefferson Street. Moved by Councilmember Jay Whiting, Seconded by Councilmember Mike Luce to approve the Agenda as amended. Vote: 5 -0 4. Consent Business-(All items listed in this section are anticipated to be routine. After a discussion by the Mayor there will be an opportunity for members of the Council to remove any items from the consent agenda for individual discussion. Those items removed will be considered following the Public hearing portion of the agenda. Items remaining on the Consent Agenda will not be discussed and will be approved in one motion.) Item 4.C.2.,Approve a traffic control change for 11th Avenue from Tyler Street to Jefferson Street, was removed by Cncl. Lehman for further discussion. Item 4.E.2.,Approval of a marketing agreement for the new Shakopee Ice Arena,was removed by Cncl.Lehman for further discussion. Item 4.E.3.,Approval of the Shakopee Youth Hockey Association ice rental agreement for 2017 through 2022,was removed by Cncl. Lehman for futher discussion. Item 4.E.4., Approval of the Shakopee School District ISD 720 Ice Rental and Team room agreement,was removed by Cncl. Lehman for further discussion. Item 4.E.5., Shakopee Sponsorship Agreement,was removed by Cncl.Lehman for futher discussion. Item 4.E.6.,Acceptance of a monetary donation from the Shakopee Jaycees,Res.No. 7724,was removed by Cncl. Lehman for further discussion. Moved by Councilmember Matt Lehman,Seconded by Councilmember Mike Luce to approve the Consent Agenda as amended. Vote: 5 - 0 A. Planning and Development 1. *Shakopee Bike Month and Bike to Work Day Proclamation(A) Motion to adopt a proclamation of May as Bike Month and May 20 as Bike to Work Day. (Motion carried under the Consent Agenda) B. Police and Fire C. Public Works and Engineering 1. *Extension Agreement with WSB &Associates, Inc.to Perform a Drainage Study for the East Outlet of the Amazon Site(B) Motion to authorize the appropriate city officials to enter into an extension agreement with WSB, Inc.to perform a drainage study for the east outlet of the Amazon site. (Motion carried under the Consent Agenda) 2. *Approve a Traffic Control Change for 1 Ith Avenue from Tyler Street to Jefferson Street(E) Approve a Traffic Control Change for 11th Avenue from Tyler Street to Jefferson Street outlined in this memo. A petition was received in August,2015 for yield signs on intersections on 11th Avenue from Tyler Street to Jefferson Street. These intersections are uncontrolled intersections and have had petitions by residents submitted for intersection studies over the past years. The Traffic Safety Review Committee(TSRC)spent several meetings working on this petition and to have staff compile the traffic volumes and accident history. Staff did prepare a drawing showing the accidents and traffic volumes at the intersections requesting for study. Rationale for the use of yield signs by the TSRC is as follows: 1. The extremely long north/south blocks in this area. 2. The observation of drivers of cast/west and north/south believing they both have the right of way. 3.Recent studies have shown that Yield Signs are effective in certain low volume intersections with adequate sight distance and to establish the right of way at uncontrolled intersections. Cncl.Lehman stated he removed this Item for further discussion because he has concerns regarding the number of signs that are proposed to be added.Mr. Loney responded to Cncl.Lehmans concerns. Moved by Councilmember Matt Lehman,Seconded by Councilmember Mike Luce to approve a motion approving the traffic control changes on 11th Avenue from Tyler Street to Jefferson Street as outlined in this memo and the attached drawing. Vote: 5 -0 3. *Emerald Ash Borer Treatment Contract(A,C,D,E) Motion to authorize the appropriate city officials to enter into a contract based on a quoted from Rainbow Treecare to provide tree injection services for public and private ash trees,protecting them against emerald ash borer. (Motion carried under the Consent Agenda) D. Personnel E. Parks and Recreation 1. *Acceptance of a Donation for the Shakopee Fun For All Playground,Res.No. 7722 (A,B,D) Motion to adopt Resolution No. 7722,a resolution of the City of Shakopee,Minnesota,accepting a $5,000.00 donation from Farmer and Sue Marschall for the Shakopee Fun For All Playground, and move its adoption. (Motion carried under the Consent Agenda) 2. *Approval of a Marketing Agreement for the New Shakopee Ice Arena(C,D) Ms. Polley addressed the Council regarding the approval of a Marketing Agreement for the New Shakopee Ice Arena. In previous years the City Council has authorized the Shakopee Youth Hockey Association(SYHA)to coordinate the advertising in the current arena. The SYHA sold, coordinated and collected the advertising revenue.A portion of the revenue was paid to the city and the remaining revenue was utilized as fundraising. With the construction of a new two sheet ice arena, staff feels that the city should be more involved with the advertising, receiving a larger portion of the revenue. Ms. Polley stated that the sale of advertising in ice arenas is an effective way of increasing revenues, however the process of selling the advertising requires a great deal of staff time to do it effectively. The SYHA has contracted with Fun2Raise Marketing and Events the past year and a half for assistance in selling the advertising in the current rink. The SYHA did not have the personnel to sell the advertising to it's greatest potential. In contracting the sale of advertising the SYHA's revenue increased by$10,000. Staff has researched and requested proposals from marketing firms in addition to Fun2Raise. Fun2Raise Marketing and Events was the only firm to submit a proposal and comes highly recommended. Ms. Polley stated that Fun2Raise Marketing and Events is willing to offer the city a 60/40 spit with the city receiving 60%of the revenue. Fun2Raise will be responsible for all services required including securing the sponsorships,preparing the ads,displaying the ads, etc. The city will approve all advertising within the arena and advertising will be limited to the dasher boards,zambonis, in ice ads and wall banners. Cncl. Lehman removed this Item for further discussion. Mayor Mars stated that, in his opinion,the zambonis are very visible and the advertising space on them could be worth a great deal of money. Mayor Mars asked how the "in ice" logos would be handled in regards to the sponsorships.Ms. Polley responded that the "in ice" sponsorships could be reduced or removed all-together from the agreement. She added that the zamboni advertising could also be removed from the agreement. Cncl. Luce stated that, in his opinion,the City should not split any advertising dollars with the Hockey Association. Discussion: Mayor Mars stated that he would like to remove the zambonis from the Agreement. Cncl. Whiting stated that he would accept this as an amendment to his motion. Cncl. Mocol seconded the amendment. Cncl. Luce stated that it was his understanding that the original agreement stated that the Hockey Organization parents would be responsible for the fundraising.Ms. Polley replied that the original agreement does not specify the hockey association parents. She added that the Hockey Organization is volunteer. Moved by Councilmember Jay Whiting,Seconded by Councilmember Kathi Mocol to approve a Marketing Agreement with Fun2Raise Marketing and Events for the sale of advertising in the new Shakopee Ice Arena,not including the zambonis, and authorize the appropriate city staff to execute the agreement, and authorize the appropriate staff to execute an agreement with the SYHA to split the city's portion of the advertising revenue at a 35/25 split for the term of the marketing agreement. Vote: 3 -2 Opposed: Councilmember Matt Lehman Councilmember Mike Luce 3. *Approval of the Shakopee Youth Hockey Association Ice Rental Agreement for 2017 through 2022 (C,D) Ms. Polley addressed the Council regarding approval of the Shakopee Youth Hockey Association Ice Rental Agreement for 2017 through 2022 and asked Council to approve an ice rental agreement with the Shakopee Youth Hockey Association for the new two sheet ice arena. Ms. Polley explained that the Shakopee Youth Hockey Association(SYHA) is the city's largest renter of ice time,renting 825 hours per year for a total amount of$165,000. The SYHA also purchases an additional 160 hours of ice time at other rinks totaling$32,000. Over the years the SYHA has expressed the need for additional practice and game space similar to all of the other youth sports associations that continue to grow. The difference with the SYHA is that they only have one space for their entire program enhancing their need for additional space to operate a successful youth hockey program. The staff recommended agreement requires the SYHA to guarantee the city the purchase of 1400 hours per year for five years. The 1400 hours include practice and game time.The SYHA has agreed to pay: •$215/hour for the first two years($301,000/year) •$220/hour for years three and four($308,000/year) •$225/hour in year five($315,000). The amounts agreed to are above the market rate which is set each year by the City Council in the city's fee schedule. The current market rate is$200/hour with an anticipated increase to$210/hour in 2017. The SYHA will be allowed to purchase additional hours above the 1400 after all school district and city activities have been scheduled. The SYHA agrees to pay the rate established for their previous 1400 hours (i.e.$215/hour in year one and two, etc). Cncl.Luce stated that Lakeville rate is higher than the proposed rate for the new arena. Ms.Polley stated that Lakeville has one of the highest rates. Cncl. Lehman stated that most Cities are charging lower ice time fee's than the rates that are being proposed for Shakopee's new arena, but this arena will be brand new.Ms. Polley responded that staff are proposing to raise rates for the first full season in the new arena. Discussion: Cncl.Luce asked if the School district will continue to purchase ice time at other locations. Ms. Polley replied not to her knowledge. Cncl.Luce stated that, in his opinion,they should be required to only use the ice at the new arena. Cncl.Mocol stated that the players and families who will be utilizing the new arena will be able to purchase memberships as well instead of purchasing memberships at other locations. Mayor Mars stated that he feels this is a good agreement. He has seen previous proposals where the rate was less. He added that hockey is not a cheap sport to play or maintain. Cncl.Lehman asked if a membership will be required to use the ice arena.Ms.Polley replied no. Cncl.Luce asked if there was a clause in the agreement that would allow the City to raise the rates in the case of energy costs going up. Ms.Polley stated that the new area is being built with a high efficiency refrigeration system as well as energy efficient lighting. Moved by Councilmember Kathi Mocol, Seconded by Councilmember Jay Whiting to approve the Ice Rental Agreement with the Shakopee Youth Hockey Association and authorize the appropriate staff to execute the agreement. Vote: 3 -2 Opposed: Councilmember Matt Lehman Councilmember Mike Luce 4. *Approval of the Shakopee School District ISD 720 Ice Rental and Team Room Agreement(C, D) Ms. Polley addressed the Council regarding approval of the Shakopee School District ISD 720 Ice Rental and Team Room Agreement and asked Council to approve an agreement for the use of the city ice arena by the Independent School District No. 720. Ms. Polley explained that the Shakopee varsity and junior varsity hockey teams call Shakopee Ice Arena their home rink. Second to the Shakopee Youth Hockey Association the school district hockey teams are the second largest renter of ice time,renting approximately$50,000 worth of ice time per year. The varsity and junior varsity teams currently share ice time and are allocated the hours immediately after school for their practice time. Priority scheduling is currently given to the School District for all game times. The construction of the new ice arena will include team rooms for the hockey teams.A boys and girls team room were added to the facility and will allow the student athletes to keep their equipment at the rink during the hockey season.An agreement between the School District and the city has been negotiated for use of the team rooms and contracted ice time. The agreement includes: .A 20 year term from December of 2016 through March 31,2037. .School District will build out team-rooms at the district's cost .The School District will pay$125,000 per year that will include: .Practice time up to 30 hours per week during designated times or as approved by the city,additional hours will be charged at market rate as set in the city's fee schedule. .All game times reserving a 4.5 hour block .Use of team and coaches rooms .All post-season home games Cncl.Lehman asked what the per hour breakdown is. Ms.Polley responded is would breakdown to $290.00 per hour. Cncl. Lehman asked why the amount is higher than practice.Ms.Polley responded that the practice rate is less because it is during non prime hours. Cncl.Lehman stated he would like to see a clause added for termination due to appropriation to protect the City as the School has added this terminology to protect itself. He stated it is his understanding that is the high school does not appropriate high school hockey they can cancel the agreement,and the City will be obligated to return any unused funds that we have been paid. Mr. Reynolds stated that is correct. Cncl.Lehman stated that it is his understanding by the way the agreement reads that is the City can no longer operate the facility that we would be required to continue operations for 20 years. Mr. Reynolds replied that if for any reason the City stops operations due to a natural disaster or otherwise there would not be a facility to operate, and therefore there is no longer a contract. Cncl. Lehman stated that, in his opinion,the City is not protected by the clause. Councilmember Whiting made a motion to approve the Agreement for Use of the City Ice Arena by the Independent School District No. 720 and authorize the appropriate staff to execute such agreement. Councilmember Mocol seconded. Discussion: Cncl.Lehman stated that he would like explanation of item number 18 in the proposed agreement. Mr. Biggerstaff,the City Attorney, stated that the non appropriation clause in the agreement is standard and does provide protection for the City,but to his knowledge there is no terminology that gives the City the ability to terminate the agreement. Mayor Mars stated he is not in favor of the term length in the agreement, in his opinion 20 years is a long term to enter into a contract. The Mayor added that he has difficulties with the clarity of the agreement as well.He stated that he would prefer a 10 year agreement, and recommends tabling this item. Cncl. Lehman stated that he wants an escape clause for the City written into the agreement, and he would like a more detailed breakdown of the numbers. Discussion: Cncl.Lehman stated that he would like staff to work on the following issues with the agreement; add an escape clause for the city under item number 18,provide a more detailed breakdown on the numbers,update the term length to 10 years rather than 20 years, and factor utility cost increases into the agreement. Mayor Mars stated that, in his opinion,these agreements are vitally important to the success of the Community Center. Cncl.Luce added that he would like to see the concession stand operations spelled out so that it is clear who will be running the concession stand. Ms. Polley replied that the agreement being discussed does not include the concession stand. She added that the concession stand agreement will come in fron of the Council at a later date. Moved by Councilmember Matt Lehman,Seconded by Councilmember Mike Luce to table approval of the Shakopee School District ISD 720 Ice Rental and Team Room Agreement. Vote: 3 -2 Opposed: Councilmember Jay Whiting Councilmember Kathi Mocol 5. *Shakopee Sponsorship Agreement(B, C,D) Ms. Polley addressed the Council in regards to a Shakopee Sponsorship Agreement. This agreement coincides with the city's approved Sponsorship Policy. Ms. Polley explained that the City Council adopted a Sponsorship Policy and Sponsorship Brochure on November 17,2015. With the construction of the new ice arena and renovations to the Community Center a number of new facilities will become available. The sponsorship program is a significant tool for the city to utilize to seek sponsors that further the city's mission by providing monetary or in-kind support for the city.These sponsorships will include naming rights for the new facilities. Once a sponsor is secured for the Community Center and ice arena project,an agreement will be required to set the terms of the sponsorship such as amount,payment terms and term length.The City Attorney's office has developed the attached Sponsorship Agreement that coincides with the recently adopted Sponsorship Policy. Per the Sponsorship Policy all donations exceeding$500,000 or including naming rights must be approved by the City Council. Cncl. Lehman expressed concern that there are not a clear guidelines pertaining to the policy. Ms. Polley stated that the policy is an overall City donation policy. She added that the policy has four different levels to help determine who has the authority to accept a donation. Ms. Polley then reviewed the different levels with Council. Mr. Reynolds addressed Cncl.Lehmans concerns and stated that staff will work to create more clear guidelines for the policy. Discussion: Ms. Polley stated that in July of 2009 she brought forward the Shakopee Sponsorship Program booklet. She will work to reorganize the program booklet and bring it back to Council. Moved by Councilmember Matt Lehman,Seconded by Councilmember Jay Whiting to approve a Sponsorship Agreement to coincide with the city's approved Sponsorship Policy, and direct staff to clarify sponsorship guidelines in the policy. Vote: 5 -0 6. *Acceptance of a Monetary Donation from the Shakopee Jaycees,Res.No.7724(A,D) Ms. Dvorak addressed the Council regarding the acceptance of a Monetary Donation from the Shakopee Jaycees,Res.No.7724, a resolution of the City of Shakopee,Minnesota, accepting a monetary donation in the amount of$6000.00 from Shakopee Jaycees. Ms. Dvorak explained that the City has received a monetary donation from Shakopee Jaycees in the amount of$6000.00. This donation is to be used to purchase Jox Boxes for some of the softball fields at Tahpah Park.The City of Shakopee appreciates the generosity of Shakopee Jaycees,which helps support the City's parks and recreation services, specifically activities taking place at Tahpah Park. Matthew Duffy, JCI Shakopee,presented a $6,000.00 to the City of Shakopee. Moved by Councilmember Jay Whiting,Seconded by Councilmember Matt Lehman to approve Resolution No. 7724,a resolution of the City of Shakopee,Minnesota Accepting the Monetary Donation from the Shakopee Jaycees and move its adoption. Vote: 5 - 0 F. General Administration 1. *City Bill List(F) Motion to approve the bills and electronic funds transfers in the amount$728,392.03,payroll transfers in the amount of$457,463.93 for a total of$1,185,855.96. (Motion carried under the Consent Agenda) 2. *City Council Meeting Minutes(F) Motion to approve the minutes of April 19,2016. (Motion carried under the Consent Agenda) 3. *VFW Request to Allow Alcohol to be Consumed in Parking Lot for Fundraiser(F) Motion to approving the suspension of city code 114.11 and granting permission to the VFW to have a fenced section of their parking lot to be used for a fundraiser on May 21,2016 between the hours of noon and 11:00 p.m. (Motion carried under the Consent Agenda) 5. RECOGNITION OF INVOLVED CITIZENS BY CITY COUNCIL-Provides an opportunity for the public to address the Council on items which are not on the agenda. Comments should not be more than five minutes in length. The Mayor may adjust that time limit based upon the number of persons seeking to comment. This comment period may not be used to make personal attacks,to air personality grievances,to make political endorsements or for political campaign purposes. Council Members will not enter into a dialogue with citizens, and questions from Council will be for clarification only. This period will not be used to problem solve issues or to react to the comments made,but rather for informational purposes only. There was none. 6. Public Hearings: 7. Business removed from the Consent Agenda will be discussed at this time Please see Items: 4.C.2. 4.E.2. 4.E.3. 4.E.5. 4.E.6. 8. Recess for Economic Development Authority Meeting: 9. Reconvene 10. General Business: A. Planning and Development 1. Appeal of Board of Adjustment and Appeals Decision to revoke the Conditional Use Permit for Vehicle Service and Repair and Exterior Storage at 593 Citation Drive(F) Mr. Sharpe presented an Appeal of Board of Adjustment and Appeals Decision to revoke the Conditional Use Permit for Vehicle Service and Repair and Exterior Storage at 593 Citation Drive, Resolution No. 7723, denying the appeal of Louis Ratemo,which upholds the Board of Adjustment and Appeals revocation of the CUP(Conditional Use Permit)at 593 Citation Drive for Vehicle Repair and Exterior Storage. Mr. Sharpe explained that Louis Ratemo and Javier Rodriquez were granted a CUP for their business, Genuine Auto at 593 Citation Drive, in April 2015. The CUP allowed auto service&repair and exterior storage of licensed vehicles. One of the conditions of approval was a yearly review of their business operations. This condition was added due to the business initially operating without a CUP, and due to several code violations. On April 7,2016,The Board of Adjustment and Appeals(BOAA)performed the yearly review of the CUP and with a supporting staff recommendation,voted unanimously to revoke the CUP. The Board found that the applicants were not meeting four(4)of the 16 conditions included in the CUP approval. Mr. Sharpe explained that staff periodically checked on the business operations during the first year. Several verbal warnings were given over the condition of the site throughout the winter,with a formal warning issued on February 10,2016. The applicants were given 30 days to correct the issues listed in the warning citation. Planning staff also issued a warning letter informing the applicants of their CUP review and detailing the code violations.A citation was issued on March 28, 2016 as the site was not brought into compliance. Several scrap cars were also ticketed for parking on Citation Drive,though it is unclear whether these were the applicants'vehicles. These vehicles have since been removed. Planning staff visited the site on March 30 to check on the progress of bringing the site into compliance. While there was improvement on the site, approximately 1/3 of all vehicles on the site were not properly licensed, a condition of the CUP approval and a code provision.There were also 3 scrapped vehicles blocking drive lanes through the parking lot. Vehicle parts, including doors, windows,mufflers and engines,were sitting out in the open on the site. Cncl. Mocol asked how many outside complaints have been received about this property.Mr. Sharpe replied one. Cncl.Lehman asked if the business was a body shop. Mr. Sharpe answered Yes. Cncl.Lehman stated that Scott County requires a certain permit for this type of business.Mr. Sharpe stated that the applicants are currently in compliance with Scott County. Mayor Mars asked the applicant to come forward and address Council. The applicant was not present. Discussion: Cncl.Lehman stated that the owners had all expectations listed out for them when they obtained the CUP.Mr. Sharpe added that the applicant has three CUP's in the City of Shakopee. Moved by Councilmember Jay Whiting, Seconded by Councilmember Mike Luce to approve Resolution No. 7723, denying the appeal of Louis Ratemo,which upholds the Board of Adjustment and Appeals revocation of a CUP at 593 Citation Drive for Vehicle Repair and Exterior Storage. Vote: 5 - 0 B. Police and Fire 1. Police Department Annual Report Police Chief Jeff Tate presented the Police Department Annual Report to City Council. Cncl.Whiting congratulated Chief Tate on all of the awards that have been won by the department, and the professional service they provide to the City.He added that, in his opinion,the new drug recovery program is very innovative. Mayor Mars thanked Chief Tate for keeping the community safe. Cncl. Lehman thanked Chief Tate for the service to the community. C. Public Works and Engineering D. Personnel E. Parks and Recreation 1. Shakopee Prior Lake Water Ski Association Repayment Agreement(C,D) Ms. Polley addressed the Council regarding the Shakopee Prior Lake Water Ski Association Repayment Agreement to discuss approving a repayment agreement for the Shakopee Prior Lake Waterski Association(SPLWSA)of funds committed to for public improvements. As part of the purchase agreement the city entered into a use agreement until December 31,2031 with the Shakopee Prior Lake Waterski Association for continued use of the water for their waterski practices and shows. SPLWSA agreed to contribute toward the cost of public improvements to the property, in addition to funding any SPLWSA-specific improvmenets.Per the agreement,the minimum amount of all SPLWSA financial assistance is 50%of the total costs of establishing pedestrian and vehicular public access to the property,up to a maximum limit of$315,000. The amount owed to the City is due when public access to the property is established.Public access was completed in 2014. In addition,the agreement states that if the SPLWSA is unable to pay the full remaining portion of the access costs,the city will enter into a repayment agreement allowing the SPLWSA to pay the balance over the remaining term of the use agreement.Payments due under the repayment agreement will be due annually on or before June 1 st and interest on the unpaid principal amount shall accrue at an annual interest rate equal to the interest rate for special assessments that is in effect as of the date of the repayment agreement.According to the City's Finance Director the current special assessment interest rate is 5%. Mike Thibault,President of the Shakopee Prior Lake Waterski Club, addressed the Council and explained the work that the club has done around the lake to improve it, as well as plans for future improvements. Cncl.Whiting asked if the Ski Club receives donations from Charitable gambling.Mr. Thibault answered yes. Cncl.Lehman explained his concerns in regards to the agreement. Cnel.Whiting stated that the club has known for 10 years that the interest would need to be paid, and he feels the contract should be followed. Cncl.Mocol stated that this has been a long term contract that the club knew would need to be repaid when they entered into it. She feels that the possibility of renegotiating the contract would not be beneficial to the club. She does not approve of granting the forgiveness. Discussion: Cncl.Luce stated that he approves of granting the reduction of interest. Mayor Mars stated that the agreement has been in place for many years, and in his opinion,the chub will possibly see a lot of success in the future. Moved by Councilmember Matt Lehman,Seconded by Councilmember Kathi Mocol to approve the Repayment Agreement for the SPLWSA and authorize the appropriate staff to execute such agreement. Vote: 4- 1 Opposed: Councilmember Mike Luce F. General Administration 1. Quarterly Financial Report(C) Mr.Nelson presented a Quarterly Financial Report to give the Council a more detailed quarterly update. Mayor Mars stated that, in his opinion,the financial presentations provide great value. 2. 2016 City Council Workplan Review(A-F) Mr. Reynolds presented the 2016 City Council Workplan Review. Mr. Reynolds explained that on February 9, 2016, City Council pursuant to Mayor Mar's request participated in a Special Council Workshop to discuss the priorities of work for the city. A formalized plan was adopted on February 16,2016.As part of the quarterly review of the plan,there will be discussion on action/decision points on certain items and request clarification and guidance where necessary. No Action was taken on this item. 3. Draft Policy for Appointment and Operation of Boards and Commissions Mr.Reynolds presented a Draft Policy for Appointment and Operation of Boards and Commissions and reviewed input on the draft policy. Mr. Reynolds reviewed the past policies and practices regarding the operation of the interview committee made apparent the need for updating the process in terms of best practices and law. The draft policy provides that update and incorporates the city's past policy and past practice. Action has not taken place with the current policy since 2002. After much Council discussion it was determined that interviews will be required for all applicants to Boards and Commissions including incumbents. Staff will coordinate interview times. It was also determined that if the Vice Chair is unable to serve on an interview Committee for Boards or Commissions interviews, the Board will be asked to appoint a member who is not up for re-election to serve on the interview Committee. Cncl.Lehman stated that the City Council needs to know the process they will use use to narrow a pool of candidates. Mr. Reynolds agreed, Cncl. Whiting stated that a process should be in place to notify all applicants whether they were selected for a Board or Commission, or not. Mr. Reynolds stated that it is the responsibility of the City Clerk to notify applicants the day after the meeting. Mayor Mars agreed that it is very important to notify all applicants, Cncl. Luce suggested sending an email the next day, as well as sending a signed letter from the Mayor. The Councilmembers, along with Mr. Reynolds, discussed the draft policy in it's entirety and determined additional wording that is needed as well as changes that should be made. 11. Liaison &Administrator Reports The Council Members presented their Liaison Reports. The City Administrator presented his Administrator's report to the Council. 12. Other Business Cncl. Luce asked if there was an expiration on submissions of Per Diem reports. Mr. Reynolds answered that there was not an expiration, but he would discuss the matter with Mr.Nelson. 13. Adjourn to May 17,2016 at 7:00 p.m. Moved by Councilmember Matt Lehman, Seconded by Councilmember Mike Luce to adjourn. Vote: 5 - 0 Lori He City Cl */ Heidi Emerson Recording Secretary D R A F T OFFICIAL PROCEEDINGS OF THE SHAKOPEE CITY COUNCIL REGULAR SESSION LOCATION Council Chambers City Hall 129 Holmes Street South May 17, 2016 SHAKOPEE MINNESOTA 7:00 p.m. 1. Roll Call Present: Mayor Bill Mars;Councilmember Matt Lehman; Councilmember Jay Whiting; Councilmember Kathi Mocol;Councilmember Mike Luce Staff City Administrator Bill Reynolds;Public Works Director/Engineer Bruce Loney;Finance Director Present: Darin Nelson;Parks and Recreation Director Jamie Polley; City Attorney Jim Thomson; City Clerk Lori Hensen 2. Pledge of Allegiance 3. Approval of Agenda Mr. Reynolds stated that an updated copy of Resolution No. 7732 was added to the Agenda. Moved by Councilmember Jay Whiting, Seconded by Councilmember Kathi Mocol to approve the Agenda. Vote: 5 -0 4. Consent Business-(All items listed in this section are anticipated to be routine.After a discussion by the Mayor there will be an opportunity for members of the Council to remove any items from the consent agenda for individual discussion. Those items removed will be considered following the Public hearing portion of the agenda.Items remaining on the Consent Agenda will not be discussed and will be approved in one motion.) Item 10.E.I.,Acceptance of donations for the Shakopee Fun for all Playground,Res.No. 7729,was removed by Cncl.Luce for further discussion. Item 10.E.3.,Acceptance of a donation for the Shakopee Fun for all Playground,Res.No. 7730,was removed by Cncl. Luce for further discussion. Item l O.E.4.,Acceptance of a donation for the Shakopee Fun for all Playground,Memorial Park Bridge and Historical signage,Res.No. 7731,was removed by Cncl.Luce for further discussion. Moved by Councilmember Jay Whiting,Seconded by Councilmember Matt Lehman to approve the Consent Agenda as amended. Vote: 5 -0 A. Planning and Development 1. *Preliminary and Final Plat of the City Hall Campus Motion to approve Resolution No. 7726, a Resolution approving the Preliminary and Final Plat of the City Hall Campus.(Motion carried under the Consent Agenda) B. Police and Fire C. Public Works and Engineering 1. *Approve Plans and Authorize Ad for Bids for the 2016 Sanitary Sewer Lateral Pipe Rehabilitation Project No. 2016-6,Res.No. 7728(E) Motion to approve Resolution No. 7728 A Resolution Approving Plans and Specifications and Ordering Advertisement for Bids for the 2016 Sanitary Sewer Lateral Pipe Rehabilitation Project No. 2016-6, and move its adoption. (Motion carried under the Consent Agenda) 2. *Authorize Disposal of Miscellaneous Surplus Property(F) Motion to declare listed items as surplus property and authorize their disposal. (Motion carried under the Consent Agenda) D. Personnel E. Parks and Recreation 1. *Acceptance of Donations for the Shakopee Fun For All Playground,Res.No. 7729 (A,B,D) Acceptance of Donations for the Shakopee Fun For All Playground,Res.No. 7729, To accept a donation from Bert Notermann,owner of Lions Tap, for the Shakopee Fun For All Playground. Wonderful supporter of the Shakopee community,Bert Notermann,owner of Lions Tap,has generously donated$5,000 for benches to the Shakopee Fun For All Playground.RecommendationTo accept the generous donations in support of the Shakopee Fun For All Playground. Cncl.Luce removed this item from the Consent Business to allow Mr.Noterman to address the Council and present his donation. Mr.Noterman stated that the playground is very important to himself and his family. Mayer Mars thanked Mr.Noterman and stated that his generosity is valued and appreciated. Moved by Councilmember Mike Luce, Seconded by Councilmember Jay Whiting to adopt Resolution No. 7729, a resolution of the City of Shakopee,Minnesota,accepting a$5,000.00 donation from Lions Tap for the Shakopee Fun For All Playground, and move its adoption. Vote: 5 -0 2. *Stans Park Playground Replacement(A) Motion to approve the MN/W1 Playground proposal for Stans Park playground replacement.(Motion carried under the Consent Agenda) 3. *Acceptance of a Donation for the Shakopee Fun For All Playground,Res.No. 7730(A,B,D) Acceptance of a Donation for the Shakopee Fun For All Playground,Res.No. 7730 to accept a donation from Eugene Hauer for the Shakopee Fun For All Playground. Long time Shakopee resident and wonderful supporter of the community,Eugene Hauer,has spoken with committee members and have generously donated$2,000 for benches to the Shakopee Fun For All Playground. Cncl.Luce removed this item from the Consent Business to recognize the generous donation from the Eugene Hauer family. Moved by Councilmember Mike Luce, Seconded by Councilmember Matt Lehman to adopt Resolution No. 7730, a resolution of the City of Shakopee,Minnesota, accepting a$2,000.00 donation from Eugene Hauer for the Shakopee Fun For All Playground,and move its adoption. Vote: 5 - 0 4. *Acceptance of a Donation for the Shakopee Fun For All Playground,Memorial Park Bridge and Historical Signage,Res.No. 7731 (A,B,D) Acceptance of a Donation for the Shakopee Fun For All Playground,Memorial Park Bridge and Historical Signage,Res.No. 7731, from the Shakopee Mdewakanton Sioux Community. Partners and generous supporters of the City of Shakopee,the SMSC, has spoken with committee members and have generously donated$50,000 to the Shakopee Fun For All Playground. In addition,the SMSC has graciously donated $10,000, as well as being a major partner,to the replacement of the Memorial Park bridge.The SMSC is also donating$10,000 to historical trail signage that will be placed in the Memorial Park extension to the south of CR 101. The Shakopee Historical Society will be designing and funding the historical signage in this park area.RecommendationTo accept the generous donations in support of the Shakopee Fun For All Playground,Memorial Park bridge replacement and historical signage. Cncl.Luce removed this item from the Consent Business to recognize the SMSC for their generous donation. Discussion: Mayor Mars stated that he met with Chairman Vig of the SMSC, and discussed this donation.He stated that he is very thankful for the SMSC's generosity and their partnership, Moved by Councilmember Mike Luce, Seconded by Councilmember Kathi Mocol to adopt Resolution No. 7731, a resolution of the City of Shakopee, Minnesota, accepting donations from the Shakopee Mdewakanton Sioux Community for the Shakopee Fun For All Playground,Memorial Park Bridge and Historical Signage, and move its adoption. Vote: 5 - 0 F. General Administration 1. *City Bill List(F) Motion to approve the bills and electronic funds transfers in the amount$1,169,587.76,payroll transfers in the amount of$487,091.07 for a total of$1,656,678.83. (Motion carried under the Consent Agenda) 2. *Authorize Street Closures and Support to the 2016 "Open Streets-Downtown Shakopee" (D) Motion to authorize the requested street closures and support to the 2016 Open Streets-Downtown Shakopee event hosted by Main Street Shakopee as outlined in the letter. (Motion carried under the Consent Agenda) 3. *Approve Temporary Beer Licenses for Shakopee Lions Club(F) Motion to approve the applications and grant temporary on-sale 3.2 percent malt liquor licenses to the Shakopee Lions Club for their Softball Tournament held at Tahpah Park on June 3 through June 5,2016. (Motion carried under the Consent Agenda) 4. *Premises Permit for Shakopee Lions Club,Res. No. 7725 (F) Motion to approve Resolution 7725, a resolution of the City of Shakopee approving the premises permit for Shakopee Lions Club located at the Pullman Club 124 First Avenue East.(Motion carried under the Consent Agenda) 5. RECOGNITION OF INVOLVED CITIZENS BY CITY COUNCIL-Provides an opportunity for the public to address the Council on items which are not on the agenda. Comments should not be more than five minutes in length. The Mayor may adjust that time limit based upon the number of persons seeking to comment. This comment period may not be used to make personal attacks,to air personality grievances,to make political endorsements or for political campaign purposes. Council Members will not enter into a dialogue with citizens, and questions from Council will be for clarification only. This period will not be used to problem solve issues or to react to the comments made,but rather for informational purposes only. Kim Churchill, 16209 Evanston Avenue Prior Lake, addressed the Council regarding issues involving mental illness. Georgie Engelhard, 1524 Balinese Street,addressed the Council regarding the need for housing for those dealing with mental illness. Margaret Chamberlain, 1499 Yorkshire Lane, addressed the Council to advocate for mental health awareness. 6. Business removed from the Consent Agenda will be discussed at this time Moved by Councilmember Jay Whiting, Seconded by Councilmember Mike Luce to adjust the Agenda to allow for the items removed from the Consent Agenda to be discussed prior to the Public Hearing. Vote: 5 - 0 7. Public Hearings: A. Establishment of a Utility Franchise Fee Moved by Councilmember Matt Lehman,Seconded by Councilmember Kathi Mocol to open the Public Hearing. Vote: 5 -0 Mr. Reynolds addressed the Council in regards to the potential establishment of utility franchise fees in Shakopee. Moved by Councilmember Matt Lehman, Seconded by Councilmember Mike Luce to take a five minute recess. Vote: 5 -0 After a short recess, Mr. Reynolds resumed his presentation to the Council.He explained that per state law, a city may impose a franchise fee on a gas or electric utility for the use of the public right-of-way by adopting an ordinance. The fees (either fixed or percentage)can be used for any public purpose. Mr.Reynolds then explained the purpose of franchise fee's and how they are structured. Mr.Nelson described the impact of fixed charges versus percentage charges on Franchise fee's. Cncl.Lehman asked if franchise fees are strictly for gas and electric. Mr. Reynolds replied yes, franchise fees are for use of the right of way and will only be charged on gas and electric charges. Cncl.Lehman asked if the fees will be charged on the actual usage or on the customers total bill. Mr. Reynolds replied that the charges will only be applied to the actual usage of the utility. Cncl.Whiting asked if the franchise fee can be changed at a later date if it is adopted.Mr. Reynolds replied that the City can adjust the fees ay any time. Mr. Reynolds explained the the Council that Staff id recommending a 3%usage fee across the board for residential,commercial and industrial. Staff is also recommending that the fee be dedicated to capital improvements and infrastructure. Cncl.Lehman stated that he would like to see a breakdown of the impact that the fees'will have on small business as well as big business. Cncl Mocol stated that she would like to know the impact that the fee's will have on Jackson Township after annexation. Joe Green,Minnesota Valley Electric,addressed the Council regarding the franchise fee's. Nicko Spehn, Centerpoint Energy, addressed the Council regarding the franchise fee's. Laverne Gilliam,2912 10th Avenue,addressed the Council and asked if there would be administrative fee's added to the franchise fee's. Mr. Thomson replied that the common practice is to include all charges in the franchise fee. Phillip Young,2395 Alysheba Court, addressed the Council and asked what the negative side was to franchise fee's,and would the fees discourage businesses from building in Shakopee. He also asked if new businesses will be allowed to request that the fee's be waived. Cncl. Lehman answered that businesses will be allowed to request the waiver, but that will not mean they are going to get it. Cncl,Mocol asked for information regarding financial aide for people who own older, less energy efficient homes. Moved by Councilmember Matt Lehman, Seconded by Councilmember Mike Luce to close the Public Hearing. Vote: 5 - 0 Discussion: Cnel.Lehman stated that he would like more information. Mr. Reynolds stated that Staff will bring back more information and answers to Councils questions at the next City Council meeting. Cncl.Lehman stated he would like more information on the impact of franchise fee's on various levels of use. Mayor Mars stated that he would like examples of how customers bills will be affected. Cncl. Whiting stated that he likes the idea of diversified revenues, and feels every utility should pay the same fee. He added that he would be in favor of a flat fee as opposed to a percentage fee. Cncl.Mocol stated she would like to see bill comparisons to judge the impact. She also wants more information on financial aide available, as well as the impact on Jackson Township. Cncl.Lehman added that he would like information on the long term impact to the general levy. Cncl.Luce stated that, in his opinion, a flat fee could be more challenging to smaller users. 8. Recess for Economic Development Authority Meeting: Moved by Councilmember Jay Whiting,Seconded by Councilmember Kathi Mocol to recess for the Economic Development Advisory meeting. Vote: 5 -0 9. Reconvene 10. General Business: A. Planning and Development B. Police and Fire C. Public Works and Engineering D. Personnel E. Parks and Recreation 1. Approved a Sponsorship Agreement for Community Center and Ice Arena Facilities(B, C) Ms. Polley addressed the Council regarding approval of a Sponsorship Agreement with the Shakopee Mdewakanton Sioux Community(SMSC)for the Community Center's Senior Lounge, lobby, walking track and the Ice Arena concession stand. Ms. Polley explained that on May 3, 2016 the City Council approved the Sponsorship Agreement that coincides with the city's sponsorship policy. The SMSC Business Council has generously agreed to sponsor the following areas within the Community Center and Ice Arena upon completion of the construction: e Ice Arena Concession Stand- $75,000 o Senior Lounge- $50,000 e Lobby- $30,000 .Walking Track- $25,000 The sponsorship of each area will be for a term of 10 years.The sponsorship includes exclusive naming rights and the SMSC's name and/or logo on each area. The size and location of the sponsor's name and/or logo will be at the discretion of the city. The City will also use the sponsor's name in publications and references to the sponsored areas. Cncl.Lehman Thanked the SMSC for their donation.He asked how the donated dollars are applied to the specific projects. Ms.Polley responded that the sponsorships will go to pay down the bonds on the facility. Cncl.Mocol thanked the SMSC for their generous contribution. Discussion: Mayor Mars thanked the SMSC for their generous donation, and stated that many people worked hard to make this happen. Cncl.Luce thanked the SMSC for their donation and added that he feels this is a great start toward bridging the gap. Cncl.Whiting thanked Chairman Vig and the Business Council for the donation. Moved by Councilmember Kathi Mocol, Seconded by Councilmember Jay Whiting to authorize by motion the execution of a Sponsorship Agreement with the Shakopee Mdewakanton Sioux Community for the sponsorship of the Community Center Senior Lounge, lobby,walking track and Ice Arena concession stand. Vote: 5 -0 2. Approval of the Shakopee School District ISD 720 Ice Rental and Team Room Agreement(C,D) Ms. Polley addressed the Council in regards to the approval of the Shakopee School District ISD 720 Ice Rental and Team Room Agreement, an agreement for the use of the city ice arena. The Shakopee varsity and junior varsity hockey teams call Shakopee Ice Arena their home rink. Second to the Shakopee Youth Hockey Association the school district hockey teams are the second largest renter of ice time,renting approximately$50,000 worth of ice time per year. The varsity and junior varsity teams currently share ice time and are allocated the hours immediately after school for their practice time. Priority scheduling is currently given to the School District for all game times. Ms. Polley explained that the City Council reviewed the proposed agreement on May 3, 2016 and provided the following comments which have been incorporated into the agreement: 1. Change the agreement term length to 10 years from 20 years- See Section 1 2. Insert a termination clause- See Section 19 3. Illustrate the break down of the lump sum payment of$125,000 - See Exhibit A.1 The School District hockey teams currently use the general use locker rooms and do not have a location within the existing rink to store their equipment. Student athletes bring their hockey gear to and from the rink daily. The construction of the new ice arena will include team rooms for the hockey teams. A boys and girls team room were added to the facility and will allow the student athletes to keep their equipment at the rink during the hockey season.An agreement between the School District and the city has been negotiated for use of the team rooms and contracted ice time. Ms. Polley and Mr. Reynolds answered questions and responded to concerns raised by the Council and after much discussion the City Council approved an ice rental and team room agreement with Shakopee School District regarding use of the new Shakopee Ice Arena.The 10-year agreement includes a$125,000 annual payment from the school district, granting the district 26 game blocks, 402 practice hours and lease of team rooms. Moved by Councilmember Kathi Mocol, Seconded by Councilmember Jay Whiting to approve the Agreement for Use of the City Ice Arena by the Independent School District No. 720 and authorize the appropriate staff to execute such agreement. Vote: 3 -2 Opposed: Councilmember Matt Lehman Councilmember Mike Luce F. General Administration 1. Policy for Appointment and Operation of Boards and Commissions,Res.No. 7727(B,D,F) Policy for Appointment and Operation of Boards and Commissions,Res.No. 7727. Mr. Reynolds stated that the review of the past policy and practice regarding the operation of the City of Shakopee Boards and Commissions Interview Committee made apparent the need for an update to conform with current law and best practices.This policy is a revision that provides both an update and incorporates the city's past policy and practice.Mr.Reynolds explained that a draft was reviewed by council on May 3,2016 and the comments of council have been incorporated to include: .All applicants including incumbents will need to interview if they wish to be considered for selection to a board or commission; .A process has been outlined for voting at the council level; . Service has been limited to three(3)consecutive full terms; and .Recognition that the committee may select some applicants who were not selected to be considered if there are future vacancies. Cncl.Mocol stated that she had voiced her concerns in regards to limiting open seats to residents only and not including businesses.Mr.Reynolds replied that there was not enough consensus regarding Cncl.Mocol's concerns,but added that Council could discuss it further. Cncl. Whiting stated that, in his opinion,the EDAC has had some great candidates appointed from businesses, and they pay taxes in the Community. He added that, in his opinion,the pool of candidates is being limited if businesses are not included. Cncl. Lehman stated that while there could be qualified candidates who are business owners, and even residents of other Cities,the argument could then be made that these same candidates could be an asset to other Boards and Commissions as well. Mayor Mars reviewed the surrounding Cities residency requirements for Boards and Commissions appointments. Mayor Mars invited Angie Whitcomb,President of the Chamber of Commerce to address the Council. Ms. Whitcomb stated that the Chamber does not lobby on behalf of businesses, but instead they advocate for all businesses. She stated that she is requesting that the Council amend section 3A to include the option to appoint owners of businesses that are located in Shakopee and area business leaders. Mayor Mars stated that there is a need to determine if the appointments should be limited to only business owners, or if representatives of a business could be appointed. Paul Youngs, Chamber of Commerce Chairperson, addressed the Council and gave his thoughts on appointing businesses to the EDAC. Cncl. Mocol stated that, in her opinion, business owners in the community are serving the City's residents. Cncl.Luce stated that small business owners have a stake in the Community. He added that he feels citizens should get preference,and then small business owners. Cncl.Lehman stated that he is only in favor of residents being appointed. Cncl. Whiting stated that business owners have an interest in Economic Development.He added that the appointments should go to the most qualified individuals whether they are residents,business owners, or business leaders. Mayor Mars asked the Council to discuss how Boards should choose the Chairperson. After much discussion,the Council determined that each Committee should choose their own Chairperson,unless there is not enough experience or a lack of interest, in which case the City Council may appoint a Chairperson. Cncl. Whiting stated that he feels a code of ethics should be created for Boards and Commissions. Mr. Reynolds replied that he is in the process of creating a handbook to be given to each member of a Board or Commission detailing ethics, City background,structure,budget etc... When it is complete it will be distributed to all of the Council members. Cncl.Whiting stated that he feels that candidates for the EDAC should be a resident of Shakopee, a business owner in Shakopee or a Senior Level leader of a business in Shakopee. Cncl.Mocol agreed. Moved by Councilmember Jay Whiting, Seconded by Councilmember Kathi Mocol to change item 3A to include residents and/or business owners, or Senior level business leaders of businesses based in Shakopee for the Economic Development Advisory Committee only. Vote: 3 -2 Opposed: Councilmember Matt Lehman Councilmember Mike Luce Discussion: Mr. Thomson advised that the Council only needs to decide whether or not business owners,however defined, should be eligible to be appointed to the EDAC. Mayor Mars stated that he wants a policy that is fair and equal. Moved by Councilmember Jay Whiting, Seconded by Councilmember Kathi Mocol to approve Resolution Number 7727, a resolution adopting the Policy for the Appointment and Operation of Boards and Commissions as amended. Vote: 3 -2 Opposed: Councilmember Matt Lehman "! Councilmember Mike Luce 2. Award Construction Contracts for the Shakopee City Hall Project(B,E) Mr. Reynolds addressed the Council to award Construction Contracts for the Shakopee City Hall Project.Mr.Reynolds stated that there was a correction,but the correction does not impact the bottom line amounts. Mr. Reynolds explained that the City Council approved the plans and specifications and authorized the advertisement for bids for the construction of a new city hall on April 5,2016. On March 15, 2016,the City Council approved the financing structure of the facility utilizing a series of internal transfers and an interfund loan. In addition at that time it approved the selection of CPMI as the construction manager to work with the project architects BKV Group. On May 5,2016 the city received a total of 75 bids for 25 bid categories. CPMI has completed the review of the bids and has conducted a scope of work review with the apparent low bidders. A letter from CPMI with the recommendation is included with this memo. Total low bids with alternates Numbers 1,2, 3, and 5 was$7,869,711. Recommendations for Award of Contract CP1.01 Earthwork&Utilities- S.M. Hentges $342,600.00 CP1.02 Concrete& CP1.03 Masonry-Hollenback&Nelson $918,800.00 CP 1.04 Steel Erectors-Maxx$170,100.00 CP1.05 Multiscope-Donlar $747,000.00 CP 1.06 Roofing-Berwald $293,000.00 CP1.07 GFRC Panels- Flynn $273,700.00 CP1.08 Metal Panels-Progressive $243,872.00 CP 1.09 Glazing- S &J $495,600.00 CP 1.10 Drywall/Plaster- RTL $706,969.00 CP 1.11 Tile&Terrazzo- Advance Tile&Terrazzo$186,000.00 CP1.12 Acoustic- Twin City Acoustics $311,895.00 CP 1.13 Flooring-CPMI Estimate $90,000.00 CP1.14 Painting-Wasche $78,870.00 CP1.15 Signage-CPMI Estimate $15,000.00 CP 1.16 Elevator-Otis $120,400.00 CP1.17 HVAC&CP1.18 Plumbing&Piping-Peterson Sheet Metal$883,000.00 CP1.19 Mechanical Insulation- Mavo $107,500.00 CP1.20 Fire Protection-General Sprinkler Corp. $153,000.00 CP 1.21 Temperature Control-Automated Logic $94,840.00 CP 1.22 Electrical- EPS $699,000.00 CP1.23 Asphalt Paving-Northwest$96,645.00 CP1.24 Site Concrete-North Country$54,000.00 CP1.25 Landscape&Irrigation-Plant Pro $97,878.00 MP1.01 Steel Erection- Thomberg Steel $321,000.00 MP1.02 Doors&Hardware-Kendall $113,643.00 MP1.03 Pumps&Boilers-Mulcahy$52,108.00 MP1.04 Air Handling Units- SVL w/o Alternate $43,500.00 MP 1.05 Chiller- Trane$64,141.00 A Representative from CPMI was available to answer questions from Council. Cncl.Mocol stated that she has concerns about moving forward with the approval of the plans for the new City Hall without having a plan in place for the current City Hall building. Mr. Reynolds replied that Staff is working toward the goal of determining options to bring to Council for the current City Hall building. Cncl.Lehman had questions regarding some of the estimates that were included. The Representative from CPMI addressed the questions. Mayor Mars asked if the monument sign was included in the bids. Cncl.Luce stated that, in is opinion,the monument sign could be a hazard and he feels it should be removed.Mr.Reynolds replied that because there are going to be two entrances to the campus,the monument sign will direct people to the appropriate parking area. Cncl Whiting stated that, in his opinion,the monument sign should stay in the plans. Mayor Mars stated that there was not enough consensus by Council to remove the monument sign. Cncl.Lehman asked if the Resolution covers the total amount of the bids. Mr. Thomson stated that the Resolution includes the total amount as well as bid alternates 1,2,3 and 5. Cncl.Luce stated that he feels comfortable moving forward with this project after speaking with Mr. Nelson. Moved by Councilmember Jay Whiting,Seconded by Councilmember Matt Lehman to approve Resolution No. 7732, a Resolution Awarding Contracts for the Construction of the Shakopee City Hall. Vote: 4- 1 Opposed: Councilmember Kathi Mocol 11. Liaison&Administrator's Reports The Council Members presented their Liaison reports. The City Administrator presented his Administrator report to the Council. 12. Other Business Cncl. Lehman asked if he could get a list of efficiencies that have been bestowed on Shakopee within last last couple years from SCALE. Mr. Reynolds replied that he would create a list for Cncl. Lehman or request that SCALE give a presentation. 13. Adjourn to June 7, 2016 at 7:00 p.m. Moved by Councilmember Jay Whiting, Seconded by Councilmember Kathi Mocol to adjourn. Vote: 5 - 0 Lori H�i City C�rk Heidi Emerson Recording Secretary PWA Consent Business 4. D. 3. TO: Mayor and City Council FROM: Lori Hensen, City Clerk DATE: 06/07/2016 SUBJECT: *2016-2017 Liquor, Wine, and 3.2 Beer License Renewals (F) iiiAction Sought The council is asked to approve and grant off-sale, on-sale, 3.2 percent malt liquor, brewery, taproom and Sunday intoxicating liquor license for 2016-2017: and to waive the requirements of city code section 114.02 (I) for Global Restaurant Group, Inc. dba Dangerfield's, Stonebrooke Golf Club LLC and Knight's of Columbus Home Association, Inc. Background The council is asked to consider the renewal of all liquor licenses for the period of July 1, 2016 through June 30, 2017 Applications have been completed and returned to city staff and all inspection required by the Fire Department have been completed per city code. Staff has checked for delinquent property taxes and utility bills, and all is in order. Council approval of these licenses will be conditioned upon compliance with all licensing requirements. According to section 114.02 (I) of the city code, no on-sale license shall be granted for operation on any premises which does not have city water. The council may waive this requirement for any business having obtained an on-sale license prior to July 1, 1997, and operating at premises where potable water is supplied from a well, provided that water quality from the well is tested and approved by the Minnesota Department of Health in accordance with their standards. Staff has been in contact with the Minnesota Department of Health, Environmental Health Services. They have advised that the wells at Dangerfield's Restaurant, Stonebrooke Golf Club and at the Knights Event Center have been tested and meet water quality requirements. It is appropriate, therefore, for the council to approve waiving the requirement of city code section 114.02 (1) which requires connection to city water and sewer. A list of all the businesses renewing their licenses are attached. Relationship to Vision Goal F: Housekeeping Action Requested The council is asked to approve and grant off-sale, on-sale, 3.2 percent malt liquor, brewery, taproom and Sunday intoxicating liquor licenses for the 2016-2017: and to waive the requirements of city code section 114.02 (I) for Global Restaurant Group, Inc. dba Dangerfield's, Stonebrooke Golf Club LLC and Knight's of Columbus Home Association, Inc. Attachments License holders c +r — 3 w w w w w w w w w w w w w w w w :3 m U 4J O an 0 id i (n (A V) V) (n (n (A (A V) V) (n V1 V1 V1 V1 V1 x 3 w w w w w w w w w w w w w w w w d ++ V u I 0 O 4J cl V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 LU w w w w w w w w w w w w w w w s >- >- >- >- >- >- >- >- >- >- >- >- >- >- >- >- U EV1 V1 V1 N V1 V1 V1 V1 N V1 V1 V1 V1 V1 V1 N d O w w w w w w w w w w w w w w w w V1 LL i 41 Y L O p U L V) V1 V1 V1 V) V1 V) V1 V1 V1LU LU LU V) V) V) V1 V1LU LU LU LU LU LU LU V1 an LU LU LU LU tpi Q O ,- s O v' to (n (n Ln Ln (£0Ln (n (n (n Ln0 r 0 w w w w 41 w L w w w w 41 w U > D > 4� > (n (A Vt Lf) Lf) LA Lnt (n (n (n (A t (n (n (n r13 ++ u w w w w w w w w w w w w w w w w tD O O O to (D O rI O ri O ri O ri O O O ri O O 'i 'i ri O ri O N O N O N N N O N N O O O N O y u N \ N \ N \ \ \ N \ \ N N N \ N N w N D\1 N rrl N M r^-I N If M M N m Q O 111 tD V1 R* tD 111 (D 111 (D R* tD V1 V1 tD tD 111 111 111 V1 tD V1 4) 4) N 4J w 41 v'^f 00 i — h i i fbb 0 i f0 3 Q C "O 3 f0 0 'a ,i 110 > W tSJ > ,i 00 t10 u 4J �+ a E > 0 i Q u C r� U Q i ++ C 0) f0 u C i W00 W V) 47 O V1 I, R 00 N O 00 i 3 O O N N > V1 N N +L+ LnN (71 0 ko O O I% rrq N ri > O O m 00 U ri rI Q ri ri ri V) R* m ri 111 ri 00 U R* rI Ul ri ri Q 00 U 41 to � lD o o s L E 3 a 0 L 3 3 'i ++ O a tw a Y to a t 000 C7 ' � in u _ >� ' an L ' f0 L (10 to pp C C 4) C 41 O (A U L U N N L L m Y L ++ O O a O •� O 'L 4) 0 b0 +� to f0 O O to LL w L p 2 4l O. 4l 3 !Z IA O Ln E o E ° E a m 0 s s as ° 3 3 ~ oc m (A a a a a a m m u u u u u u u w w Ln (A (A Ln V) V) (A (A (A V) V) V) cn kn tn tn V) kn LU LU � � � � � � � � � � � � � � � LLI V) (A (A (A V) � Ln Ln V) V) V) Lf) Ln V) V) V) Lf) cn � LU LU LU LU LU LU LU � � � � � � � LLI LLI LLI V) (A V) (A fA Lf) (A V) (A (A fA Lf) CA V) V) LA Lf) Ln � � � � � � LU LU LU LU LU LU LU LU � LLI LLI LLI Ln Ln Ln Ln LA Ln Ln Ln LnLn Ln Ln Ln z tn V) � � � � � � � � � � a) LLI LLI LLI LU LU LLI LLI Ln (A (A Ln V) Ln Ln Ln V) Ln V) Ln Ln Ln m z V) cn LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU 0 0 0 $ J (A Ln m k k (A Ln Ln Ln (A tn (A Ln cn V) cn LU LU LU LU LU LU LU LU LU LU LU L LU Ln CA cn (A fA Ln CA cn cnLn CA CA Ln m Ln cn LU LU LU LU LU LU LU LU LU L LU LU LU LU LU LU LU to w w w - - w w - - - w - e 3 - w o e o - 0 0 0 0 0 m o o m m o m o o m m m m m m m m r1i I.- m w w w m q N N cn rl N q m N % q N Ln Ln Ln Ln Ln RT w w Ln Ln R* w R* w LA w L w Ln m Ln LA w Ln k % 0 _ \ § $ ■ > 2 7 m m § 2 2 m 2 � » c < % > A ■ _ ' w » \ m c u = < - A ■ 2 £ m 4, � 2 - k f LU m � Lu a u > L rq o - e m _ _ o c � m ■ - - m Q � - o c ® ■ o m m m a © � 00 o ■ m o o m o Ln J k m m q u � k 2 & 0 3 � q r4 V) rl U g k M & u N k ƒ ( : E § . q k 2 � 0 b E o § E r m - u > ° = 0 0 rq w k u w ■ 7 u 0 _@ 2 / ■ ■ u 0 0 § _ g % % 7 ■ o o 0 2 2 2 _ m m w 5 Ln � ± tn 0 LU CL C ■ ■ >- > m > 3 ® ' ' § k ■ V .7 k k to 2 2 2 2 c E 2 0 q E - 2 ) 0 0 2 - � _ � : . _ . m = . m B 0 2 > E % % m 2 u m 0 2 � m d 0 2 > k b a 2 3 J & & LnLn V) V) Ln V) V) Ln Ln V) V) � LU LU LU LU LU LU LU LU � LLI (A Ur) (A (A V) (A (A (A V) Q LLI LLI LLI LLI LLI LLI LLI LLI LLI LLI V) V) (A Lf) (A (A fA (A V) fA Ln � � � � � � � � � � LLI � � � � LU LU LU LU LU LU L LU LU LU LU LU LU LU LU L LU LU LU LU LU LU LU LU L LU LU LU LU LU LU LU 0 0 0 0 to o N N m 00 Ln 04 (D q* w � W ql W � Ln Ln ql (D Ln Ln U f o k OA U ' ' £ _ ■ k � M A � k 3 u v >� LLI 3 -1 3 rL - _ « m Ln -0 « m a oLLJ _ t o ■ � > w m (n m 7 Ln 0) 0 m o m � g k $ m 2 3 N N rl 2 q LJ rl k 2 u q co u / 2 ° \ ( +_ o o L ■ e o L c R $ > k % 2 > . 2 CU 2 � \ � \ © k Co m 2 £ £ Ln ° $ f aj / >. / E 2 % 2 2 k § a g § z g k t z � PWA Consent Business 4. D. 4. TO: Mayor and City Council FROM: William H. Reynolds, City Administrator DATE: 06/07/2016 SUBJECT: *Set a Public Hearing Date Regarding the Establishment of a Cable Television Franchise Agreement with Qwest Broadband Services, Inc., d/b/a CenturyLink (F) iiiAction Sought Set a public hearing date of June 21, 2016 to permit interested persons and organizations to have the opportunity to comment and a reasonable opportunity to be heard on the recommended cable television franchise for Qwest Broadband Services, Inc., d/b/a CenturyLink. Background On April 4, 2015, City Council directed staff to submit a Notice of Intent to Consider an Application for a Cable Communications Franchise and a Request for Proposals for the same. On June 16, 2015 council held a public hearing to consider an application by CentuiyLink for an additional cable franchise, accepted their application and directed staff and legal counsel to proceed in the process. On August 18, 2015, City Council approved Resolution No. 7600, which established Finding of Fact in regards to the CenturyLink Cable Communications Franchise noting that the application complied with Minnesota law, that CenturyLink possessed the requisite qualifications for a franchise and authorized staff to negotiate the agreement with the company for later council action. Staff has finished negotiation of the franchise agreement. Requested Action Set a public hearing date of June 21, 2016 to permit interested persons and organizations to have the opportunity to comment and a reasonable opportunity to be heard on the recommended cable television franchise. Attachments Public Hearing Notice CenturyLink CITY OF SHAKOPEE NOTICE OF PUBLIC HEARING Notice is hereby given that the City of Shakopee, Minnesota will hold a public hearing at the Shakopee City Hall on Tuesday, June 21, 2016 at 7:00 p.m., or as soon thereafter as possible. The purpose of the public hearing is to permit interested persons and organizations to have the opportunity to comment and a reasonable opportunity to be heard on the recommended cable television franchise for Qwest Broadband Services, Inc., d/b/a CenturyLink. A copy of the negotiated cable television franchise can be obtained from the Shakopee City Clerk. Dated this of , 2016 City Clerk 3220805v1 PWA General Business 7. A. 1. TO: Mayor and City Council FROM: William H. Reynolds, City Administrator DATE: 06/07/2016 SUBJECT: Authorize Rule Waivers and Various In-Kind Contributions for the Shakopee Diversity Alliance (SDA) Fourth Annual International Festival (D) iiiAction Sought The City Council is asked to authorize requested rule waivers and various in-kind donations to the Shakopee Diversity Alliance 2016 International Festival. Background The Shakopee Diversity Alliance (SDA) is seeking to reserve Huber Park and the Amphitheater for their Fourth Annual International Festival to be held on Friday, July 8th, 2016 from 4:00 to 9:00 p.m. Staff has tentatively approved most of the items requested by the SDA, however, two items will need specific decisions from City Council: 1) Request to allow the park to remain open for an additional hour (11:00 p.m. as opposed to 10:00 p.m.); and 2) a waiver of all fees. Discussion The City of Shakopee recognizes the value of community events in building a vibrant and healthy community. The city promotes regular and active use of public property and encourages a wide variety of community events in our public spaces. Staff has worked to ensure that the SDA International Festival can be properly supported and has no issues as long as the event works within the established policy for Huber Park and the Amphitheater, and as outlined by the email from the city administrator to the SDA representative on May 13, 2016 (attached). Staff does not support a waiver of fees for this event. Event fees are designed to offset a benefit that has been conferred upon a user or group of users. It is designed to reasonably approximate a user/payer's fair share of the cost's incurred by the city in providing the benefit. It should be noted that a fee is different than a property tax that is designed to be used for the common good of all citizens. Recreation rentals/services - as opposed to recreation infrastructure construction - usually rely upon service fees (as opposed to fully on the general tax levy) for support of the services that are offered to those that participate. There is almost always some impact on the general tax fund levy, but fees are designed to offset that as much as possible. Fees also provide a barometer of the supporting organization's financial health. If an event sponsor cannot afford the relatively small fees associated with an event, it could mean the organization does not have the financial reserves or funds needed to successfully hold an event. The council should also be concerned with equity between groups who would subsequently request a waiver of fees. Any group that would host an event at a later time could make a case that if one organization has been granted a fee waiver, they should as well. Action to waive fees for one group and not another could lead to charges of favoritism. Finally, waving fees makes the city a partner in any organization's event; the city is in effect providing financial support. Absent a policy that establishes guidelines and criteria for fee waiver- including policies for the organization's governance and the handling of funds and donations - an organization that later runs into problems could put the city's reputation at risk. Currently the policy for the City of Shakopee is to charge user fees for the use of parks and recreational programs. Staff supports that policy, and would not recommend increasing the burden of supporting festivals and events by shifting the expense to the general fund. If we are to make the shift to general fund support, it needs to be properly budgeted for in the future budgeting cycles. Budget Impact The SDA request will include approximately $1,365 - $1,500 in fees depending upon the full extent of support needed by city staff. Recommendation Staff recommends support of the SDA's Fourth Annual 2016 International Festival as outlined in the City Administrator's May 13, 2016 email (attached) without a waiver of the requested fees. Requested Action Authorization of the requested rule waivers and various in-kind donations to the SDA 2016 International Festival including a request to allow the park to remain open for an additional hour, but absent a waiver of fees. Attachments SDA Request CA Ltr of Support The Shakopee Diversity Alliance (SDA) is excited to present the Fourth Annual International Festival, Friday July Stn, 2016 at Huber Park from 4 PM —9 PM. The SDA is a 501c3 organization consisting of volunteers from our community dedicated to celebrating the ethnic diversity of our City. The volunteer sub-committee of SDA that is running the festival has been hard at work finalizing details for this year's events. In the past the SDA International Festival has been held in conjunction with Shakopee Derby Days, this year's event C will be held on its own, and will be a "stand-alone" event for the first time. The committee is asking the City of Shakopee for assistance with this event and is asking for the following assistance and waivers: Access: • The City will grant the committee full access to the park along with access to the support building to use as an event headquarters.The City will provide the chair of the festival the key to the support building by noon July Stn Police: • Shakopee PD will provide the regular patrol, (extra patrols are thought to be unnecessary) • No alcohol will be sold at this event. • Current discussions with crime prevention about a booth set-up for public I relations. • No pedestrian or traffic control is expected. Parking: • Parking behind the buildings north of First Ave/101 and West of Fillmore St. will be regulated during the festival. Event staff parking only, along with a loading zone will be allowed on the North side of the parking lot (signs, cones will be posted). Residents/business parking will be allowed on the South side of the parking lot. The committee will manage signs and notices. • Bluff Ave between Main St. and the emergency gate, will be used for over-flow parking. The City will open the emergency gate by 1 PM July 8th, and close and lock it again any time after 11 PM July Stn Public Works: • 20 extra garbage bins will be placed by the support building by 10 AM July Stn • 6 extra picnic tables will be placed in the park between the stage and support building, by 10 AM July Stn • Garbage containers will be placed in one area of the parking lot, by committee volunteers, following the event for pick-up by city. Permits and fees: • The City will waive damage deposits and usage fees for the use of Huber Park, the picnic shelter and the stage. • The City will waive any City licensing fees for food vendors and peddlers associated with this event, including display/sales vendors. • The City will waive any special permit fees. j • The City grants the committee the right to charge for "spaces" within the park. • All insurance waivers will be provided to the city by the committee as needed. r • The City will waive usage fees and charges for Park Site Host • The City will waive fee for use of PA system. • The City will waive any cleaning fees for the use of the bathrooms. Park: • No tent permits will be necessary, as no tent bigger than 10 x 10 will be used. • No staking of tents etc. will be allowed • No portable toilets will be used • No alcohol will be sold at this event • The committee will be under the control of local PD for any emergency action plan needed for weather or other emergency situation. • The committee will provide volunteers to clean the park immediately after the event Friday July 8th E • The grass area of the park will be used for vendors • The area around the picnic shelter will be used for food vendors o Food vendors will be in place by 3 PM o The City must have any obstacles or concerns properly marked. • Some electrical may be used, but it is not anticipated. • Entertainment contracts will be approved by the City Park& Rec. personnel and will include instructions for entertainers, including maps and weather contingencies. • Some entertainers may be given parking permits. • No golf carts will be used • The Park & Rec. Dept. will provide a Park Site Host for the event. • The stage will use one City PA system. j • Extra supplies for the bathroom will be provided by the City in the event of need. • The committee will keep its vendors setback 6' back from any park trails. r • The Committee requests that the Park& Rec. Dept. report damages or vandalism, above and beyond wear and tear,to the committee within two weeks of the conclusion of the event. r h I" i ss Committee responsibilities: • Provide enough volunteers to safely and effectively implement the SDA International Festival • Obtain and secure the proper gambling permits, special event food licensing, fireworks, and tent permits if needed. • Provide City with the proper insurance certificates as requested by the City Clerk no later than July 1. • The committee recognizes that if any additional clean-up is needed with the park, public works will charge the committee for additional fees. • The committee understands that vehicle traffic use on the park trails should be kept to a minimum. f is Ir 1 L I [I I I i Igg h' Bill Reynolds From: Bill Reynolds Sent: Friday, May 13,2016 3:27 PM To: Jay Whiting Cc: Jeff Tate; Bruce Loney;Jamie Polley, Lori Hensen; Brad Eller Subject: International Festival Attachments: 2015 Huber Park Shelter and Amphitheater Policy.pdf,Int fest. City request letter.docx Dear Mr.Whiting, Thank you for contacting the City of Shakopee regarding the request of the Shakopee Diversity Alliance (SDA)to use Huber Park for the Fourth Annual International Festival to be held on Friday,July 8th, 2016 at Huber Park from 4:00 to 9:00 pm. The city appreciates the mission and work of the SDA and looks forward to assisting you in your organization's i= efforts. Huber Park is a great community focal point and a perfect place to hold your celebration. The following is what the city can support in regards to your festival. It follows along the lines of your original request. i Access—The city can provide access to the park, however,the support building may not be used by the festival as a headquarters. The support building is used for storage for valuable equipment with little space available. However we would like to offer as an alternative the space in front of the garage. Access to the garage itself would not be provided. Police—Based upon the proposal,the city believes that our police officers can support this event with our on-street coverage. That position would need to be revisited should a revised estimate of the number of people attending, or if the event was to have fireworks or alcohol. Please let us know if any of those were to occur. Parking—Posting of signs for closure of parking should be placed 24 hours in advance of the event. Public Works can open the gate on July 8 and close the gate on July 9 as requested. It should be noted that the park closes at 10:00 PM by i' city ordinance. A request to have it remain open to 11:00 PM on the 8th will have to be brought to the City Council for their approval. r Public Works—All items listed will be able to be accomplished. There is some concern with having the facility clean for a wedding that is booked on July9th at 2:30 PM. It is the expectation that the park will be returned to the condition it was in prior to the festival. This should occur immediately following the event. Permits and Fees—The city would not be in favor of the waiver of any permits or fees. There is no fee for food vendors to register, but they must complete a registration with the City Clerk's office and provide a copy of their Minnesota f' Department of Health license by July 1st. In addition,staff should approve any vendor/trailer locations. A city staff member is provided as part of the Huber Park rental fee. Staffing needs above that are charged at$20.00 per hour. In addition, due to the wedding on the day following your event the city will likely need to engage in extra cleaning of the restrooms. This extra fee would not be charged to your event however. Park—No stakes of any kind are allowed in the park and no tent bigger than 10x10. Your event must convey this to your vendors. Even supplied volunteer cleaning should be thorough due to the scheduled wedding the day following your event. There are no water hookups available. All must be self-contained. Irrigation lines and some utilities are along trails and in open areas. All locations will be done in specific areas based upon your festival's logistical map. Vehicles and food trucks must remain on asphalt or concrete.The PA system is for public announcement and music playback. It is not for live sound mixing or large setups. Finally, damages are the responsibility of—and will be invoiced to—the renter. r r E c 'i Please do not hesitate to contact me if you have any questions or concerns. I have attached a copy of the Huber Park f Amphitheater and Shelter Policy for your convenience. Please ensure that your staff is very familiar with it. Sincerely, William H. Reynolds r 10111111111" l r Uh William H. Reynolds City Administrator, City of Shakopee SHAKOPEE (952) 233-9311 www.5hakopeeMN.gov C L C L' i i' i C I is I' i h 2 is i li Huber Park Amphitheater and Shelter Policy Shakopee Parks and Recreation C 711DPEE 1255 Fuller Street, Shakopee,MN 55379 Phone#(952)233-9500 Fax#(952)233-3831 Huber ParkAddress: 150 Fillmore St.N. (on the Minnesota River at Hwy. 101 Bridge) Contact:Brad Eller,Recreation Supervisor,952-233-9507,beller@,ShakopeeMN.gov Rental Process • Rentals are available from May 1-October 11.Rentals outside of this period at the City's discretion. • Rentals for the upcoming calendar year are permitted beginning the first regular business day after Jan.l of the previous year.Ongoing annual rentals and events have priority over`new rentals'. • Rental includes use of the amphitheater/stage area and open air park shelter. Fees All rentals shall include set up and take down time.Fee includes a City employed site host to he present. $115 hour w/2hr.minimum $50: Chair use(approx.65 available) $50: Sound System(mic and 2 speakers,music playback)-larger setups may require additional charge. $20/hr:Add'I staffing rate for large events FREE: Cedar stair sections for a front stage approach. Due to weight,staff may need assistance from renter. j. • Full payment and$100 refundable damage deposit due at the time of reservation. • Damage deposits will be returned after rentals:Within 21 working days(cash/check)or 7 days(credit). • If a renter or their activity causes damage,the renter will be responsible for full repair/replacement costs. • Fees for tents,tables/chairs,portable toilets,security,additional trash receptacles,special permits, additional staffing/traffic control based on the scope of the event and any other item above and beyond the general rental are the responsibility of the renter. City staff retain the right to determine. Refunds • No Refunds or rescheduling due to rain or unfavorable weather. • Flooding:Rentals can be rescheduled within one year or a full refund will be given. • Cancellations must be made 30 days prior to reservation in order to be refunded(minus$5 fee). Hours of Operation/Rental Hours • Park Hours:6:00 a.m.-10:00 p.m. Rentals must conclude by 9:30 p.m.,unless authorized bypermit. General Use • The terraced concrete seating in the amphitheater,area seats approx. 500. 2,000 if grassy areas are used. • Rentals provide`limited' exclusive use of the amphitheater and park shelter area.The remainder of the park is open for public use.Expect the general public to be walking/visiting the park during rental times. • Clean-up of the site is the responsibility of the renter. • Pets must be leashed or confined and under control. • Vehicles are not permitted off of parking lot surfaces,with the exception of offloading/loading at the stage. Vehicles should return to the parking area. Use of Amphitheater I' Use of the Amphitheater is available for ceremonies,music,theater,speeches,religious activities,or other performance art activities,with the following requirements: • Performances shall not include content that might be interpreted as: Condoning or soliciting unlawful conduct,defamatory,that are abusive,containing offensive sexual conduct,inciting violence. • Sound and light systems are monitored under the supervision of City of Shakopee staff to ensure appropriate levels/use.City noise ordinance applies. • Helium balloons,flowers,and other free standing or non-damaging decorations are permitted. No tape, adhesives,staples,or other damaging types of fasteners may be used. Staking in ground prohibited. • Dry ice,pyrotechnics or anything involving fire or open flames require a special permit. • Charging admission is prohibited,unless by special permit. Renters can`pass the hat' for donations. i G r I' Special Use Permits The following may be subject to a special use permit,other permits and insurance requirements: • Inflatable moon walks/other inflatable devices,tents/temporary shelters,community celebrations,special events,carnivals open to the public,large BBQ's,parades,runs,large live music events,dunk tanks,tents, car/cycle/etc.shows,contests/exhibitions,events that charge admission,animal/wildlife use or any other item,selling of food/bev/merchandise,possess/serve/consume keg beer,solicitation and/or promotion of products/services, • No recreational fireworks(including MN legal)in park by City ordinance.Festival fireworks require coordination with City and Fire Dept.to obtain proper permits. Alcohol E • Beer and wine is allowed by ordinance in the grandstand(performance area)or park shelter areas only. • Liquor is prohibited. • The sale of beer,wine,and/or alcohol is prohibited without special permit. r Picnics,Receptions and Tents Certain tent/shelter applications may require a special use permit and additional permits from the Shakopee Fire Dept.The following outlines the picnic,reception and tent use requirements: • Renter provided tents and canopies must be freestanding,may not exceed 144 sq.ft.and may only be used in a designated area. • Small portable tents/canopies that are freestanding and 400 sq ft.or under w/open sides or 200 sq ft.or under w/sides do not require a permit from the Shakopee Fire Dept. Tents within this size consideration can only be placed in a designated area unless a special permit is issued. Tents cannot be staked into the ground and supports are required under the feet of the tent if used on the asphalt. Larger tents will require Shakopee Fire Dept.permit. Application is available at: http://www.shakopeenm. ogy/city-govemment/departments/fire/permits-inspections • The park shelter has electric service. The site does not give a direct front view of the performance stage and requires some walking between the sites(see schematic). • Amplified music is allowed under tents/shelters,but must be maintained at volumes that do not exceed City noise ordinances. Food • Catering or self-prepared food is permitted. Electric is available,sterno type heat is permissible. • On-site grilling is permitted as part of food service at a picnic/reception.All grills must be kept on hard surfaces and must not block access on trails and walk ways. Must remain a safe distance from overhangs. • The Huber Park support building and performance stage may not be used for food service or seating. • Sale of food/beverage is allowed by special use permit only and would require a temporary food license from the State of MN. A copy of the license must be provided to the City. www.health.state.mn.us C' Insurance r; • For events or permits requiring it,insurance must meet requirements: 1 M liability,naming the`City of Shakopee' as add'l insured. i r �00"A General Business 7. B. 1. TO: Mayor and City Council FROM: Darin Nelson, Finance Director DATE: 06/07/2016 SUBJECT: 2015 Annual Financial Report, Audit Presentation and Review by Staff from Kern, DeWenter, Viere, LTD (C) iiiAction Sought The Council is asked to consider and accept the 2015 Audit and accompanying reports, as presented by the audit staff from KDV. Background Annually the City of Shakopee's finance staff and KDV audit staff undertake an extensive audit process, beginning in December and continuing into April. The audit results, Comprehensive Annual Financial Report (CAFR), and accompanying data will be presented and discussed at the June 7, 2016 meeting by Steve Wischmann, Government Audit Partner with KDV. Recommendation Staff recommends that the Council approve the 2015 Comprehensive Annual Financial Report (CAFR) as presented. Budget Impact This item has no budget impact. Relationship to Vision Maintain the City's strong financial health. Requested Action The Council is asked to accept the audit findings and approve the 2015 Comprehensive Annual Financial Report. Attachments Presentation 2015 CAFR Communication Letter Compliance Report III G 0 ren. �9I9� �Io � mm� amw m� / r r r / / I i,✓r r, o � r r / i / i u f o /Hmni ���� �%!/l� ,.,,11✓o,,,,�„ „✓,,,,.,, o//„ 11 Ji/�/ /ir Diorl%ll///l///ilii///,ii/qio�///im ,,, aC/oio,,:. ,,���/� �� ��l�i'CVl ire, ,,,,,,,;, ,,;�✓<� ,,,,, ,,,ii���, „ „iiiiir,/ioiia";;%// �,-,// / � ��,,; i `„rD,�l,��iumrv�ye��rHiHm�,n u., l� /f r✓ /� /� � �f'F� 1� � � / �� / hof � 'kr '� e m r %� ✓�6 r vy/� d ���' n i �,."� �,�, 7 �,�',, ��' � flN N;�'ro7"R`n�y„ r ✓r�' I � / � I �r, s,M'o,,''�u n �,,' r ✓ i ( 911 J, i 4!�,�i J � a / ��� � � m �'��✓ a 4r 1 ✓� r+r l� J PY7�Y� � ar SHA OP � � II �a 1 �E' II 2 II 11 I'�� ���:���i�����:.,s t II`������i�����i ��� ii� 1���➢I����.� City of Shakopee 1 129 Holmes St.S.,.Shakopee MIN 55379 1(9 a2)233 93001 WilA +r.ShakopeeMi CITY OF SHAKOPEE, MINNESOTA Scott County COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Year Ended December 31, 2015 Department of Finance Darin Nelson, Director of Finance Melissa Schlingman, Accounting Manager 129 Holmes Street South Shakopee, MN 55379 (THIS PAGE LEFT BLANK INTENTIONALLY) CITY OF SHAKOPEE TABLE OF CONTENTS SECTION I Page INTRODUCTORY SECTION Elected Officials and Administration................................................................................ 1 OrganizationChart............................................................................................................ 2 Letterof Transmittal......................................................................................................... 3 Certificate of Achievement for Excellence in Financial Reporting.................................. 9 SECTION II FINANCIAL SECTION Independent Auditor's Report........................................................................................... 11 Management's Discussion and Analysis (Unaudited)...................................................... 15 Basic Financial Statements: Government-Wide Financial Statements: Statement of Net Position..................................................................................... 28 Statement of Activities.......................................................................................... 29 Fund Financial Statements: Balance Sheet—Governmental Funds.................................................................. 30 Reconciliation of the Balance Sheet to the Statement of Net Position— Governmental Funds........................................................................................... 33 Statement of Revenues, Expenditures and Changes in Fund Balances— GovernmentalFunds........................................................................................... 34 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances to the Statement of Activities—Governmental Funds ............... 37 Statement of Revenues, Expenditures and Changes in Fund Balances— Budget and Actual— General Fund..................................................................... 39 Statement of Net Position—Proprietary Funds..................................................... 40 Statement of Revenues, Expenses and Changes in Fund Net Position— ProprietaryFunds................................................................................................ 41 Statement of Cash Flows—Proprietary Funds...................................................... 42 Combined Statement of Fiduciary Net Position................................................... 45 Statement of Net Position— Component Unit....................................................... 46 Statement of Revenues, Expenses and Changes in Fund Net Position— ComponentUnit................................................................................................. 47 Notes to the Financial Statements............................................................................... 49 Required Supplementary Information: Schedule of Funding Progress—Other Post Employment Benefits ........................... 94 Schedule of City's Proportionate Share of Net Pension Liability GERF RetirementFund................................................................................................. 95 Schedule of City's Proportionate Share of Net Pension Liability PEPFF RetirementFund................................................................................................. 96 Schedule of Component Units'Proportionate Share of Net Pension Liability GERF Retirement Fund..................................................................................... 97 Schedule of City Contributions GERF Retirement Fund .......................................... 98 Schedule of City Contributions PEPFF Retirement Fund ......................................... 99 Schedule of Component Unit Contributions GERF Retirement Fund ....................... 100 Schedule of Changes in the Net Pension Liability and Related Ratios— Fire Relief Association ...................................................................................... 101 CITY OF SHAKOPEE TABLE OF CONTENTS SECTION II(Continued) FINANCIAL SECTION Required Supplementary Information: (Continued) Schedule of City Contributions and Non Employer Contributing Entities— Fire Relief Association ...................................................................................... 102 Supplementary Information: Schedule of Revenues, Expenditures and Changes in Fund Balance— Budget and Actual—General Fund........................................................................... 104 Combining and Individual Fund Financial Statements and Schedules: Combining Balance Sheet—Nonmajor Governmental Funds.............................. 106 Combining Statement of Revenues, Expenditures and Changes in Fund Balances—Nonmajor Governmental Funds....................................................... 112 Combining Statement of Fund Net Position—Internal Service Funds................. 118 Combining Statement of Revenues, Expenses and Changes in Fund Net Position—Internal Service Funds....................................................................... 119 Combining Statement of Cash Flows—Internal Service Funds........................... 120 Combined Statement of Fiduciary Net Position................................................... 121 Statement of Changes in Assets and Liabilities—Agency Fund........................... 122 SECTION III STATISTICAL SECTION Net Position by Component.............................................................................................. 1 128 Changesin Net Position.................................................................................................... 2 130 Fund Balances—Governmental Funds............................................................................. 3 132 Changes in Fund Balances—Governmental Funds .......................................................... 4 134 Tax Capacity and Estimated Actual Value of Taxable Property...................................... 5 136 Direct and Overlapping Property Tax Rates..................................................................... 6 137 PrincipalTaxpayers .......................................................................................................... 7 138 Property Tax Levies and Collections................................................................................ 8 139 Ratio of Outstanding Debt by Type.................................................................................. 9 140 Ratio of General Bonded Outstanding.............................................................................. 10 141 Direct and Overlapping Governmental Activities Debt.................................................... 11 143 Legal Debt Margin Information........................................................................................ 12 144 Pledged Revenue Coverage .............................................................................................. 13 146 Demographic and Economic Statistics ............................................................................. 14 147 PrincipalEmployers.......................................................................................................... 15 149 Full-Time Equivalent City Government Employees by Function/Program..................... 16 150 Operating Indicators by Function/Program ...................................................................... 17 152 Capital Asset Statistics by Function/Program................................................................... 18 154 CITY OF SHAKOPEE ELECTED OFFICIALS AND ADMINISTRATION DECEMBER 31, 2015 Elected Officials Position Term Expires Brad Tabke Mayor December 31, 2015 Matthew Lehman Council Member December 31, 2015 Jay Whiting Council Member December 31, 2015 Michael Luce Council Member December 31, 2017 Kathleen Mocol Council Member December 31, 2017 Administration Bill Reynolds City Administrator TBD* Assistant City Administrator Darin Nelson Finance Director TBD* HR Manager Andy Hutson IT Director Lori Hensen City Clerk TBD* Director of Planning&Development Dave Kriesel Building Official TBD* Planning Manager Jeff Tate Police Chief Rick Coleman Fire Chief Bruce Loney Public Works Director/Engineer Jamie Polley Park and Recreation Director Vacant Position as of 12/31/15 1 CITY OF SHAKOPEE ORGANIZATION CHART DECEMBER 31, 2015 Electorate City Council Planning Commission&Board of Park and Recreation Advisory Adjustment&Appeals Board Shakopee Public Utilities Police Civil Service Commission Commission �d Environmental Advisory Economic Development Advisory Committee Committee City Administrator Police Fire Finance Department of Engineering& Department of Parks& Department Department Department Administration Public Works Planning& Recreation Department Development Department HR Division Planning Division 41T Division Building City Clerk Inspection Division Facility Maintenance Division Economic Development Transit 2 111bNt!L;9 SHA .- E. May 23, 2016 To the Honorable Mayor, Members of the City Council, and Citizens of the City of Shakopee: The Comprehensive Annual Financial Report for the City of Shakopee, Minnesota, for the fiscal year ended December 31, 2015, is submitted herewith: Management assumes full responsibility for the completeness and reliability of the information contained in this report,based upon a comprehensive framework of internal control that it has established for this purpose. The costs of internal control should not exceed anticipated benefits and therefore the object is to provide reasonable rather than absolute assurance that the financial statements are free from material misstatement. The City of Shakopee's financial statements have been audited by BerganKDV, Ltd., a firm of licensed certified public accountants. The goal of the independent audit was to provide reasonable assurance that the financial statements of the City for the year ended December 31, 2015, are fairly presented in conformity with GAAP (generally accepted accounting principles). Based on the audit, the independent auditor concluded that there was reasonable basis for rendering an unmodified ("clean") opinion on the City's financial statements for the year ended December 31, 2015. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used; significant estimates made by management; as well as evaluation of the overall financial statement presentation. The independent auditor's report is presented as the first component of the financial section of this report. Management Discussion and Analysis (MD&A) immediately follows the independent auditor's report and provides a narrative introduction, overview, and analysis to accompany the basic financial statements. This letter of transmittal is designed to complement the MD&A and should be read in conjunction with it. Profile of the City The City of Shakopee was incorporated for the second time in 1870 and is located approximately 25 miles southwest of Minneapolis. Bound by the Minnesota River on the north, Shakopee is in the northern part of Scott County and is the county seat. In recent years, the City has been one of the most rapidly growing communities in the state. The 2000 population of the City was 20,568 and the land area covered is approximately 30 square miles. The 2010 census confirmed that the population had increased to 37,076 and has been continuing to experience growth into the current year, with an estimated population of 39,523, in 2015. The City comprises a unique blend of residential, commercial and industrial properties,which provides a wide range of opportunities that are the result of the strong economic health of the community and region. More than 60% of the community is developed, with approximately 30%of the developed land as residential. However, about 25% of the COMMUNITY PRIDE, SINCE 1857 n291E Holmes&I'M SOUth-Shakopee,Minff wets W 55379 1351 W 952 2_r:£-x)'00-FAX 952 233 39W -www,ShakoCreeMl' ,gov 3 undeveloped land is owned or controlled by the Shakopee Mdewakanton Sioux Community(SMSC), a federally recognized Native American Tribe. The City levies a property tax on both real and personal property located within its boundaries. The City may also by state statute, extend its corporate limits by annexation, which historically has occurred periodically. Shakopee is organized in Minnesota under Plan A, which includes a City Administrator, but the City Council retains primary decision making authority such as policy setting, adopting ordinances and budget and staffing. The City Council has four members who serve staggered terms of four years plus the Mayor who serves a two-year term. All council positions are non-partisan,part-time and members are elected at large. The City provides typical municipal services such as police and fire protection, street and infrastructure construction, public works maintenance,parks, recreation,planning and zoning. Also provided are utilities such as sewer and storm drainage utilities, organized refuse collection, and recycling. In 2015, the City merged its local transit services with a larger regional transit provider, Minnesota Valley Transit Authority (MVTA) to provide enhanced commuter service to the Minneapolis-St.Paul area. Electric and water utilities are operated by Shakopee Public Utilities Commission which is appointed by the City Council but operates independently of the City of Shakopee. Economic development and redevelopment are controlled by the Shakopee Economic Development Authority (the Authority). The Authority is comprised of the Mayor and City Council members and is included as an integral part of the City's report. The economic development activities of both staff and Council continue to increase from past years, as the strong economic climate in the region has provided the City with the benefit of planned commercial and industrial growth as well as expansion of several existing businesses and commercial sites. 2016 activity has already confirmed that the continuation of the growth trend will carry into the current year as the valuation of building permits for the first quarter of 2016 was $36 million compared to $9 million for the same timeframe in 2015. The annual budget is the basis for the City's financial planning and control. The budget is prepared by Fund(e.g., General), function(e.g., Public Works) and division(e.g., Engineering). Budget requests are submitted in July by Department Heads. The City Administrator reviews the submittals with the Finance Director and Department Heads,to determine the prioritization of specific budget requests. Informational budget summaries are presented to the City Council during work sessions and allow for open community presentation and discussion. The City Council is presented with a proposed budget and tax levy in August of each year. This information succinctly details changes in the upcoming year budget, such as changes in personnel and position structure, funding requests that are unique to the specific budget year, and the basis for the request, such as development of a new program or project, to a Council approved initiative, as well as requests for transfers and internal funding needs, such as internal service fund reviews. City Council is required to adopt a maximum tax levy by September 30. The final tax levy and budget are adopted in December after a public meeting, which provides the City Council and community impact information relating to both the budget decisions and property tax levies. Final levy information is submitted to the County, for inclusion in the development of the upcoming year property tax statements. Budgeting control is provided by an annual budget resolution passed by City Council. Formal control is at the division 4 level and Council action is necessary to change budgeted amounts between divisions and/or funds. The Finance Director or City Administrator may make changes within divisions. Along with the operating budget,the city annually prepares a five-year capital improvement plan (CIP) that is the basis for the long term goal of providing and maintaining a functional public facility program, that provides the residents and businesses with infrastructure necessary for the on-going growth and development. The capital plans have historically provided details on the infrastructure projects that are funded through property tax levy, special assessments,utility funds and other intergovernmental revenue sources. These projects are primarily allowing for the upgrades, expansion and coordination of transportation based needs, as well as trails, signals and other infrastructure improvements. The City Council also reviews and discusses the Park planned improvements that are funded through the Park Reserve fund,which provides for the use of park and community facilities that have historically been funded through the collection of Park Dedication fees. The capital plans are reviewed with the Council and City staff, and the funding sources and priorities developed for the annual and future budget practices. A five-year major equipment list is also annually prepared and presented to Council. The funding for this program is through the Internal Service fund rate charges,which are determined by departmental use, replacement plans and determination of the remaining life. Internal Service funds are utilized for the definition and application of other charges, including governmental buildings,park assets facilities, and information technology. These charges are integrated into the individual budgets of the General fund and departments that are benefitted by the activities of the programs. The Internal Service funds continue to be reviewed and updated as the community needs and council directives are considered during each budget cycle. Local Economy Shakopee is the county seat of Scott County, and it abuts the largest county in the region, Hennepin County. Shakopee continues to benefit from its strategic location within the metropolitan region, as well as its direct access to TH 169, which connects the city to other major regional roadways, the MSP International Airport, and major employment centers. The City is also at the heart of regional attractions which includes Valleyfair, Canterbury Park horse racing track, Mystic Lake and Little Six casinos, and the Minnesota Renaissance Festival. These and other factors have propelled the City through a period of strong and consistent growth that is likely to continue for years to come. In 2015 and 2016, permits were issued for the construction of the following: • Rahr Malting Company expansion including the addition of 112,000 square foot manufacturing, assembly, and processing plant, a 90,000 square foot warehouse, a 14,500 square foot maintenance warehouse, and an 18,400 square foot research laboratory • Amazon.com, Inc. constructed a new 820,000 square foot order fulfillment warehouse facility with a targeted open date of August 2016. The interior of this space includes three mezzanines which brings the total square footage to just over 2 million. This facility is expected to bring 1,000 new jobs to the City 5 • Amazon.com, Inc. remodeled an existing building and opened a sortation center that employs 150 new FTE's. • Construction of a 55 unit senior assisted living facility near the downtown area • Duke Reality, Inc. constructed a 242,000 square foot light industrial building that will be occupied by Milestone AV. • 800,000 sq. ft. of vacant space in a previous Kmart distribution center is now occupied by Polaris Industries. • Amerisource Bergen is constructing a 200,000 sq. ft. Pharmaceutical Distribution Facility. • Warner Stellian constructed a new three tenant building. They are occupy 1/3 of the space and have the additional 2/3 available for lease. • St. Francis Regional Medical Center is constructing a new 15,500 sq. ft. addition. Local tax incentives were provided for both the Rahr Malting Company and the Amazon.com, Inc. projects. Tax incentives for the Amazon project are directed towards City and County public infrastructure and street improvements. Rahr Malting Company tax incentives are being directed back towards the expansion project. Both TIF projects will expire in nine years. In addition to the 55 unit senior assisted living facility mentioned above, the City continues to issue residential permits in the Dakota Highlands first and second editions. Major Initiatives The recent commercial, industrial and residential growth has required the City to maintain a commitment to the infrastructure plans, and integration with other local and regional projects. The City Council committed funding in 2013 for a dedicated transfer of the property tax levy to fund a portion of the planned capital improvements. The initial $500,000 commitment allows for street reconstruction and overlays, and miscellaneous other construction projects. The 2014 and 2015 budgets provided $750,000 and$1,000,000 respectively for continued and expanded capital improvement funding. The 2016 budget continues with the commitment, dedicating $1 million towards capital improvement funding. This will provide for a consistent funding source needed to address recently deferred infrastructure programs. The City also continues to work with Scott County, the State of Minnesota(MnDOT), as well as private developers,to allow for a strong coordination of project planning and benefits to the region's transportation system and business climate. Supporting retail opportunities, such as restaurants and small retail sites, are investigating Shakopee as a result of the impending increased employee counts from the planned commercial ventures that are scheduled to build in the community. Scott County has historically dealt with a daily out-migration of workers who work in neighboring counties. This issue is being addressed by decision makers, who want to utilize the skilled and educated work force as an attraction to businesses. The commercial and industrial growth that the City has recently and will continue to experience will eliminate some of the loss of daily work force from the area. By seeking a solution to both transportation and employment issues, the residents of the Shakopee area will be able to benefit by living and working close to home. 6 The City's community center and ice rink renovation broke ground April 1, 2016. This $30.4 million project includes the construction of a new two-sheet arena, addition of an aquatic facility, and the expansion of fitness, senior lounge, indoor playground, and child care areas. This project is being funded through the issuance of tax abatement bonds. Long-Term Financial Planning Historically, the City has issued only limited debt, in the form of bonds and internal funding for the planned infrastructure projects, expansion specific to streets, underground utilities, trails and sidewalk expansion. A portion of the long term debt is funded by special assessments against benefited properties. The City applies special assessments against benefitted properties at a rate of 30% of the assessable project costs. This limited amount of special assessment revenue does require the City to clearly define the other recognized components of the payment of project costs. The City does not assess for overlays, which then requires funding from the tax levy or other regional revenues sources. The City Council has recently allowed for the use of inter-fund transfers, use of existing fund balance position, as well as review of charges and fees that may be applicable to the projects, and currently not tapped for future funding sources. City equipment needs are currently identified and funded in a manner that will not place an undue burden or single year expense fluctuation on the taxpayers. The planned equipment replacement program clearly identifies the equipment needs for current projects as well as future use. This is based on known and anticipated programs and mandates, such as environmental program adjustments and possible community expansion and growth. The capital and equipment needs of the City require constant appraisal for replacement cost, life span and the assurance that the insurance coverage is providing for the most comprehensive,yet affordable, coverage. This has become a high priority of the departments to make certain that the assets of the City are adequately covered. Relevant Financial Policies The City's target General Fund balance is to maintain an unassigned level between 40% and 45% of current year expenditures. This level is to provide working capital for cash flow, expected declines in revenues, and for unforeseen expenditures such as natural disasters, or for unforeseen but urgent requests. Replenishing the fund balance when it falls below the target level shall be accomplished by inter-fund transfers, or adjusting of expenditures or revenues, over a period not to exceed three years. The City historically receives no local government aid (LGA). Annual legislative actions may impact the financial position of those cities that are currently reliant on these and other revenue sources, which leaves them vulnerable to the economies of the State as a whole. As of this writing, it was not anticipated that actions by the Minnesota Legislature would negatively impact the City and its operations and planning. The standard budget process, which provides for the presentation and approval of the property tax levies for the General fund(including Economic Development), debt service and referendum debt, will be consistent with prior year actions. The accounting, auditing and financial reporting policies are designed to maintain a system of financial monitoring, control and reporting for all operations and funds in order to provide effective 7 means of ensuring that overall City goals and objectives will be met and to assure the City's residents and investors that the City is well managed and fiscally sound. The investment policy provides for conservative investing,preserving capital and maintaining adequate liquidity for forecasted cash needs. A third party investment manager handles the majority of the portfolio and all investments are held in a trust account. The debt policy ensures that the City's debt; 1) does not weaken the City's financial structure; and 2) provide limits on debt to avoid problems in servicing debt. This policy is critical for maintaining the best possible credit rating. Capital policies include having expenditures forecasted ahead for five to ten years and are updated annually. Internal Service Funds for major equipment,major buildings and facilities,park asset replacement and information technology costs stabilize the annual impact of those items to the General fund. Awards and Acknowledgements The Government Finance Officers Association of the United States and Canada(GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Shakopee for its Comprehensive Annual Financial Report (CAFR) for the fiscal year ended December 31, 2014. This was the 30th consecutive year that the City has received this award. In order to be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized CAFR. This report satisfied both GAAP and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe our current CAFR continues to meet the Certificate of Achievement Program's requirements and we are submitting it to the GFOA to determine its eligibility for another certificate. The preparation of this report would not have been possible without the efficient and dedicated services of the Finance Department, Accounting Manager Melissa Schlingman, and the entire city staff. We express appreciation to those staff members who assisted and contributed to the preparation of this report. Credit also must be given to the Mayor and Councilors for their support for maintaining the highest standards of professionalism in the management of the City of Shakopee's finances. Respectfully submitted, William H. Reynolds Darin Nelson City Administrator Finance Director 8 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Shakopee Minnesota For its Comprehensive Annual Financial Report for the Fiscal Year Ended December 31, 2014 Executive Director/CEO 9 (THIS PAGE LEFT BLANK INTENTIONALLY) 10 berganKDV BerganKDV,Ltd. Independent Auditor's Report Cedar Fails 602 Main Strout Honorable Mayor and Members Pulte log Y P.O.Bax 489 of the City Council Cedar Falls,IA 50613-0026 City of Shakopee T 313268.1.715 Shakopee, Minnesota F 319.268.1'2° Cedar Rapids 2720 1st Avenue NE Suite 300 Report on the Financial Statements P.U.Bax 10200 Cedar Rapids,IA We have audited the accompanying financial statements of the governmental activities, the 52402-0200 T 319.294.8000 business-type activities, the aggregate discretely presented component units, each major F 319.294.9003 fund and the aggregate remaining fund information of the City of Shakopee, Minnesota, as Coralville of and for the year ended December 31, 2015, and the related notes to financial statements, 2530 Corridor Way Sufte.301 which collectively comprise the City's basic financial statements as listed in the Table of P.Q.Bax 52.67 Contents. 5224 il0,IA 5224.1-0267 T 319.248.0367 Management's Responsibility for the Financial Statements F 319.248.0.582 Management is responsible for the preparation and fair presentation of these financial DesMoinesg p p 1� 1� 9207 Northpark Drive statements in accordance with accounting principles generally accepted in the United States Johnston,IA 601.31-2933 of America; this includes the design, implementation, and maintenance of internal control T 515.727.5-700 relevant to the preparation and fair presentation of financial statements that are free from F 51.5,727,5800 material misstatement, whether due to fraud or error. Minneapolis 3800 American Blvd W Suite 1000 Bloomington,MN Auditor's Responsibility 55431-4420 Our responsibility is to express opinions on these financial statements based on our audit. F 9520563.6801 We conducted our audit in accordance with auditing standards generally accepted in the St.Cloud United States of America and the standards applicable to financial audits contained in 220 Park Avenue s P.OGovernment Auditing Standards, issued b the Comptroller General of the United States. St. Bax 1304 Auditing Y p _,t Gaud,MN Those standards require that we plan and perform the audit to obtain reasonable assurance 56320 3n3 q p p T 320.251.7010 about whether the financial statements are free from material misstatement. F 310.251.1784 Waterloo An audit involves performing procedures to obtain audit evidence about the amounts and 1i.0East Park Avenue Suite 300 disclosures in the financial statements. The procedures selected depend on the auditor's P.O.Bax 2100 Waterloo,IA judgment, including the assessment of the risks of material misstatement of the financial 50704.2100 885 statements whether due to fraud or error. In making those risk assessments the auditor T 3192314,6 > F .319.,234,6226787 considers internal control relevant to the City's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the bergankciv.corn circumstances,but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 11 [a ,,V berganKDV Auditor's Responsibility (Continued) We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund and the aggregate remaining fund information of the City of Shakopee, Minnesota, as of December 31, 2015, and the respective changes in financial position and, where applicable, cash flows thereof and the budgetary comparison for the General Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Implementation of GASB 68 and GASB 71 As discussed in Note 20 to the financial statements, the City has adopted the provisions of the Governmental Accounting Standards Board (GASB) Statement No. 68,Accounting and Financial Reporting for Pensions and GASB Statement No. 71,Pension Transition for Contributions Made Subsequent to the Measurement Date. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis, which follows this letter, and Required Supplementary Information, as listed in the Table of Contents,be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by GASB who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Shakopee's basic financial statements. The introductory section, supplementary information and statistical section, are presented for purposes of additional analysis, and are not a required part of the basic financial statements. 12 [do ,,V berganKDV Other Matters (Continued) Other Information (Continued) The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated May 23, 2016, on our consideration of the City of Shakopee's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City of Shakopee's internal control over financial reporting and compliance. VhV1 St. Cloud, Minnesota May 23, 2016 13 (THIS PAGE LEFT BLANK INTENTIONALLY) 14 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 As management of the City of Shakopee (the "City"), we offer readers of the City's financial statements this narrative overview and analysis of the financial activities of the City for the year ended December 31, 2015. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our Letter of Transmittal, which can be found on pages 3 to 8 of this report. Financial Highlights • The assets of the City exceeded its liabilities at the close of the most recent year by $ 247.3 million (net position). Of this amount, $ 49.9 million (unrestricted net position) may be used to meet the City's ongoing obligations to citizens and creditors. • The City's total net position decreased$ 9,417,587. GASB 68 was implemented in 2015 to record the City's pension liability. This resulted in decrease in overall net positon of$ 7.5 million as a change in accounting principle to record the initial year of liability. The current year net position before the change in account principal decreased $ 1,866,170. • As of the close of the current year, the City's governmental funds reported combined ending fund balances of$ 21,501,392, decreasing from the prior year. Approximately 37.7% of this total amount, $ 8.1 million is available for spending at the City's discretion (unassigned fund balance). • At the end of the current year, unassigned fund balance for the General Fund was $ 9.8 million, or 46.7 %, of total General Fund 2015 expenditures and 45% of the 2016 budgeted expenditures. • The City's total bonded debt decreased $ 5,615,000. Overview of the Financial Statements This discussion and analysis are intended to serve as an introduction to the City's basic financial statements. The City's basic financial statements comprise three components: 1) government-wide financial statements, 2) fund financial statements, and 3)Notes to the Financial Statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-Wide Financial Statements The government-wide financial statements are designed to provide readers with a broad overview of the City's finances, in a manner similar to private-sector business. The Statement of Net Position presents information on all of the City's assets and deferred outflows of resources and liabilities and deferred inflows of resources, with the difference between them reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. The Statement of Activities presents information showing how the City's net position changed during the most recent year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused employee leaves). Both of the government-wide financial statements distinguish functions of the City that are principally supported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business- 15 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 type activities). The governmental activities of the City include general government, public safety, highways and streets, economic development and recreation. The business-type activities of the City include sewer, storm drainage utilities and refuse. The government-wide financial statements include not only the City itself(known as the primary government), but also two legally separate entities for which the City is financially accountable. The component units are Shakopee Public Utilities Commission (SPDC) and the Economic Development Authority (EDA). SPUC's financial information is reported separately from the financial information presented for the primary government as a discretely presented component unit. The EDA, which functions like a department of the City although it is a legally separate entity, is presented within the City's government-wide financial statements. The City Council is the EDA Board. The government-wide financial statements can be found on pages 28 and 29 of this report. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The City, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the City can be divided into three categories: governmental funds,proprietary funds and fiduciary funds. Government Funds Government funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the year. Such information may be useful in evaluating a City's near-term financing's requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the City's near-term financing decisions. The governmental funds Balance Sheet and the governmental funds Statement of Revenues, Expenditures and Changes in Fund Balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The City maintains 31 individual governmental funds. Information is presented separately in the governmental funds Balance Sheet and in the governmental funds Statement of Revenues, Expenditures and Changes in Fund Balances for the General Fund, Economic Development Authority Special Revenue Fund, 2004D Building Bonds and 2012A Refunding Bonds Debt Service Funds and the Capital Improvements and Community Center and Ice Arena Capital Project Funds. Those are considered to be major funds. Data from the other governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these non-major governmental funds is provided in the form of combining statements elsewhere in this report. The City adopts an annual appropriated budget for its General Fund. A budgetary comparison statement has been prepared for the fund to demonstrate compliance with the budget. 16 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 The basic governmental funds financial statements can be found on pages 30 to 39 of this report. Proprietary Funds The City maintains three different types of proprietary funds. Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements. The City uses enterprise funds to account for its sewer, storm drainage and refuse operations. Internal service funds are an accounting device used to accumulate and allocate costs internally among the City's various functions. The City uses internal service funds to account for its fleet of vehicles and mobile equipment, its major buildings, the replacement of park assets, information technology items and for employee compensated absences. All of these services predominantly benefit governmental rather than business-type functions. Proprietary funds provide the same type of information as the government-wide financial statements. The proprietary fund financial statements provide separate information for the sewer, storm drainage and refuse operations, all of which are considered to be major funds of the City. Conversely, all internal service funds are combined into a single, aggregated presentation in the proprietary fund financial statements. Individual fund data for the internal service funds is provided in the form of combining statements elsewhere in this report. The basic proprietary fund financial statements can be found on pages 40 to 43 of this report. Component Units Component units are legally separate organizations for which the City is financially accountable. The government-wide financial statements present information for the component units in a single column on the Statement of Net Position. Also, some information on the Statement of Changes in Net Position is aggregated for component units. The component units' Statements of Net Position and Statement of Changes in Net Position provide detail for each major component unit. Fiduciary Funds Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statement because the resources of those funds are not available to support the City's own programs. The basic fiduciary fund financial statements can be found on page 45 of this report. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The Notes to the Financial Statements can be found on pages 49 to 92 of this report. Other Information In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the City's progress in funding its obligation to provide pension benefits to its employees. 17 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 The combining statements referred to earlier in connection with non-major governmental funds, internal service funds and fiduciary funds are presented immediately following the required supplementary information on pensions. Combining and individual fund statements and schedules can be found on pages 106 to 123 of this report. GOVERNMENT-WIDE FINANCIAL ANALYSIS As noted earlier, net position may serve over time as a useful indicator of a City's financial position. For the City, assets exceeded liabilities by $ 247.3 million at the close of the most recent year. By far the largest portion of the City's net position (76.8 %)reflects its investment in capital assets (e.g., land, buildings and equipment); less any related debt used to acquire those assets that is still outstanding. The City used these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. Net Position (Expressed in Thousands) Governmental Activities Business-Type Activities Total 2015 2014 2015 2014 2015 2014 Current and Other Assets $ 46,317 $ 52,636 $ 27,526 $ 29,190 $ 73,843 $ 81,826 Capital Assets 129,046 128,231 68,986 67,831 198,032 196,062 Total Assets $ 175,363 $ 180,867 $ 96,512 $ 97,021 $ 271,875 $ 277,888 Deferred Outflows of Resources $ 2,352 $ - $ 44 $ - $ 2,396 $ - Long-Term Liabilities Outstanding $ 18,776 $ 10,370 $ 419 $ 88 $ 19,195 $ 10,458 Other Liabilities 5,224 10,111 1,132 616 6,356 10,727 Total Liabilities $ 24,000 $ 20,481 $ 1,551 $ 704 $ 25,551 $ 21,185 Deferred lnffows of Resources $ 1,398 $ - $ 37 $ - $ 1,435 $ - NET POSITION: Net Investment in Capital Assets $ 120,831 $ 117,981 $ 68,986 $ 67,831 $ 189,817 $ 185,812 Restricted 7,547 7,103 - - 7,547 7,103 Unrestricted 23,939 35,302 25,982 28,486 49,921 63,788 Total Net Position $ 152,317 $ 160,386 $ 94,968 $ 96,317 $ 247,285 $ 256,703 An additional portion of the City's net position (3.0%)represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net position ($ 49.9 million) may be used to meet the City's ongoing obligations to citizens and creditors. At the end of the current year, the City was able to report positive balances in all three categories of net position, both for the government as a whole, as well as for its separate governmental and business-type activities. The same situation held true for the prior year. 1g CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 During the current year, the City's net position decreased$ 1.8 million along with a decrease of$ 7.5 million related to pension liability. Governmental activities decreased as a result of the City consolidating public transit services and transferring the remaining fund balance to Minnesota Valley Transit Authority (MVTA). Additionally, the City purchased new election equipment during 2015. The business-type activities decreased as a result of declining usage reported by Shakopee Public Utilities Association related to sewer. Expenses remained consistent with the prior year. This resulted in revenues under expenditures in business type activities resulting in an overall decrease in net position. Changes in Net Position (Expressed in Thousands) Governmental Acvtivities Business-Type Activities Total 2015 2014 2015 2014 2015 2014 REVENUES: Program Revenues: Charges for Services $ 7,920 $ 7,574 $ 4,699 $ 4,200 $ 12,619 $ 11,774 Operating Grants and Contributions 2,510 2,880 - - 2,510 2,880 Capital Grants and Contributions 1,735 6,669 66 497 1,801 7,166 General Revenues: Property Taxes 16,807 16,447 - - 16,807 16,447 Other Taxes 407 216 - - 407 216 Other 540 780 367 538 907 1,318 Total Revenues 29,919 34,566 5,132 5,235 35,051 39,801 EXPENSES: General Government 4,238 5,514 - - 4,238 5,514 Public Safety 10,582 10,544 - - 10,582 10,544 Public Works 8,552 10,667 - - 8,552 10,667 Culture and Recreation 4,355 4,251 - - 4,355 4,251 Economic Development 2,604 1,594 - - 2,604 1,594 Interest on Long-Term Debt 275 454 - - 275 454 Sewer - - 3,824 3,778 3,824 3,778 Storm - - 1,726 1,924 1,726 1,924 Refuse - - 128 - 128 - Total Expenses 30,606 33,024 5,678 5,702 36,284 38,726 Increase(Decrease in Net Position before Transfers (687) 1,542 (546) (467) (1,233) 1,075 Transfers 496 (419) (496) 419 - - Special Items (634) - - - (634) - Change in Net Position (825) 1,123 (1,042) (48) (1,867) 1,075 NET POSTION: January 1 160,386 159,263 96,317 96,365 256,703 255,628 Change in Accounting Principle: (7,244) - (307) - (7,551) - January 1 As Restated* 153,142 159,263 96,010 96,365 249,152 255,628 December 31 $ 152,317 $ 160,386 $ 94,968 $ 96,317 $ 247,285 $ 2.56,703 *GASB Statement No. 68 was implemented for the year ended December 31, 2015 and required a $ 7,244,500 and$ 306,917 restatement of beginning net position for governmental activities and business type activities, respectively. Prior year amounts were not restated causing variance in ending net position at December 31, 2014 and beginning net position on December 31, 2015. See Note 20. 19 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 Governmental Activities Governmental activities decreased the City's net position before change in accounting principal by $ 824,085. The major decrease was related to transit services being consolidated within MVTA resulting in a transfer of$ 634,070 to MVTA to begin operations. Additionally the city purchased $114,800 in election equipment during 2015. Expenses and Program Revenues— Governmental Activities $12,000,000 $10,000,000 $8,000,000 I: b $6,000,000 Program Revenues Expenses $4,000,000 $2,000,000 El $- 7� x ° E � r a = rIn 2 U y U 1' o Q Q � a, U F- 4 Y 4 Hti Revenues by Source—Governmental Activities Other Revenues Operating Grants Charges for 2% and Services Contributions 27% 8% IN Capital Grants d' and Contributions Other Taxes ����� 6% l II� Mli�i�W� IIP" A I Property Taxes 56% 20 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 Business-Type Activities Business-type activities decreased the City's net position by $ 1,042,085. The City had an increase in trunk charges due to development. Revenues and expenditures were consistent between the current and prior year however overall expenditures exceeded revenues as the revenue collected for sewer services does not cover the payments made to suppliers. Additionally, Business Type activities transferred $496,484 to the governmental funds for operational expenses. The sewer and storm water activities will continue to experience a higher degree of expense, as the deferral of maintenance and increasing mandates will continue to put pressure on the funds, to meet the demands of on-going and future development needs. Expenses and Program Revenues—Business-Type Activities $4,000,000 $3,500,000 $3,000,000 $2,500,000 Program $2,000,000 Revenues $1,500,000 INExpenses $1,000,000 $500,000 Sewer SWIM Refuse Revenues by Source—Business-Type Activities Capital Grants and Contributions 1% Investment��"-'�••� ��.....,_„ Earnings I 7% Charges for w Services „R 92% FINANCIAL ANALYSIS OF THE CITY'S FUNDS As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. 21 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 Governmental Funds The focus of the City's governmental funds is to provide information on near-term inflows, outflows and balances of spendable resources. Such information is useful in assessing the City's financing requirements. In particular, assigned and unassigned fund balance may serve as a useful measure of a City's net resources available for spending at the end of the year. As of the end of the current year, the City's governmental funds reported combined ending fund balances of$ 21,501,392, a decrease of$ 4,385,581 in comparison with the prior year. Approximately 37.7%, ($ 8,103,435), of the total amount constitutes unassigned fund balance, which is available for spending at the City's discretion. Approximately 36.0%, ($ 7,744,416), of the total amount constitutes assigned fund balance, which is assigned for designated purposes. The remainder of fund balance, ($ 5,653,541), is not available for new spending because it has already been restricted or is non-spendable. The General Fund is the chief operating fund of the City. At the end of the current year, fund balance of the General Fund was $ 9,840,110. As a measure of the General Fund's liquidity, it may be useful to compare fund balance (unassigned) to total fund expenditures. Fund balance represents 46.7% of total General Fund expenditures. Fund balance of the City's General Fund increased by $ 2,064 during the current year. Key factors in this increase consist of the following: • Before transfers, the fund balance of the General Fund showed a$ 3,267,530 increase. After the net transfer out of$ 3,265,466, fund balance increased $ 2,064. Transfers provided the necessary funding for several significant capital infrastructure programs and projects,payment of some debt service funds as well as funding for the growing Information Technology needs of the City • Overall revenues increased approximately $ 537,000 as a result of increased property taxes. Additional licenses and permits increased due to increased growth and development during the year. Intergovernmental revenue increased due to an increase in state aid maintenance money. Charges for services increased due to additional contracted services being performed in 2015. Fine and forfeitures decreased due to the Scott Joint Prosecution Association(SJPA) ceasing operations during 2014. All court fines are turned over to Scott County as part of the agreement. • Overall expenditures increased approximately $ 557,000 due to cost of living increases and new positions added in 2015. Additionally as part of City restructuring an early buy-out incentive was offered in 2015 to one employee. This resulted in a payout of severance for a long term employees. Additionally new election equipment was purchased for$114,800 during 2015. Fund balance of the Economic Development Authority fund increased $ 313,341. This was a result of transfers of$ 1,450,385 from the general fund for operations, improvement loans and downtown redevelopment and sewer fund for SAC business subsidy payments to nine companies. The EDA fund balance increase was due to not completing downtown redevelopment projects. Fund balance of the 2004D Building Bonds fund decreased $ 4,110,786 as this bond reached the crossover date on refunding and the final bond payment was made. The remaining balance was transferred to close the fund to the 2012A Refunding Bonds fund. 22 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 Fund balance of the 2012A Refunding Bond increased $ 658,179. The major reason for the increase was due to a transfer from the 2004D Building Bonds fund when the fund was closed. Additionally fund balance increased due to a prior period adjustment with the Capital Improvement fund relating to assessment revenues, see note 21. Fund balance of the Capital Improvements fund increased $ 671,098. The increase was attributed to transfers to reimbursement payments related to completed street projects. The City paid for the following projects in 2015 from this fund: • Street Reconstruction Projects • Bituminous Overlay Offsetting the increase was a fund balance decreased related to a prior period adjustment with the 2012A Refunding Bond fund relating to assessment revenues, see note 21. Fund balance of the Community Center and Ice Arena fund decreased $ 1,676,076 as this project began in 2015 with design and bid work being completed in 2015 and construction beginning in 2016. Fund balance of the Non-major Governmental Funds decreased $ 243,401. Major changes are as follows: • Debt service fund decreased $ 686,404 due to regular bond payments offset by tax levies and assessment revenue related to the bonds. • Transit decreased approximately $ 635,247. Services were transferred to Metro Valley Transit Authority (MVTA) in 2015. • Park Reserve decreased approximately $ 247,000. Southbridge Community Park, Quarry Lake Park and Tahpah Park field work and lighting are projects that took place during the year. • Tree Replacement increased approximately $ 113,000 as a result of fines paid for unplanted trees. • City Hall increased approximately $ 1.1 million as a result of transfers from the general fund and 2004C bond fund when it closed to help pay for the construction of a new city hall. Proprietary funds The City's proprietary funds provide the same type of information found in the government-wide financial statements,but in more detail. Unrestricted net position of the enterprise funds (expressed in thousands): Sewer Storm Refuse Beginning of Year $ 14,209 $ 15,235 $ (1,100) Change During Year (2,148) (494) 92 End of Year $ 12,061 $ 14,741 $ (1,008) The Refuse fund was created during 2014 with the City's purchase of garbage carts. The City has undertaken several new development projects and continues to review fees charged to make sure costs are covering operations of the funds. The capital assets of the projects will increase the capital assets of these funds, as well as the offsetting future year depreciation charges. A portion of these projects are funded through special assessments, but a significant portion of this is funded through the anticipated future revenues collected for services. 23 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 GENERAL FUND BUDGETARY HIGHLIGHTS The original and final legally adopted budget for expenditures was $ 21,867,167 and transfers out were budgeted at $ 1,900,000. There was one budget amendment during 2015 which just moved expenditures from the governmental function to the public safety function totaling $ 64,600. Actual expenditures of $ 21,063,756 were $ 803,411 under budget. The variance was a result of several unique events, including higher than anticipated position turnover and the accompanying lag in replacement hiring time and lower than anticipated fuel and vehicle maintenance. Additionally, City staff continued a trend of conservative spending. The City was diligent in obtaining many of the services and supplies originally budgeted for the year at a lower than anticipated cost, such as training and training related costs, building maintenance costs and limited use of the contingency funds which provide for unplanned events or occurrences. Additional transfers out over budget are under taken annually. This is to comply with the City's established fund balance policy. At the end of 2015 following transfers the city maintained a fund balance percentage of 46.7% of current year expenditures and 43.1 % of the 2016 budgeted expenditures. The original and final adopted budgets for revenues were $ 23,104,893 and transfers in were $ 250,000. Actual revenues of$ 24,331,286 were $ 1,226,393 over budget. This was a result of an increases in development and building and conservative budgeting resulting in both licenses and permits and charges for services to come in over budget. The revenue received from the Electric and Water utility, component units, is recorded as a Charge for Service, were over budget as a result of conservative budgeting as the amounts can fluctuate from year to year based on usage. Intergovernmental also came in over budget as a result of increased maintenance money and police aid. Fines and forfeitures came in under budget as a result of SJPA fines not removed from the budget when the SJPA ceased operations in 2014, in 2015 all court fines received from the state are passed through to Scott County. CAPITAL ASSET AND DEBT ADMINISTRATION Capital Assets The City's investment in capital assets for its governmental and business type activities as of December 31, 2015, amounts to $ 198,032,398 (net of accumulated depreciation). This investment in capital assets includes land, buildings and systems, improvement,machinery and equipment, park facilities,roads, highways and bridges. Major capital assets events during the current year included the following: • Purchase of a 2014 Rosenbaur smart aerial fire truck • Started planning on the new two sheet ice arena and community center remodel • Quarry Lake Park construction was started in 2015 • Field improvements at tahpah park and schleper stadium • Reconstruction of streets, sanitary sewer, storm sewer and water mains on St. Marks street, Shumway street, 7"' street, Market street, Thrush street, CSAH 83, Danube avenue, Valley View road and Jennifer lane. • Several bituminous overlay projects were also undertaken in the community, to maintain the infrastructure of the system • Vehicle replacements in police, streets and parks Additional information on the City's capital assets can be found in Note 6 on pages 66 to 68 of this report. 24 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 CAPITAL ASSETS (Net of Depreciation) Expressed in Thousands Governmental Activities Business-Type Activities Total 2015 2014 2015 2014 2015 2014 Land $ 20,907 $ 20,783 $ 3,797 $ 3,797 $ 24,704 $ 24,580 ROW 254 254 448 448 702 702 Construction in Progress 4,136 2,671 212 1,716 4,348 4,387 Line Rights - - 817 841 817 841 Infrastructure 69,489 71,471 61,499 58,532 130,988 130,003 Buildings 25,631 26,041 - - 25,631 26,041 Machinery and Equipment 8,629 7,011 2,214 2,497 10,843 9,508 Total $ 129,046 $ 128,231 $68,987 $ 67,831 $ 198,033 $ 196,062 In 2015, several projects that were "in progress"were continued and completed, as these projects often involved the coordination with County, State and Federal entities. The status of these projects is highly dependent on weather and the funding and staffing of cooperating entities, and will often impact the ability of the City to complete these projects in the anticipated year. Long-Term Debt At the end of the current year, the City had total bonded debt outstanding of$ 8,215,000. Of this amount, $ 5,100,000 comprises debt backed by the full faith and credit of the government and $ 3,115,000 is special assessment debt for which the government is liable in the event of default by the property owners subject to the assessment. Outstanding Debt G.O. and Revenue Bonds Expressed in Thousands Governmental Activities 2015 2014 G.O. Bonds $ 5,100 $ 9,390 Special Assessment Debt with Governmental Commitment 3,115 4,440 Total $ 8,215 $ 13,830 The City's total bonded debt decreased by $ 5,615,000 during the current year. The 2004D bond was refunded in 2012 as a crossover refunding with the call date being February 2015. That bond was paid off in 2015 with$ 3,580,000 coming from escrow. 25 CITY OF SHAKOPEE MANAGEMENT'S DISCUSSION AND ANALYSIS December 31, 2015 Minnesota Statutes limit the amount of general obligation (G.O.) debt a government entity may issue to a net figure of 3% of the taxable market value. The current legal debt margin for the City is $ 108 million, which is significantly in excess of the City's outstanding G.O. debt. Additional information on the City's long-term debt can be found in Note 7 on pages 68 to 71 of this report. ECONOMIC FACTORS AND NEXT YEAR'S BUDGETS AND RATES The unemployment rate for the state continued to decrease to a year-end level of 3.0%. The City is currently experiencing the construction and development of several new commercial business sites. These companies such as Amazon, Duke Reality, Amerisource Bergen, and Warner Stellian, and improvements at sites such as Rahr Malting, St. Francis Regional Medical Center and Polaris Industries located in a previous vacant distribution center are expanding and enhancing the economic tax base as well as the employment options in the community. These business ventures will bring not only a strong base of varied jobs to the area but enhanced tax base for the recently developed commercial and industrial sites. The City is also experiencing interest from business entities that are considering Shakopee as a favorable site due to increased economic activity and expanded retail sale activity. During the current year, the unassigned fund balance in the General Fund was $ 9,818,537. This can be similarly compared to the unassigned fund balance of 2014 of$ 9,824,097. The City continues to maintain a strong financial position as the economic climate and the economic diversification of the region and the state continue to improve. The general tax levy for 2015/2016 is increased to $ 16,825,900, in comparison to the prior year amount of$ 16,138,000. This levy was increase to provide needed funding for city positions and infrastructure needs through the capital improvement fund. Historically only 30 % of some of the project costs are funded through special assessments which will require a firm commitment of the Council to provide needed resources for maintenance, improvements and additions to the existing infrastructure. City staff continues to refine and coordinate multi-department development related activities. This is done through review of fees, charges, consistent practices and detailed discussions specific to each development review. As staff continues to refine these practices the achieved outcome will be to provide a higher level of positive customer and development satisfaction. REQUESTS FOR INFORMATION This financial report is designed to provide a general view of the City's finances for all those with an interest in the City's finances. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the Finance Director, 129 Holmes St. S., Shakopee, Minnesota, 55379. 26 BASIC FINANCIAL STATEMENTS 27 CITY OF SHAKOPEE STATEMENT OF NET POSITION December 31,2015 Governmental Business-Type Activities Activities Total Component Unit ASSETS AND DEFERRED OUTFLOWS OF RESOURCES Assets Cash and Investments(Including Cash Equivalents) S 37,041,048 S 26,726,691 S 63,767,739 $ 32,467,135 Restricted Cash and Investments - - - 13,509,936 Property Tax Receivable 145,958 145,958 - Accounts Receivable(Net of Allowance for Uncollectible Accounts) 355,737 - 355,737 3,927,498 Interest Receivable 155,561 111,958 267,519 31,289 Due From Other Governments 984,714 472,014 1,456,728 452,544 Special Assessments Receivable 5,314,342 215,286 5,529,628 - Inventories - - - 1,329,595 Prepaid Expenses 21,573 - 21,573 75,635 Land Held for Resale 779,926 779,926 - Net Pension Asset 11517,988 - 1,5177988 - Capital Assets,Net of Accumulated Depreciation(Where Applicable): Land and Land Improvements 20,907305 3,796,803 24,703,908 5,097,532 Right ofWay 253,904 447,746 701,650 - Construction inProgress 4,136,075 211,774 4,347,849 8,274,803 Line Rights - 816,809 816,809 - IntLastrUCtnre 69,489,100 61,498,818 130,987,918 - PlantinService - - - 64,951,984 Buildings 25,631,092 25,631,092 - Machinery and Equipment 8,628,753 2,214,4t9 10,843.172 - Total Assets 175,362,876 96,512,318 271,875194 130,117,951 Deferred Outflows of Resources Deferral on Refunding - - - 243.081 Deferred Outflows of Resources Related to Pensions 2,3523 t3 44,160 2,396,473 436,899 Total Deferred Outflows of Resources 2,352,3 t3 44,160 2,396,473 679,980 Total Assets and Deferred Outflows of Resources S 177,715,189 S 96,556,478 S 274,271,667 $ 130,797,931 LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND NET POSITION Liabilities Accounts and Contracts Payable S 1,501,521 S 445,506 S 1,947,027 $ 3,886,141 Other Current Liabilities - - - 385,753 Due to Other Governments 875,580 662,411 1,537,991 906,992 Salaries and Benefits Payable 217,667 - 217,667 - Deposits Payable - - - 2,069,558 Interest Payable 90,598 90,598 151,393 Unearned Revenue 1,125 - 1,125 6,091 Customer Advances - - - 490,048 Bond Principal Payable,Net: Payable Within One Year 1,685,000 1,685,000 410,000 Payable After One Year 6,530,000 - 6,530,000 8,005,782 Compensated Absences Payable: Payable Within One Year 851,770 24,497 876,267 - Payable After One Year 1,041,052 29,941 1,070,993 Net Other Post Employment Benefits(OPEB)Obligation 1,345,024 66,616 1,411,640 - Net Pension Liability 9,860,185 322,582 10,182,767 3,150,972 Total Liabilities 23.999,522 1,551,553 25,551,075 19,462,730 Deferred Inflows of Resource Deferred Inflows of Resources Related to Pensions 1,398,084 37,014 1,435,098 338,541 Total Deferred Inflows of Resources 1,398,084 37,014 1,435,098 338,541 Total Liabilities and Deferred Inflows of Resources S 25,397,606 S 1,588,567 S 26,986,173 $ 19,801,271 Net Position Net Investment in Capital Assets 120,831,029 68,986,369 189,817,398 69,908,537 Restricted for: Economic Development 674,910 - 674,910 - Cable PEG Fees 108,627 - 108,627 - Forfeiture 180,555 - 180,555 - Debt Service 5,202,731 - 5,202,731 - Component Units - - - 11,188,985 Capital Improvements 1,380,667 - 1,380,667 - Unrestricted 23,939,064 25,981,542 49,920,606 29,899,138 Total Net Position 152,317,583 94,967,911 247,285,494 110,996,660 Total Liabilities and Net Position $ 177,715,189 $ 96,556,478 $ 274,271.667 $ 130,797,931 The Notes to the Financial Statements are an integral part of this Statement. 29 10 � — N N 7 m r r- oc 0 � M � O V m .--� n r-, v0 �n N r 0' W 1c O 00 ,--i 01 ° Nll� r a N a U � V) M GO GO O N�C-q O 69 64 V'1 Lr) r 10 01 o In riIt �cc �to oo ° CA kr, rr- IcmIn �C O C, N r r �t N Wn 0 0 0 0 M 00 Ic o0 00 L". O 'O r a, r N N N C Z 69 H3 ai G C 0¢ bA N O h �c 00 �F O �n cam, c w OM --i r M 00 r00 �--i Q1 aj N � 0 00 0 r 7 It N O a, a, 0, a U 00 C 7 N O, �e a, N c c4, r N ;> N M N 01 Ni V O O 6R 69 oo C-1 k Gol� ds r, vs N r 00 r t 00 00 oo r N o W .may y, cC O oo � V'1 DD � W m N 10 C) Py "'� L U '� Vr O k N m m 1.4 0 U U sg r CA v3 C � Y W O ZW a ooW) oo oCo o`Oo > M M O C, 01 p, U N FC cC y p \O In O 00 O O Cn m 0 U G4 69 64 v4 T o r o n o r r N N b-0 " 00 7 00r O 00 00 r M 00 In M 00 G N v� U 1 O O a1 v1 M o, oo .� V] N N N N M� N v y pp Py pp U b9 69 EA 64 O bA 5 '� YOr' N ~ N y f11 •� p •� � W r It m M o �c a, r kn a` v y C6 Ln a, v, �c v', N r ys°J. .�, ro '� r. r N N V) M �c M o0 V) h O r 0 N N N r o0 N 00 N N �n V� M �D N �O 00 r --i 1p N �O M O 00. N ,� ~ `� •y c •W c •m W V O ao� N O m; .--� V; 'IO oo m S. y, c3 y C� a O bA O O ,p .-. m M M 0.,, 0. N H UZUz z ti 0. •✓ � J v CJJ �+ .�. y � Gn ° � W CCon tj tj 11 CO N N O a) YO o " � 29 CITY OF SHAKOPEE BALANCE SHEET-GOVERNMENTAL FUNDS December 31,2015 Special Revenue Debt Service Capital Project Economic 2012A Development Refunding Capital General Fund Authority Bonds Improvements ASSETS Cash and Investments $ 10,145,047 $ 980,681 $ 1,284,291 $ 5,837,364 Delinquent Taxes Receivable 145,557 29 - - Special Assessments Receivable: Delinquent 5,786 - - 855 Deferred 39,975 - 1,599,298 3,059,926 Accounts Receivable 331,816 - - 12,968 Interest Receivable 46,318 3,504 5,388 26,834 Due From Other Governments 416,944 - - 567,273 Prepaid Items 21,573 - - - Land Held for Resale - 673,300 - - Total Assets $ 11,153,016 $ 1,657,514 $ 2,888,977 $ 9,505,220 LIABILITIES,DEFERRED INFLO`VS OF RESOURCES AND FUND BALANCES Liabilities Accounts Payable $ 480,624 $ 41,181 $ 200 $ 50,785 Contracts Payable - - - 174,880 Due to Other Funds - - - - Due to Other Governments 422,172 - - 88,580 Salaries and Benefits Payable 217,667 - - - Advance from Other Funds - 941,394 - - Unearned Revenue 1,125 - - - Total Liabilities 1,121,588 982,575 200 314,245 Deferred Inflows of Resources Unavailable Revenue-Property Taxes 145,557 29 - - Unavailable Revenue-Special Assessments 45,761 - 1,599,298 3,060,781 Total Deferred Inflows of Resources 191,318 29 1,599,298 3,060,781 Fund Balances Nonspendable 21,573 - - - Restricted - 674,910 1,289,479 - Assigned - - - 6,130,194 Unassigned 9,818,537 - - - Total Fund Balances 9,840,110 674,910 1,289,479 6,130,194 Total Liabilities,Deferred Inflows of Resources and Fund Balances $ 11,153,016 $ 1,657,514 $ 2,888,977 $ 9,505,220 30 Capital Project Community Other Total Center&Ice Governmental Governmental Arena Funds Funds $ - $ 5,741,349 $ 23,988,732 - 372 145,958 - 21,701 28,342 - 586,801 5,286,000 - 10,953 355,737 (3,764) 17,972 96,252 - - 984,217 - - 21,573 - 106,626 779,926 $ (3,764) $ 6,485,774 $ 31,686,737 $ 444,858 $ 149,407 $ 1,167,055 - - 174,880 897,344 - 897,344 330,110 34,718 875,580 - - 217,667 - 450,000 1,391,394 - - 1,125 1,672,312 634,125 4,725,045 - 372 145,958 - 608,502 5,314,342 - 608,874 5,460,300 - - 21,573 - 3,667,579 5,631,968 - 1,614,222 7,744,416 (1,676,076) (39,026) 8,103,435 (1,676,076) 5,242,775 21,501,392 $ (3,764) $ 6,485,774 $ 31,686,737 31 (THIS PAGE LEFT BLANK INTENTIONALLY) 32 CITY"OF SHAKOPEE RECONCILIATION OF THE BALANCE SHEET TO THE STATEMENT OF NET POSITION-GOVERNMENTAL FUNDS December 31,2015 Total Fund Balances-Governmental Funds $ 21,501,392 Amounts reported for governmental activities in the Statement of Net Position are different because: Capital assets used in governmental activities are not current financial resources and,therefore,are not reported as assets in governmental funds. Cost of Capital Assets 171,734,560 Less Accumulated Depreciation (75,478,730) Long-term assets from pensions reported in governmental activities are not financial resources and not reported as assets in the funds. 1,517,988 Long-term liabilities,including bonds payable,are not due and payable in the current period and,therefore,are not reported as liabilities in the funds. Long-term liabilities at year-end consist of: Bond Principal Payable (8,215,000) Net OPEB Obligation (1,345,024) Net Pension Liability (9,860,185) Delinquent property taxes and assessments receivable will be collected this year,but are not available soon enough to pay for the current period's expenditures and,therefore,are reported as unavailable revenue in the funds. Property Taxes 145,958 Special Assessments 28,342 Deferred special assessments receivable are not available to pay for current expenditures and,therefore,are reported as unavailable revenue in the funds. Deferred Special Assessments 5,286,000 Governmental funds do not report a liability for accrued interest due and payable. (90,598) Deferred Outflows of Resources and Deferred Inflows of Resources are created as a result of various differences related to pensions that are not recognized in the governmental funds. Deferred Inflows of Resources Related to Pensions (1,398,084) Deferred Outflows of Resources Related to Pensions 2,352,313 Internal service funds are used by management to charge the costs of equipment,buildings,park assets and employee benefits to individual funds. A portion of the assets and liabilities of those funds are included in governmental activities in the Statement of Net Position. 46,138,651 Total Net Position-Governmental Activities $ 152,317,583 The Notes to the Financial Statements are an integral part of this statement. 33 CITY"OF SHAKOPEE STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES-GOVERNMENTAL FUNDS For the Year Ended December 31,2015 Special Revenue Debt Service Economic 2004D Development Building 2012A Refunding General Fund Authority Bonds Bonds REVENUES Property Taxes S 16,160,075 $ 2 S - $ - Tax Increment - - - - Special Assessments 12,043 - - 234,472 Licenses and Permits 2,023,436 - - - Intergovernmental 1,356,733 1,000,000 - - Charges for Services 4,452,415 24,000 - - Fines and Forfeitures 7,093 - - - Miscellaneous 319,491 9,336 1,363 92,157 Total Revenues 24,331,286 1,033,338 1,363 326,629 EXPENDITURES Current General Government 3,861,312 - - - Public Safety 10,150,416 - - - Public Works 3,036,284 - - - Culture and Recreation 3,889,078 - - - Economic Development - 1,920,070 - - Debt Service Principal - - 3,865,000 210,000 Interest and Other Charges - - 80,629 91,650 Capital Outlay 126,666 250,312 - - Total Expenditures 21,063,756 2,170,382 3,945,629 301,650 Excess of Revenues Over (Under)Expenditures 3,267,530 (1,137,044) (3,944,266) 24,979 OTHER FINANCING SOURCES (USES) Transfers In 250,000 1,450,385 466,680 633,200 Transfers Out (3,515,466) - (633,200) - Total Other Financing Sources(Uses) (3,265,466) 1,450,385 (166,520) 633,200 Special Items - - - - Net Change in Fund Balances 2,064 313,341 (4,110,786) 658,179 FUND BALANCES Beginning of Year,as Previously Stated 9,838,046 361,569 4,110,786 460,218 Prior Period Adjustment - - - 171,082 Beginning of Year,as Restated 9,838,046 361,569 4,110,786 631,300 End of Year $ 9,840,110 $ 674,910 $ - $ 1,289,479 34 Capital Projects Community Other Total Capital Center&Ice Governmental Governmental Improvements Arena Funds Funds 658,887 $ 16,818,964 - - 406,571 406,571 635,055 - 275,835 1,157,405 - - 965,602 2,989,038 1,070,397 - - 3,427,130 - - 3,430 4,479,845 - - 164,763 171,856 110,347 (991) 73,113 604,816 1,815,799 (991) 2,548,201 30,055,625 - - 3,025 3,864,337 - - 59,323 10,209,739 - - - 3,036,284 - - 2,464 3,891,542 - - 432,551 2,352,621 - - 1,540,000 5,615,000 - - 193,619 365,898 2,391,523 1,675,085 1,018,021 5,461,607 2,391,523 1,675,085 3,249,003 34,797,028 (575,724) (1,676,076) (700,802) (4,741,403) 1,396,822 - 1,938,257 6,135,344 (150,000) - (846,786) (5,145,452) 1,246,822 - 1,091,471 989,892 - - (634,070) (634,070) 671,098 (1,676,076) (243,401) (4,385,581) 5,630,178 - 5,486,176 25,886,973 (171,082) - - - 5,459,096 - 5,486,176 25,886,973 $ 6,130,194 $ (1,676,076) $ 5,242,775 $ 21,501,392 35 (THIS PAGE LEFT BLANK INTENTIONALLY) 36 CITY OF SHAKOPEE RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES TO THE STATEMENT OF ACTIVITIES-GOVERNMENTAL FUNDS For the Year Ended December 31,2015 Net Change in Fund Balances-Governmental Funds $ (4,385,581) Amounts reported for governmental activities in the Statement of Activities are Capital outlays are reported in governmental funds as expenditures. However,in the Statement of Activities,the cost of those assets is allocated over the estimated useful lives as depreciation expense. Capital Outlays 4,454,712 Depreciation Expense (4,769,745) Contributed Assets 85,105 Principal payments on long-term debt are recognized as expenditures in the governmental funds but as an increase in the net position in the Statement of Activities. 5,615,000 Interest on long-term debt in the Statement of Activities differs from the amount reported in the governmental funds because interest is recognized as an expenditure in the funds when it is due and thus requires use of current financial resources. In the Statement of Activities,however,interest expense is recognized as the interest accrues,regardless of when it is due. 90,938 Certain revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the funds. Special Assessments Delinquent (15,734) Special Assessments Deferred (462,196) OPEB obligations are recognized when paid in the government funds but recognized when incurred in the Statement of Activities (160,992) Delinquent receivables will be collected this year,but are not available soon enough to pay for the current period's expenditures and,therefore,are not revenues in the funds. (11,597) Capital assets transferred from governmental funds to proprietary funds (178,060) Governmental funds recognized pension contributions as expenditures at the time of payment whereas the statement of activities factors in items related to pensions on a full accrual perspective. Pension Expense (143,468) Internal service funds are used by management to charge the costs of certain activities such as buildings,equipment,park assets and employee benefits to individual funds. (See Note 2.B.) (942,467) Change in Net Position-Governmental Activities $ (824,085) The Notes to the Financial Statements are an integral part of this statement. 37 (THIS PAGE LEFT BLANK INTENTIONALLY) 38 CITY OF SHAKOPEE STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES- BUDGET AND ACTUAL-GENERAL FUND For the Year Ended December 31,2015 Budget Variance with Actual Final Budget- Original Final Amounts Over (Under) REVENUES Property Taxes $16,163,000 $ 16,163,000 $ 16,160,075 $ (2,925) Special Assessments 11,500 11,500 12,043 543 Licenses and Permits 1,348,300 1,348,300 2,023,436 675,136 Intergovernmental 1,028,393 1,028,393 1,356,733 328,340 Charges for Services 4,050,700 4,050,700 4,452,415 401,715 Fines and Forfeitures 251,000 251,000 7,093 (243,907) Miscellaneous Revenues: Investment Income 150,000 150,000 110,785 (39,215) Contributions and Donations 2,550 2,550 18,992 16,442 Rents 9,500 9,500 9,096 (404) Other 89,950 89,950 180,618 90,668 Total Revenues 23,104,893 23,104,893 24,331,286 1,226,393 EXPENDITURES Current General Government 4,512,825 4,448,225 3,861,312 (586,913) Public Safety 9,855,744 9,920,344 10,150,416 230,072 Public Works 3,238,343 3,238,343 3,036,284 (202,059) Parks and Recreation 4,258,755 4,258,755 3,889,078 (369,677) Capital Outlay General Government - - 21,800 21,800 Public Safety - - 76,875 76,875 Park and Recreation 1,500 1,500 27,991 26,491 Total Expenditures 21,867,167 21,867,167 21,063,756 (803,411) Excess of Revenues Over (Under)Expenditures 1,237,726 1,237,726 3,267,530 2,029,804 OTHER FINANCING SOURCES(USES) Transfers In 250,000 250,000 250,000 - Transfers Out (1,900,000) (1,900,000) (3,515,466) (1,615,466) Total Other Financing Sources(Uses) (1,650,000) (1,650,000) (3,265,466) (1,615,466) Net Change in Fund Balances $ (412,274) $ (412,274) 2,064 $ 414,338 FUND BALANCES Beginning of Year 9,838,046 End ofYear S 9,840,110 The Notes to the Financial Statements are an integral part of this statement. 39 CITY OF SHAKOPEE STATEMENT OF NET POSITION-PROPRIETARY FUNDS December 31,2015 Business-Type Activities-Enterprise Funds Governmental Activities- Storm Internal Sewer Drainage Refuse Total Service Funds ASSETS Current Assets Cash and Investments,Including Cash Equivalents $ 11,167,716 $ 15,371,971 $ - $ 26,539,687 $ 13,239,320 Interest Receivable 47,664 64,492 (198) 111,958 59,309 Special Assessment Receivable: Delinquent 3,314 - - 3,314 - Deferred 211,737 235 211,972 - Due from Other Funds 47,332 - 47,332 897,344 Due from Other Governments 336,295 135,719 - 472,014 497 Total Current Assets 11,814,058 15,572,417 (198) 27,386,277 14,196,470 Noncurrent Assets Advances to Other Funds,Noncurrent 960,330 - - 960,330 1,391,394 Capital Assets: Land 4,500 3,792,303 3,796,803 124,326 Right of Way - 447,746 447,746 - Construction in Progress 50,059 161,715 211,774 321,396 Line Rights 1,368,569 - 1,368,569 - Infrastructure 42,208,501 42,201,769 84,410,270 3,405,196 Buildings - - - 34,717,968 Machinery and Equipment 1,894,016 987,857 1,172,068 4,053,941 14,294,738 Total Cost 45,525,645 47,591,390 1,172,068 94,289,103 52,863,624 Less Accumulated Depreciation (12,884,997) (12,300,626) (117,111) (25,302,734) (20,073,425) Net Capital Assets 32,640,648 35,290,764 1,054,957 68,986,369 32,790,199 Total Noncurrent Assets 33,600,978 35,290,764 1,054,957 69,946,699 34,181,593 Total Assets 45,415,036 50,863,181 1,054,759 97,332,976 48,378,063 Deferred Outflows of Resources Deferred Outflows of Resources Related to Pensions 22,525 21,635 44,160 - Total Assets and Deferred Outflows of Resources $45,437,561 $50,884,816 $ 1,054,759 $ 97,377,136 $48,378,063 LIABILITIES AND NET POSITION Current Liabilities Accounts Payable $ 20,308 $ 314,984 $ - $ 335,292 107,185 Contracts Payable 98,418 11,796 - 110,214 52,401 Due to Other Funds - - 47,332 47,332 - Due to Other Governments 373,369 289,042 - 662,411 - Current Compensated Absences 12,152 12,345 - 24,497 851,770 Total Current Liabilities 504,247 628,167 47,332 1,179,746 1,011,356 Noncurrent Liabilities Advances from Other Funds - - 960,330 960,330 - Compensated Absences 14,852 15,089 - 29,941 1,041,052 Net OPFB Obligation 33,308 33,308 66,616 - Net Pension Liability 164,538 158,044 - 322,582 - Total Noncurrent Liabilities 212,698 206,441 960,330 1,379,469 1,041,052 Total Liabilities 716,945 834,608 1,007,662 2,559,215 2,052,408 Deferred Inflows of Resources Deferred Inflows of Resources Related to Pensions 18,880 18,134 - 37,014 - Net Position Investment in Capital Assets 32,640,648 35,290,764 1,054,957 68,986,369 32,790,199 Unrestricted 12,061,088 14,741,310 (1,007,860) 25,794,538 13,535,456 Total Net Position 44,701,736 50,032,074 47,097 94,780,907 46,325,655 Total Liabilities,Deferred Inflows of Resources and Net Position $45,437,561 $50,884,816 $ 1,054,759 $48,378,063 Adjustment to Reflect the Consolidation of Internal Service Fund Activity Related to Enterprise Funds(See Note 2c) 187,004 Total Business-Type Activities Net Position $ 94,967,911 The Notes to the Financial Statements are an integral part of this statement. 40 CITY OF SHAKOPEE STATEMENT OF REVENUES,EXPENSES AND CHANGES IN FUND NET POSITION-PROPRIETARY FUNDS For the Year Ended December 31,2015 Business-Type Activities-Enterprise Funds Governmental Activities- Internal Service Sewer Storm Drainage Refuse Total Funds OPERATING REVENUES Charges for Services $ 2,834,769 $ 1,102,668 $ 104,665 $ 4,042,102 $ Rental Charges - - - - 1,715,554 Other Charges 10,670 - (1,028) 9,642 654 Special Assessments - 60 - 60 - Total Operating Revenues 2,845,439 1,102,728 103,637 4,051,804 1,716,208 OPERATING EXPENSES Salaries and Benefits 282,682 558,318 - 841,000 167,550 Depreciation 770,616 777,711 117,111 1,665,438 1,780,065 Professional Services 111,361 198,594 - 309,955 144,901 Sewer Disposal Charges 2,408,708 - 2,408,708 - Repairs and Maintenance 59,721 108,666 168,387 111,147 Materials and Supplies 35,373 44,579 79,952 368,589 Rent 37,600 48,445 86,045 - Insurance 71,653 11,608 83,261 Utilities 68,624 540 - 69,164 - TotalOperatingExpenses 3,846,338 1,748,461 117,111 5,711,910 2,572,252 Operating Income(Loss) (1,000,899) (645,733) (13,474) (1,660,106) (856,044) NONOPERATING REVENUES (EXPENSES) Investment Income 154,950 195,751 (926) 349,775 180,730 Interest Expense - - (10,670) (10,670) - Gain(Loss)on Sale of Asset 2,220 15,218 17,438 87,819 Trunk Charges (15,458) 662,952 - 647,494 5,000 Total Nonoperating Revenues (Expenses) 141,712 873,921 (11,596) 1,004,037 273,549 Income before Capital Contributions and Transfers (859,187) 228,188 (25,070) (656,069) (582,495) Capital Contributions from Special Assessments 65,844 - 65,844 - Captial Contributions from Governmental Funds 13,600 163,128 176,728 1,332 Transfers In 30,008 97,165 127,173 150,000 Transfers Out (675,385) (125,000) (800,385) (466,680) Change in Net Position (1,425,120) 363,481 (25,070) (1,086,709) (897,843) NET POSITION Beginning of Year 46,283,404 49,818,962 72,167 96,174,533 47,223,498 Change in Accounting Principle (156,548) (150,369) - (306,917) - Beginning of Year,Restated 46,126,856 49,668,593 72,167 95,867,616 47,223,498 End of Year $ 44,701,736 $ 50,032,074 $ 47,097 $ 94,780,907 $ 46,325,655 Adjustment to Reflect the Consolidation of Internal Service Fund Activity Related to Enterprise Funds(See Note 2d) 44,624 Governmental Activites Contribution Revenue Reported Above (176,728) Transfers In of Captial Assets from Governmental Activities 176,728 Change in Net Position-Business-Type Activities $ (1,042,085) The Notes to the Financial Statements are an integral part of this statement. 41 CITY OF SHAKOPEE STATEMENT OF CASH FLOWS-PROPRIETARY FUNDS For the Year Ended December 31,2015 Business-Type Activities-Enterprise Funds Governmental Activities- Storm Internal Sewer Drainage Refuse Total Service Funds CASH FLOWS-OPERATING ACTIVITIES Receipts from Customers and Users $ 2,879,743 $ 1,100,558 $ 113,653 $ 4,093,954 $ 1,715,711 Receipts from Interfund Services - - 4,449 4,449 - Payments to Suppliers (2,603,867) (197,372) - (2,801,239) (711,901) Payments to Employees (273,006) (549,421) (822,427) (300,804) Payments for Interfund Services (4,449) - - (4,449) (897,344) Net Cash Flows-Operating Activities (1,579) 353,765 118,102 470,288 (194,338) CASH FLOWS-NONCAPITAL FINANCING ACTIVITIES Interfund Loan Issued - - - - (941,394) Payment Received on Interfund Loan 106,704 (106,704) 50,000 Interest Expense on Interfund Loan Repayment - - (10,670) (10,670) - Transfer from Other Funds 30,008 97,165 127,173 150,000 Transfer to Other Funds (675,385) (125,000) (800,385) (466,680) Net Cash Flows-Noncapital Financing Activities (538,673) (27,835) (117,374) (683,882) (1,208,074) CASH FLOWS-CAPITAL AND RELATED FINANCING ACTIVITIES Trunk Charges (15,458) 662,952 647,494 5,000 Capital Related Special Assessments 65,844 - 65,844 - Proceeds(Loss)from Disposal of Capital Assets 2,220 15,219 17,439 87,819 Acquisition ofCapital Assets (1,224,425) (1,309,342) (2,533,767) (2,898,497) Net Cash Flows-Capital and Related Financing Activities (1,171,819) (631,171) (1,802,990) (2,805,678) CASH FLOWS-INVESTING ACTIVITIES Interest Received 150,337 183,483 (728) 333,092 178,920 Net Cash Flows-Investing Activities 150,337 183,483 (728) 333,092 178,920 Net Change in Cash and Cash Equivalents (1,561,734) (121,758) - (1,683,492) (4,029,170) CASH AND CASH EQUIVALENTS Beginning of Year 12,729,450 15,493,729 28,223,179 17,268,490 End ofYear $ 11,167,716 $ 15,371,971 $ $ 26,539,687 $ 13,239,320 The Notes to the Financial Statements are an integral part of this statement. 42 CITY OF SHAKOPEE STATEMENT OF CASH FLOWS-PROPRIETARY FUNDS (Continued) For the Year Ended December 31,2015 Business-Type Activities-Enterprise Funds Governmental Activities- Storm Internal Sewer Drainage Refuse Total Service Funds RECONCILIATION OF OPERATING INCOME(LOSS)TO NET CASH FLOWS-OPERATING ACTIVITIES Operating Income(Loss) $ (1,000,899) $ (645,733) $ (13,474) $ (1,660,106) $ (856,044) Adjustments to Reconcile Operating Income(Loss)to Net Cash Flows-Operating Activities: Depreciation Expense 770,616 777,711 117,111 1,665,438 1,780,065 Pension Expense 4,345 4,174 - 8,519 - Changes in: Accounts Receivable 473 120 10,016 10,609 Due from Other Funds (4,449) - - (4,449) (897,344) Due from Other Governments (11,423) (2,112) (13,535) (497) Special Assessments 45,254 (178) 45,076 - Due to Other Governments 299,833 (78,296) 221,537 Accounts and Contracts Payable (110,660) 293,356 - 182,696 (87,264) Due to Other Funds - 4,449 4,449 Salaries Payable - - - - (261,128) Compensated Absences Payable 1,749 1,141 2,890 127,874 Net OPEB Obligation 3,582 3,582 - 7,164 - Total Adjustments 999,320 999,498 131,576 2,130,394 661,706 Net Cash Flows-Operating Activities $ (1,579) $ 353,765 $ 118,102 $ 470,288 $ (194,338) NONCASH INVESTING,CAPITAL AND FINANCING ACTIVITIES Transfer of Capital Assets $ 13,600 $ 163,128 $ $ 176,728 $ 1,332 The Notes to the Financial Statements are an integral part of this statement. 43 (THIS PAGE LEFT BLANK INTENTIONALLY) 44 CITY OF SHAKOPEE COMBINED STATEMENT OF FIDUCIARY NET POSITION December 31, 2015 Total Agency Funds ASSETS Cash and Investments $ 2,848,829 Interest Receivable 2,321 Due from Other Governments 22,000 Total Assets $ 2,873,150 LIABILITIES Accounts Payable $ 413,426 Deposits Payable 2,433,368 Due to Other Governments 26,356 Total Liabilities $ 2,873,150 The Notes to the Financial Statements are an integral part of this statement. 45 CITY OF SIIAKOPEE STATEMENT OF NET POSITION-COMPONENT UNIT-SPUC December 31,2015 Electric Water Total ASSETS Current Assets Cash and Investments $ 27,531,120 $ 4,936,015 $ 32,467,135 Restricted Assets: Sinking Account 527,227 - 527,227 Accrued Interest Receivable 24,040 7,249 31,289 Customer Accounts Receivable 3,553,068 273,009 3,826,077 Allowance for Uncollectible Accounts (23,902) (8,764) (32,666) Other Accounts Receivable 70,137 63,950 134,087 Due from City of Shakopee 85,763 366,781 452,544 Inventory 1,294,826 34,769 1,329,595 Prepaid Expenses 56,726 18,909 75,635 Total Current Assets 33,119,005 5,691,918 38,810,923 Noncurrent Assets Restricted Assets: Customer Deposits Account 2,048,907 20,651 2,069,558 Connection Account - 10,670,936 10,670,936 Water Reconstruction Account - 142,215 142,215 Emergency Repairs Account 100,000 - 100,000 Capital Assets: Plant in Service 56,644,012 49,848,989 106,493,001 Accumulated Depreciation (20,605,191) (15,838,294) (36,443,485) Construction in Progress 4,647,146 3,627,657 8,274,803 Total Noncurrent Assets 42,834,874 48,472,154 91,307,028 Total Assets 75,953,879 54,164,072 130,117,951 Deferred Outflows of Resources Deferred Outflows of Resources Related to Pensions 327,674 109,225 436,899 Unamortized loss on refunding 243,081 243,081 Total Deferred Outflows of Resources 570,755 109,225 679,980 Total Assets and Deferred Outflows of Resources $ 76,524,634 $ 54,273,297 $130,797,931 LIABILITIES AND NET ASSETS Current Liabilities Accounts Payable $ 3,430,304 $ 455,837 $ 3,886,141 Due to City of Shakopee 348,014 558,978 906,992 Other Current Liabilities 220,872 164,881 385,753 Total Current Liabilities 3,999,190 1,179,696 5,178,886 Liabilities Payable from Restricted Assets Current Portion of Revenue Bonds 410,000 - 410,000 Accrued Interest Payable 151,393 - 151,393 Customer Deposits 2,048,907 20,651 2,069,558 Total Liabilities Payable from Restricted Assets 2,610,300 20,651 2,630,951 Noncurrent Liabilities Revenue Bonds 8,015,000 - 8,015,000 Unamortized Bond Discount (9,218) (9,218) Unearned Revenues 6,091 - 6,091 Customer Advances 361,468 128,580 490,048 Net Pension Liability 2,363,230 787,742 3,150,972 Total Noncurrent Liabilities 10,736,571 916,322 11,652,893 Total Liabilities 17,346,061 2,116,669 19,462,730 Deferred Inflows of Resources Related to Pensions 253,906 84,635 338,541 Total Liabilities and Deferred Inflows of Resources $ 17,599,967 $ 2,201,304 $ 19,801,271 Net Position Investment in Capital Assets 32,270,185 37,638,352 69,908,537 Restricted for Debt Service 375,834 - 375,834 Restricted for Connections&Reconstruction - 10,813,151 10,813,151 Unrestricted 26,278,648 3,620,490 29,899,138 Total Net Position 58,924,667 52,071,993 110,996,660 Total Liabilities and Net Position $ 76,524,634 $ 54,273,297 $130,797,931 46 The Notes to the Financial Statements are an integral part of this statement. CITY OF SHAKOPEE STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION- COMPONENT UNIT- SPUC For the Year Ended December 31, 2015 Electric Water Total Operating Revenues $ 43,055,573 $ 4,287,237 $ 47,342,810 Operating Expenses 36,927,117 3,544,678 40,471,795 Operating Income 6,128,456 742,559 6,871,015 NONOPERATING REVENUES (EXPENSES) Rentals and Miscellaneous 274,079 154,597 428,676 Interdepartmental Rent from Water 90,000 - 90,000 Investment Income 79,725 10,498 90,223 Interest Expense (366,734) (43) (366,777) Amortization of Debt Issuance Costs and Loss on Refunding (17,802) - (17,802) Gain(Loss) on Disposition of Property 14,121 10,100 24,221 Total Nonoperating Revenues (Expenses) 73,389 175,152 248,541 Income Before Contributions and Transfers 6,201,845 917,711 7,119,556 Capital Contributions 658,279 3,163,624 3,821,903 Transfers to Municipality (1,314,312) (843,988) (2,158,300) Change in Net Position 5,545,812 3,237,347 8,783,159 NET POSITION Beginning of Year 55,604,538 49,576,539 105,181,077 Change in Accounting Principle (2,225,683) (741,893) (2,967,576) Beginning of Year, as Restated 53,378,855 48,834,646 102,213,501 End of Year $ 58,924,667 $ 52,071,993 $110,996,660 47 The Notes to the Financial Statements are an integral part of this statement. (THIS PAGE LEFT BLANK INTENTIONALLY) 48 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Reporting Entity The City of Shakopee is a statutory city governed by an elected mayor and four council members. The accompanying financial statements present the government entities for which the government is considered to be financially accountable. The financial statements present the City and its component units. The City includes all funds, organizations, institutions, agencies, departments and offices that are not legally separate from such. Component units are legally separate organizations for which the elected officials of the City are financially accountable and are included within the financial statements of the City because of the significance of their operational or financial relationships with the City. The City is considered financially accountable for a component unit if it appoints a voting majority of the organization's governing body and it is able to impose its will on the organization by significantly influencing the programs, projects, activities or level of services performed or provided by the organization or there is a potential for the organization to provide specific financial benefits to or impose specific financial burdens on, the City. As a result of applying the component unit definition criteria above, certain organizations have been defined and are presented in this report as follows: Blended Component Unit—Reported as if they were part of the City. Discretely Presented Component Unit—Entails reporting the component unit financial data in statements separate from the financial date of the City. Joint Ventures and Jointly Governed Organizations—The relationship of the City with the entity is disclosed. For each of the categories above, the specific entities are identified as follows: 1. Blended Component Unit The Shakopee Economic Development Authority (EDA) was organized to promote development, improve housing and reduce blighted areas in the City. It is included by reason of the City Council having final approval for Shakopee EDA actions and the Shakopee EDA Board being comprised entirely of City Council Members. City staff handles Shakopee EDA activity including Shakopee EDA funds and the City approves Shakopee EDA tax levies and bonding activity. Therefore, the City has financial oversight for Shakopee EDA activities. The City also has operational responsibility of the EDA. The activity of the Shakopee EDA is shown in the Shakopee EDA Special Revenue Fund in the City's financial statements. No separate financial statements for the Shakopee EDA are issued. For any information desired beyond what is presented in this report, contact the Finance Director for the City of Shakopee at 129 Holmes Street South, Shakopee, Minnesota 55379-1351. 49 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Reporting Entity (Continued) 2. Discretely Presented Component Unit The electric and water utilities of the Shakopee Public Utilities Commission (SPDC) are self- supporting entities and collectively comprise separate enterprise funds of the City of Shakopee (the "City"). The utility provides electric and water operations to properties within the City as well as electric distribution to certain other areas outside of the City. The utility accounts for the costs of electric and water operations on a continuing basis and is managed by the SPUC. The SPUC Board consists of five members who serve three year consecutive terms. SPUC is presented as a discretely presented component unit because of the nature and significance of its relationship with the primary government. Separate financial statements are included in this report for the SPUC Funds to emphasize that it is legally separate from the City. The complete financial statements can be obtained from the Shakopee Public Utility Commission, 225 Sarazin Street, Shakopee, Minnesota 55379. 3. Joint Ventures and Jointly Governed Organizations Local Government Information Systems Local Government Information Systems (LOGIS) is a joint venture of approximately 44 governmental entities that provides computerized data processing and support services to its members. Legally separate, the City does not appoint a voting majority of the Board and LOGIS is fiscally independent of the City. During 2015, the City paid $ 146,510 to LOGIS for services provided which is included in expenditures of the General Fund. Financial statements are available by contacting LOGIS, 5750 Duluth Street, Golden Valley, Minnesota 55422-4036. 4. Other Organizations Shakopee Volunteer Fire Department Relief Association The Shakopee Volunteer Fire Department Relief Association(the "Association") is organized as a nonprofit organization, legally separate from the City,by its members to provide pensions and other benefits to such members in accordance with Minnesota Statutes. It is not a component unit of the City because the Board of Directors is appointed by the membership of the Association and not by the City Council. The financial oversight of the City is limited to approval authority for amending the Association bylaws when the change results in an increase in the pension benefit level requiring an increased City contribution. The Association has the authority to levy its own taxes for pensions and deficits and would continue to exist for its members if the City was dissolved. Because the Association is fiscally independent of the City, the financial statements of the Association have not been included within the City's reporting entity. 50 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES B. Government-Wide and Fund Financial Statements The government-wide financial statements (i.e., the Statement of Net Position and the Statement of Activities) report information on all of the nonfiduciary activities of the City. The fiduciary funds are only reported in the Statement of Fiduciary Net Position at the fund financial statement level. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The Statement of Activities demonstrates the degree to which the direct expenses of a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Interest on general long-term debt is considered an indirect expense and is reported separately in the Statement of Activities. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Internally dedicated revenues are reported as general revenues rather than program revenues. Separate financial statements are provided for governmental funds and proprietary funds. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. The Escrow Agency Fund is presented in the fiduciary fund financial statements. Since,by definition, these assets are being held for the benefit of a third party (other local governments,private parties, etc.) and cannot be used to address activities or obligations of the City, this Fund is not incorporated into the government-wide statements. C. Measurement Focus, Basis of Accounting and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. The Agency Funds report only assets and liabilities and have no measurement focus, but do use the accrual basis of accounting to recognize receivables and payables. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the cut-rent period. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. 51 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE I — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES C. Measurement Focus, Basis of Accounting and Financial Statement Presentation (Continued) However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Property taxes, franchise taxes, licenses and interest associated with the current period are all considered to be susceptible to accrual and so have been recognized as revenues of the current period. Only the portion of special assessments receivable due within the curs ent period is considered to be susceptible to accrual as revenue of the current period. All other revenue items are considered to be measurable and available only when cash is received by the City. Description of Funds: Major Governmental Funds: General Fund—This Fund is the City's primary operating fund. It accounts for all financial resources of the general City, except those required to be accounted for in another fund. Economic Development Authority— This Fund accounts for development, improve housing and reduce blighted areas in the City. 2004D Building Bonds—This Fund accounts for the resources accumulated and payments made for principal and interest on this bond issue. 2012A Refunding Bonds—This Fund accounts for the resources accumulated and payments made for principal and interest on this bond issue. Capital Improvements Capital Project Fund— This Fund accounts for the capital projects of the City not accounted for in separate capital funds. Community Center& Ice Arena Capital Project Fund—This Fund accounts for the construction costs associated with the construction of the community center and ice arena. Proprietary Funds: Sewer Fund—This Fund accounts for operations of the City's sewer utility. Storm Drainage Fund—This Fund accounts for the activities of the City's storm drainage utility. Refuse Fund—This Fund accounts for operations associated with the City's garbage carts and recycling operations. 52 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES C. Measurement Focus, Basis of Accounting and Financial Statement Presentation (Continued) Description of Funds: (Continued) Internal Service Funds: Equipment Fund—This Fund accounts for the City's acquisition of larger pieces of equipment. Buildings Fund—This Fund accounts for the City's funds accumulated for construction, improvement or major repairs of major public buildings. Park Assets Fund—This Fund accounts for the City's funds accumulated for the replacement of park assets. Employee Benefits Fund—This Fund accounts for the City's funds accumulated for compensated absences and OPEB. Information and Technology Fund— This Fund accounts for the City's funds accumulated for information technology resources. The City's internal service funds are allocated between governmental and business-type activities and are combined, as allocated in Note 2, with the respective governmental activities and business-type activities in the government-wide financial statements. Fiduciary Funds: Escrow Agency Fund—This Fund accounts for the monies held for specific purposes for individuals, private organizations, other government units and other funds. Escrows are held on behalf of builders and developers, for security deposits and police evidence deposits. Southwest Metro Drug Task Force Agency Fund—This Fund accounts for the activity related to the task force held by the City in a strictly custodial capacity. Component Unit Funds: Electric Fund—This Fund accounts for the operations of the SPUC's electric utility. Water Fund—This Fund accounts for the operations of the SPUC's water utility. 53 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE I — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES C. Measurement Focus, Basis of Accounting and Financial Statement Presentation (Continued) As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this general rule are payments, where the amounts are reasonably equivalent in value to the interfund services provided and other charges between the City's utility function and various other functions of the City. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the enterprise funds are charges to customers for sales and services. Operating expenses for enterprise funds include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. When both restricted and unrestricted resources are available for use, it is the City's policy to use restricted resources first, then unrestricted resources as they are needed. D. Assets, Liabilities and Net Position or Equity 1. Deposits and Investments The City's cash and cash equivalents are considered to be cash on hand, demand deposits and highly liquid debt instruments purchased with original maturities of three months or less from the date of acquisition. Investments are stated at fair value. Minnesota Statutes authorizes the City to invest in obligations of the U.S. Treasury, agencies and instrumentalities, shares of investment companies whose only investments are in the aforementioned securities, obligations of the State of Minnesota or its municipalities, bankers' acceptances, future contracts,repurchase and reverse repurchase agreements and commercial paper of the highest quality with a maturity of no longer than 270 days and in the Minnesota Municipal Money Market Fund. The Minnesota Municipal Money Market Fund is an external investment pool not registered with the Securities Exchange Commission (SEC) that follows the same regulatory rules of the SEC under Rule 2.a.7. The fair value of the position in the pool is the same as the value of the pool shares. The City's investment policy for all funds except the component units addresses custodial credit risk for deposits. The policy also addresses credit risk, interest rate risk, concentration of credit risk and custodial credit risk for investments. The City's component units also have a formal policy to address all of these risks except custodial credit risk for investments. 54 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE I — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. Assets, Liabilities and Net Position or Equity (Continued) 1. Deposits and Investments (Continued) Custodial Credit Risk—Deposits: This is the risk that in the event of a bank failure, the City's deposits may not be returned to it. Minnesota Statutes require all deposits be protected by federal deposit insurance, corporate surety bonds or collateral. The market value of collateral pledged must equal 110% of deposits not covered by Federal Deposit Insurance Corporation (FDIC) insurance or corporate surety bonds and letters of credit. The City and component unit's investment policies state deposits must be collateralized in order to comply with Minnesota Statutes. Credit Risk: This is the risk that an issuer or other counterparty to an investment will not fulfill its obligation to the holder of the investment. Minnesota Statutes 118A.04 and 188A.05 limit investments that are in the top two ratings issued by nationally recognized statistical rating organizations. The City's investment policy references Minnesota Statutes and further limits the types of investments that the City is allowed to invest in. The component unit's investment policy also defines suitable and authorized investments and related minimum ratings. Interest Rate Risk: This is the risk that changes in market interest rates will adversely affect the fair value of an investment. The City's policy states the investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs. To the extent possible, the City shall attempt to match its investments in short-term operating funds with anticipated cash flow requirements. Unless matched to a specific cash flow, the City will not directly invest in securities maturing more than ten years from the date of purchase. Long-term funds shall not be invested in securities exceeding 10 years in modified duration, at time of purchase. The investment policy for the City's Electric and Water Enterprise Funds (Shakopee Public Utilities Commission) addresses this risk by requiring holding of securities to maturity (subject to certain exceptions) and limiting maturity constraints to a relatively short duration. Concentration of Credit Risk: This is the risk of loss attributed to the magnitude of an investment in a single issuer. According to the City's investment policy, the aggregate investment portfolio shall be diversified by: • Limiting investments to avoid over concentration in securities from a specific issuer or business sector. • Limiting investments in securities that have higher credit risks. • Investing in securities with varying maturities. • Continuously investing a portion of the portfolio in readily available funds, such as Local Government Investment Pools (LGTP), money market funds or repurchase agreements to ensure appropriate liquidity is maintained in order to meet ongoing obligations. • Having all investments, other than those in direct obligations or agencies of the United States, secured by collateral or repurchase agreements, shall not exceed 50% of the aggregate investment portfolio. Mortgage backed securities shall not exceed 35% of the aggregate investment portfolio, at the time of investment(i.e., commercial paper or bankers' acceptance). • Limiting investments in any one corporation to 5% of the aggregate investment portfolio. 55 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE I — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. Assets, Liabilities and Net Position or Equity (Continued) 1. Deposits and Investments (Continued) The investment policy for the City's Electric and Water Enterprise Funds (Shakopee Public Utilities Commission) defines suitable and authorized investments and related minimum ratings as well as application of prudent person standards in construction of portfolio management and diversification. Custodial Credit Risk—Investments: For an investment, this is the risk that in the event of the failure of the counterparty, the City will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The City's investment policy states all securities purchased, including appropriate collateral, shall be placed with an independent third party for custodial safekeeping. 2. Receivables and Payables Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the year are referred to as "advances to/from other funds". All other outstanding balances between funds are reported as "due to/from other funds". Any residual balances outstanding between the governmental activities and business-type activities are reported in the government- wide financial statements as "interfund balances". All trade and property tax receivables are shown at a gross amount since both are assessable to the property taxes and are collectible upon the sale of the property. The City levies its property tax for the subsequent year during the month of December. December 28 is the last day the City can certify a tax levy to the County Auditor for collection the following year. Such taxes become a lien on January 1 and are recorded as receivables by the City at that date. The property tax is recorded as revenue when it becomes measurable and available. Scott County is the collecting agency for the levy and remits the collections to the City three times a year. The tax levy notice is mailed in March with the first half of the payment due on May 15 and the second half due on October 15. Taxes not collected as of December 31 each year are shown as delinquent taxes receivable. The County Auditor prepares the tax list for all taxable property in the City, applying the applicable tax rate to the tax capacity of individual properties, to arrive at the actual tax for each property. The County Auditor also collects all special assessments, except for certain prepayments paid directly to the City. The County Auditor submits the list of taxes and special assessments to be collected on each parcel of property to the County Treasurer in January of each year. 56 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. Assets, Liabilities and Net Position or Equity (Continued) 3. Inventory, Prepaid Items and Other Assets Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. Prepaid expenditures of governmental funds are reported using the consumption method and recorded as expenditures/expenses at the time of consumption. Inventories of enterprise funds are valued at average cost using the first in, first out(FIFO) method. Inventory in the governmental funds are recorded as an expenditure when consumed rather than when purchased. Other assets include unamortized debt issuance costs, the Emergency Repairs Account and the asset and related amortization relating to the Electric Plant Acquisition. 4. Land Held for Resale Land is acquired by the City for subsequent resale for redevelopment purposes. Land held for resale is reported as an asset at the lower of cost or estimated realized value in the fund that acquired it. 5. Restricted Assets Certain cash and investments in the component units are classified as restricted. The Electric Fund has monies restricted for customer deposits and debt service. The Water Fund has monies restricted for water production and trunk distribution facility acquisition, based on trunk and connection fees collected from users, construction projects and debt service. 6. Capital Assets Capital assets, which include property,plant, equipment and infrastructure assets (e.g., roads, sidewalks and similar items), are reported in the applicable governmental or business-type activities columns in the government-wide financial statements. Capital assets are defined by the City, excluding the component unit, as assets with an initial, individual cost of more than $ 10,000 and an estimated useful life in excess of two years. Capital assets for the component unit are defined as assets with an initial, individual cost of more than $ 1,000 and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair market value at the date of donation. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives are not capitalized. 57 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE I— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. Assets, Liabilities and Net Position or Equity (Continued) 6. Capital Assets (Continued) Property, plant and equipment of the City are depreciated using the straight-line method over the following estimated useful lives. Assets Years Buildings 30-50 Park Buildings 30 Building Improvements 25 Light Vehicles 4-10 Machinery and Equipment 4-20 Utility Distribution System 50-75 Infrastructure 30-50 Fire Trucks 20-25 7. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure)until that time. The City has one item that qualifies for reporting in this category. The City and Component Unit present deferred outflows of resources on the Statement of Net Position for the deferred charge related to pensions. The Component Unit also has one item that qualifies for reporting in this category. It is the deferred charge on refunding reported in the statement of net position- component unit- SPUC. A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. The City presents deferred outflows of resources on the Statements of Net Position for deferred outflows of resources related to pensions. Deferred outflows of resources related to pensions results from the net effect of the change in proportionate share, the difference between projected and actual investments earnings and employer contributions paid to PERA and the firefighters relief association subsequent to the measurement date. In addition to liabilities, the statement of financial position and fund financial statements will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources,represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The City only has one type of item, which arises only under the modified accrual basis of accounting that qualifies for reporting in this category. Accordingly, the item is reported only in the governmental funds balance sheet as unavailable revenue. 59 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. Assets, Liabilities and Net Position or Equity (Continued) 7. Deferred Outflows/Inflows of Resources (Continued) The governmental funds report unavailable revenues from two sources: property taxes and special assessments. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. The City presents deferred inflows of resources on the Statements of Net Position for deferred inflows of resources related to pensions. Deferred inflows of resources related to pensions results from the net difference between projected and actual earnings on plan investments, changes in proportionate share and the differences between expected and actual economic experience. 8. Compensated Absences Vacation and sick leave benefits are recorded as expenditures in the Employee Benefits Internal Service Fund and governmental funds when the obligations have matured and are expected to be liquidated with expendable financial resources. City employees earn vacation time based on years of City service. Employees who have 0 to 15 years of employment may accumulate no more than 240 hours. Employees who have 16 or more years of service may accumulate no more than 360 hours of vacation leave. Upon termination, employees will receive compensation for all unused vacation. Employees earn sick leave and may accumulate to a maximum of 960 hours. The City compensates employees who leave municipal service at the rate of 45%up to 15 years of service. After 15 years of service, employees who leave are compensated at the rate of 55%plus 2% for each year of service beyond 15 years up to 75% of unused sick leave. 9. Long-Term Obligations In the government-wide financial statements and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities or proprietary fund type Statement of Net Position. Enterprise fund bond premiums and discounts, are deferred and amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as expenditures. 59 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE I — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. Assets, Liabilities and Net Position or Equity (Continued) 10. Pensions For purposes of measuring the net pension liability, deferred outflows/inflows of resources, and pension expense, information about the fiduciary net position of the Public Employees Retirement Association (PERA) and the relief association and additions to/deductions from PERA's and the relief association's fiduciary net position have been determined on the same basis as they are reported by PERA and the relief association except that PERA's fiscal year end is June 30. For this purpose,plan contributions are recognized as of employer payroll paid dates and benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 11. Fund Equity a. Classification In the fund financial statements, governmental funds report fund classifications that comprise a hierarchy based primarily on the extent to which the City is bound to honor constraints on the specific purpose for which amounts in those funds can be spent. Non-spendable fund balances include amounts that cannot be spent because they are not in spendable form. Amounts that are restricted to specific purposes either by a) constraints placed on the use of resources by creditors, grantors, contributors, or laws or regulations of other governments or b) imposed by law through enabling legislation are classified as restricted fund balances. Amounts that can only be used for specific purposes pursuant to constraints imposed by the City Council (highest level of decision making authority) through resolution are classified as committed fund balances. Amounts that are constrained by the City's intent to be used for specific purposes but are neither restricted nor committed are classified as assigned fund balances. Assignments are made by the City's Finance Director based on the City Council's direction. Unassigned fund balance represents fund balance that has not been assigned to other funds and that has not been restricted, committed or assigned to a specific purpose in the General Fund. The City's policy is to consider unrestricted fund balance to be spent by City Council action, appropriations or emergency situations. The City applies restricted resources first when expenditures are incurred for purposes for which either restricted or unrestricted (committed, assigned and unassigned) are available. Similarly, within unrestricted fund balance, committed amounts are reduced first followed by assigned and then unassigned amounts when expenditures are incurred for purposes for which amounts in any of the unrestricted fund balance classifications could be used. a. Minimum Fund Balance The City's target General Fund balance is to maintain an unassigned level between 40% (minimum) and 45% of expenditures. This level is to provide working capital for cash flow, expected decline in revenues and unforeseen expenditures such as natural disasters. Replenishing fund balance when it falls below the target level shall be accomplished by interfund transfers or budgeting for expenditures and other uses to be less than revenues or other sources over a period not to exceed three years. 60 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. Assets, Liabilities and Net Position or Equity (Continued) 12. Net Position Net position represents the difference between assets and deferred outflows and liabilities and deferred inflows in the government-wide financial statements. Net investment in capital assets consists of capital assets, net of accumulated depreciation,reduced by the outstanding balance of any long-term debt used to build or acquire the capital assets. Net position is reported as restricted in the government-wide financial statement when there are limitations on their use through external restrictions imposed by creditors, grantors or laws or regulations of other governments. 13. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenditures/expense during the reporting period. Actual results could differ from those estimates. NOTE 2—RECONCILIATION OF GOVERNMENT-WIDE AND FUND FINANCIAL STATEMENTS A. Explanation of Certain Differences between the Governmental Fund Balance Sheet and the Government-Wide Statement of Net Position The governmental fund Balance Sheet includes reconciliation between fund balance—total governmental funds and net position—governmental activities as reported in the government-wide Statement of Net Position. One element of that reconciliation explains that"Internal Service Funds are used by management to charge the costs of providing certain services for the City." Net Position of the Internal Service Funds $ 46,325,655 Less Portion Loss Related to Business- Type Activities (187,004) Net Adjusmtent to Increase Fund Balance- Total Governmental Funds to Arrive at Net Position- Governmental Activities $ 46,138,651 61 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 2—RECONCILIATION OF GOVERNMENT-WIDE AND FUND FINANCIAL STATEMENTS B. Explanation of Certain Differences between the Governmental Fund Statements of Revenues, Expenditures, and Changes in Fund Balances and the Government-Wide Statement of Activities Another element of that reconciliation states that"Internal Service Funds are used by management to charge the costs of providing various services for the City." The details of this difference are as follows: Change in Net Position of the Internal Service Fund $ (897,843) Less the Net of Indirect Revenues and Expense (44,624) Net Adjustment to Decrease Net Change in Fund Balances - Total Government Funds to Arrive at Changes in Net position of Government Activities $ (942,467) C. Explanation of Certain Differences between the Proprietary Fund Statements of Net Position and the Government-Wide Statement of Net Position The proprietary fund Statement of Net Position includes reconciliation between net position—total enterprise funds and net position of business-type activities as reported in the government-wide Statement of Net Position. The description of the sole reconciliation is "adjustment to reflect the consolidation of internal service fund activities related to enterprise funds." The details are as follows: Internal Payable Representing Costs less than Charges to Business- Type Activities- Current Year $ 187,004 D. Explanation of Certain Differences between the Proprietary Fund Statements of Revenues, Expenses, and Changes in Fund Net Position and the Government-Wide Statement of Activities Another element of that reconciliation states that "Internal Service Funds are used by management to charge the costs of providing various services for the City." The details of this difference are as follows: Net adjustment to Increase Net Change in Fund Balances- Total Enterprise Funds to Arrive at Changes in Net Position of Business- Type Activities $ 44,624 62 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 3— STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Budgetary Information Budgets are adopted on a basis consistent with accounting principles generally accepted in the United States of America. Annually appropriated budgets are adopted for the General Fund. Budgeted amounts present the originally adopted budget and final amended budget approved by the City Council. The City does not use encumbrances. Budgeted expenditure appropriations lapse at year-end. 1. In August of each year, City staff submits to the City Council, a proposed operating budget for the year commencing the following January 1. The operating budget includes proposed expenditures and the means of financing them for the upcoming year. 2. Public hearings are conducted to obtain taxpayer comments. 3. The budget is legally enacted through passage of a resolution after obtaining taxpayer comments. 4. Expenditures may not legally exceed budgeted appropriations at the division level. The division level expenditures are presented in the schedule of revenues, expenditures and changes in fund balances—budget and actual—general fund. No fund's budget can be increased without City Council approval. The City Council may authorize transfer of budgeted amounts between divisions within any fund. Management may amend budgets within a division level, so long as the total division budget is not changed. 5. An annual budget is adopted for the General Fund. Annual appropriated budgets are not adopted for Debt Sei vice Funds because effective budgetary control is alternatively achieved through bond indenture provisions. Budgetary control for Capital Projects Funds is accomplished through the use of project controls and budgets are not adopted. 6. Budgeted amounts are as originally adopted and as amended by the City Council. Individual amendments were not material in relation to the original amounts budgeted. Budgeted expenditure appropriations lapse at year-end NOTE 4—DEPOSITS AND INVESTMENTS A. Deposits In accordance with applicable Minnesota Statutes, the City and the Component Unit maintains deposits at depository banks authorized by the City Council and the Commissioners. Custodial Credit Risk: As of December 31, 2015, the City and Commission's bank balances were not exposed to custodial credit risk because they were insured through Federal Deposit Insurance Corporation(FDIC) and properly collateralized with securities held by the pledging financial institutions' trust departments or agents in the City's name. 63 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 4—DEPOSITS AND INVESTMENTS A. Deposits (Continued) As of December 31, 2015, the City had the following deposits: City Deposits $ 668,954 Component Unit Deposits 9,612,256 Total Deposits $ 10,281,210 B. Investments As of December 31, 2015, the City held the following investments: Years to Maturity Less than Moody's Fair Value One Year 1-5 Years 5-10 Years 10-15 Years Concentration Rating Certificate ofDeposit 7,238,417 $ 3,007,576 $ 4,230,841 $ - $ - 10.98% NR Money Market Fund 9,736,175 9,736,175 - - - 14.76% NR Mortgage FFCB 1,959,795 759,615 1,200,180 - - 2.97% AAA FHLB 2,378,561 210,852 1,682,109 485,600 - 3.61% AAA FHLMC 5,140,434 500,067 2,277,535 66,193 2,296,639 7.80% AAA FNMA 2,525,473 2,544 830,275 - 1,692,654 3.83% NR Municipal Bond 12,293,375 332,033 9,238,417 2,722,925 - 18.64% AAA-BAA US Treasury Notes 24,671,860 499,160 24,172,700 - - 37.41% AAA Total Investments $ 65,944,090 $15,048,022 $43,632,057 $ 3,274,718 $ 3,989,293 100.00% As of December 31, 2015, the component units had the following investments: Years to Maturity Less than Fair Value One Year 1-5 Years Concentration Rating US Agencies $ 6,099,828 $ 2,201,006 $ 3,898,822 16.77% AAA U.S. Treasuries 12,087,664 3,525,898 8,561,766 33.25% AAA Brokered Cash 5,187 5,187 - 0.01% N/A 4M Fund 18,095,210 18,095,210 - 49.76% N/A Money Market Fund 75,226 75,226 - 0.21% N/A Total $ 36,363,115 $ 23,902,527 $ 12,460,588 100.00% Custodial Credit Risk—Investments: As of December 31, 2015, all investments of the City and the component units were insured, registered and held by the City or its agent and in the City's name, or by the SPUC and in the SPUC's name. Concentration of Credit Risk: As of December 31, 2015, the City held investments that exceeded 5% of its total investments for all funds as noted in the table on the previous page. The component units' investments noted in the table above exceeded 5% of its total investments as of December 31, 2015. 64 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 4—DEPOSITS AND INVESTMENTS B. Investments (Continued) The following is a summary of total deposits and investments as of December 31, 2015: Deposits(Note 3.A.) $ 10,281,210 City Investments 65,944,090 Component Unit Investments 36,363,115 City Petry Cash 3,524 Component Unit Petty Cash 1,700 Total Deposits and Investments $ 112,593,639 Deposits and investments are presented in the December 31, 2015 basic financial statements as follows: City Component Funds Units Total Statement of Net Position: Cash and Investments $ 63,767,739 $32,467,135 $ 96,234,874 Restricted Assets - 13,509,936 13,509,936 Statement of Fiduciary Net Position: Cash and Investments 2,848,829 - 2,848,829 Total $ 66,616,568 $45,977,071 $112,593,639 NOTE 5—RECEIVABLES/UNAVAILABLE REVENUE A. Taxes and Assessments Governmental funds report unavailable revenue in connection with receivables for revenues that are not considered to be available to liquidate liabilities of the current period. Governmental funds also defer revenue recognition in connection with resources that have been received,but not yet earned. At the end of the current year, the various components of unavailable revenue reported in the governmental funds were as follows: Delinquent Delinquent Deferred Property Special Special Taxes Assessments Assessments Total General Fund $ 145,557 $ 5,786 $ 39,975 $ 191,318 Economic Development Authority 29 - - 29 2012A Refunding Bonds - - 1,599,298 1,599,298 Capital Improvements - 855 3,059,926 3,060,781 Nonmajor Funds 372 21,701 586,801 608,874 Total $ 145,958 $ 28,342 $5,286,000 $5,460,300 65 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 6— CAPITAL ASSETS Governmental capital asset activity for the year ended December 31, 2015 was as follows: Beginning Ending Balance Increases Decreases Balance Governmental Activities: Capital Assets not being Depreciated: Land $ 20,782,779 $ 124,326 $ - $ 20,907,105 Right Of-Way 253,904 - - 253,904 Construction in Progress 2,671,223 4,068,850 2,603,998 4,136,075 Total Capital Assets not being Depreciated 23,707,906 4,193,176 2,603,998 25,297,084 Capital Assets being Depreciated: Buildings 37,813,235 501,260 - 38,314,495 Infrastructure 141,841,376 2,711,215 - 144,552,591 Machinery and Equipment 14,841,862 2,730,755 1,138,603 16,434,014 Total Capital Assets being Depreciated 194,496,473 5,943,230 1,138,603 199,301,100 Less Accumulated Depreciation for: Buildings 11,772,662 910,741 - 12,683,403 Infrastructure 70,370,040 4,693,451 - 75,063,491 Machinery and Equipment 7,831,125 945,618 971,482 7,805,261 Total Accumulated Depreciation 89,973,827 6,549,810 971,482 95,552,155 Total Capital Assets being Depreciated,Net 104,522,646 (606,580) 167,121 103,748,945 Governmental Activities Capital Assets,Net $128,230,552 $ 3,586,596 $ 2,771,119 $129,046,029 Depreciation expense was charged to functions/programs of the City as follows: Governmental Activities: General Government $ 186,849 Public Safety 635,429 Public Works 4,871,404 Parks and Recreation 856,128 Total Depreciation Expense- Governmental Activities $ 6,549,810 66 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 6— CAPITAL ASSETS Business-type capital asset activity for the year ended December 31, 2015 was as follows: Beginning Ending Balance Increases Decreases Balance Business-Type Activities: Capital Assets not being Depreciated: Land $ 3,796,803 $ - $ - $ 3,796,803 Right-Of-Way 447,746 - - 447,746 Construction in Progress 1,716,056 195,238 1,699,520 211,774 Total Capital Assets not being Depreciated 5,960,605 195,238 1,699,520 4,456,323 Capital Assets being Depreciated: Line Rights 1,368,569 - - 1,368,569 Plant in Service 80,126,743 4,283,527 - 84,410,270 Machinery and Equipment 4,044,505 135,642 126,206 4,053,941 Total Capital Assets being Depreciated 85,539,817 4,419,169 126,206 89,832,780 Less Accumulated Depreciation for: Line Rights 527,026 24,734 - 551,760 Plant in Service 21,594,826 1,316,626 - 22,911,452 Machinery and Equipment 1,547,471 324,078 32,027 1,839,522 Total Accumulated Depreciation 23,669,323 1,665,438 32,027 25,302,734 Total Capital Assets being Depreciated,Net 61,870,494 2,753,731 94,179 64,530,046 Business-Type Activities Capital Assets, Net $ 67,831,099 $2,948,969 $1,793,699 $ 68,986,369 Depreciation expense was charged to functions/programs of the City as follows: Business-Type Activities: Sanitary Sewer $ 770,616 Storm Drainage 777,711 Refuse 117,111 Total Depreciation Expense- Business-Type Activities $ 1,665,438 67 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 6— CAPITAL ASSETS Component unit capital asset activity for the year ended December 31, 2015 was as follows: Beginning Ending Balance Increases Decreases Balance Component Unit Capital Assets not being Depreciated: Land and Land Rights $ 5,097,532 $ - $ - $ 5,097,532 Construction in Progress 4,135,537 6,301,111 2,161,845 8,274,803 Total Capital Assets not being Depreciated 9,233,069 6,301,111 2,161,845 13,372,335 Capital Assets being Depreciated: Distribution 85,335,275 2,161,845 194,924 87,302,196 General 13,765,585 417,022 89,334 14,093,273 Total Capital Assets being Depreciated 99,100,860 2,578,867 284,258 101,395,469 Less Accumulated Depreciation 33,693,712 2,890,536 140,763 36,443,485 Total Capital Assets being Depreciated,Net 65,407,148 (311,669) 143,495 64,951,984 Component Unit Capital Assets,Net $ 74,640,217 $ 5,989,442 $ 2,305,340 $78,324,319 Depreciation expense was charged to functions/programs of the component units as follows: Component Units: Electric $ 1,738,718 Water 1,151,818 Total Depreciation Expense - Component Units $ 2,890,536 NOTE 7—LONG-TERM DEBT A. General Obligation Bonds The City issues general obligation (G.O.) bonds to provide for financing tax increment projects, street improvements and construction of government buildings. Debt service is covered respectively by tax increments and special assessments against benefited properties with any shortfalls being paid from general taxes. G.O. bonds are direct obligations and pledge the full faith and credit of the City. These bonds generally are issued as serial bonds with equal debt service payments each year. G.O. bonds currently outstanding are shown on the following page. 69 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 7—LONG-TERM DEBT B. Revenue Bonds The Commission issues Revenue Bonds for electric and water activity. Debt service is covered through the revenue producing activities of these funds. C. Components of Long-Term Liabilities Issue interest Original Final Principal Due Within Date Rates Issue Mater ty Outstanding One Year Governmental Activities: G.O.Bonds: G.O.Lnprovement Bonds: 2006A 07/01/06 4.00% 3,440,000 02/01/17 $ 740,000 $ 380,000 2007A 02/01/07 4.00% 1,370,000 02/01/17 305,000 155,000 2007B 09/01/07 4.00% 1,445,000 02/01/18 460,000 150,000 2008A 09/01/08 3.50%4.00% 2,170,000 02/01/19 835,000 200,000 2010A 08/01/10 0.50%2.90% 1,555,000 02/01/21 775,000 135,000 G.O.Building Refunding Bonds 2004B 05/01/04 2.25%4.00% 2,275,000 02/01/17 445,000 220,000 G.O.Budding Refinding Bonds 2012A 06/14/12 1.50%2.125% 4,865,000 02/01/25 4,655,000 445,000 Total G.O.Bonds 8,215,000 1,685,000 Compensated Absences 1,892,822 851,770 Total Governmental Activities $ 10,107,822 $ 2,536,770 Business-Type Activities Compensated Absences $ 54,438 $ 24,497 Component Unit Long-Tenn Liabilities: Utility Revenue Bonds: Series 2006A Crossover Refindang Bonds 11/21/06 4.125%-4.375% 10,570,000 02/01/30 $ 8,425,000 $ 410,000 Unamortized Discounts (9,218) - Total Component Unit Long-Term Liabilities $ 8,415,782 $ 410,000 Long-term bonded indebtedness listed above were issued to finance acquisition and construction of capital facilities or to refinance (refund)previous bond issues. For the most part, the General Fund and the Employee Benefits Internal Service Fund are typically used to liquidate governmental compensated absences payable. The Sewer and Storm Drainage funds are typically used to liquidate business type compensated absences payable. 69 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 7—LONG-TERM DEBT D. Changes in Long-Term Liabilities Long-term liability information for the year ended December 31, 2015 was as follows. Beginning Ending Due Within Balance Additions Reductions Balance One Year Governmental Activities: Bonds Payable $ 13,830,000 $ - $ 5,615,000 $ 8,215,000 $ 1,685,000 Compensated Absences 1,764,948 1,025,425 897,55t 1,892,822 851,770 Total Governmental Activities $ 15,594,948 $ 1,025,425 $ 6,512,551 $10,107,822 $ 2,536,770 Business-Type Activities Compensated Absences $ 51,548 $ 38,568 $ 35,678 $ 54,438 $ 24,497 Component Unit Activites: G.O.Utility Revenue Bonds $ 8,815,000 $ - $ 390,000 $ 8,425,000 $ 410,000 Unamortized Discounts (9,838) - (620) (9,218) - Total Component UnitActivites $ 8,805,162 $ - $ 389,380 $ 8,415,782 $ 410,000 E. Governmental Activity G.O. Bonds Debt service to maturity for outstanding G.O. bonds is as follows: Year Ending Governmental Bonds December 31, Principal Interest Total 2016 $ 1,685,000 $ 192,723 $ 1,877,723 2017 1,685,000 139,200 1,824,200 2018 955,000 98,893 1,053,893 2019 815,000 74,852 889,852 2020 600,000 57,563 657,563 2021-2025 2,475,000 123,855 2,598,855 Total $ 8,215,000 $ 687,086 $ 8,902,086 70 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 7—LONG-TERM DEBT F. Component Unit Revenue Bonds Debt service to maturity for outstanding revenue bonds is as follows: Year Ending Utility Revenue Bonds December 31, Principal Interest Total 2016 $ 410,000 $ 354,888 $ 764,888 2017 425,000 337,400 762,400 2018 445,000 318,912 763,912 2019 460,000 299,681 759,681 2020 480,000 279,706 759,706 2021-2025 2,745,000 1,065,259 3,810,259 2026-2030 3,460,000 393,750 3,853,750 Total $ 8,425,000 $ 3,049,596 $ 11,474,596 G. Refunding Bonds In June 2012, the City issued$ 4,865,000 G.O. Improvement Refunding Bonds to refund G.O. Bonds, Series 2004A, maturing in years 2014 through 2025 and G.O. Bonds, Series 2004D, maturing in years 2015 through 2025. The net proceeds of$ 4,951,424 were deposited with an escrow agent to provide for the payment of the principal maturities at the call date of the refunded bonds and for the interest on the refunding bonds through the call date. The City is responsible for the principal and interest payments on the remaining refunded bond issues through the call date. The call date for the refunded G.O. Bonds, Series 2004A was February 1, 2014 and the call date for the refunded G.O. Bonds, Series 2004D was February 1, 2015. The refunding resulted in reduction of future debt service payments of $ 442,330 and a net present value savings of$ 387,886. NOTE 8— CONDUIT DEBT OBLIGATIONS Conduit debt obligations are certain limited obligation revenue bonds or similar debt instruments issued for the express purpose of providing capital financing for a specific third party. The City has issued various revenue bonds to provide funding to private-sector entities for projects deemed to be in the public interest. Although these bonds bear the name of the City, the City has no obligation for such debt beyond the resources provided by related leases or loans. Accordingly, the bonds are not reported as liabilities in the financial statements of the City. 71 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 8— CONDUIT DEBT OBLIGATIONS As of December 31, 2015, the following conduit debt was outstanding: Date of Original Amount Balance Project Issue of Issue Outstanding St.Francis Regional Medical Center 12/23/87 $ 8,000,000 $ 710,000 Health Care Facilities Revenue Bond Series 1987 Scott County CDA Housing Development 07/15/06 905,000 370,000 2006D Refunding- River City Center Project Scott County CDA Housing Development 04/26/12 5,885,000 5,375,000 2012A Refunding- North Ridge Court Redevelopment Scott County CDA Housing Development 12/01/13 2,330,000 2,170,000 2013A Refunding- River City Center Project Scott County CDA Housing Development 12/01/13 1,220,000 1,195,000 2013E Refunding- River City Center Project Benedictine Health System Obligated Group 12/01/13 9,485,000 8,354,587 Health Care and Housing Facilities Revenue Refunding Note Series 2013A Benedictine Health System Obligated Group 12/01/13 9,575,000 8,875,776 Health Care and Housing Facilities Revenue Refunding Note Series 2013B St.Francis Regional Medical Center 06/18/14 41,865,000 40,290,000 Health Care Facilities Revenue Refunding Bond Series 2014 Recovery Technology Solutions Shakopee, LLC Project 12/01/14 16,000,000 16,000,000 Solid Waste Revenue Bond Series 2014 Total $ 83,340,362 72 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 9—INTERFUND ASSETS/LIABILITIES The composition of interfund balances as of December 31, 2015 is as follows: Receivable Fund Payable Fund Amount Internal Service Fund Community Center&Ice Arena $ 897,344 Sewer Fund Refuse Fund 47,332 Total $ 944,676 The due from/due to other funds balance represents borrowing to eliminate a cash deficit. This will be repaid as funds are available. NOTE 10—ADVANCE FROM/TO OTHER FUNDS The composition of advance from/to other funds as of December 31, 2015 is as follows: Receivable Fund Payable Fund Amount Sewer Fund Refuse Fund $ 960,330 Internal Service Fund Economic Development Authority 941,394 Internal Service Fund Nonmajor Governmental Funds 450,000 Total $ 2,351,724 The advance between the Sewer Fund and Refuse Fund represents a long term interfund loan which was used to purchase garbage carts. This will be repaid over 10 years with revenue collected for cart usage at rate of I% interest. The advance between the Internal Service fund and Nonmajor Governmental Fund represents a long term interfund loan which was used to recreate a Property Acquisition Fund. This will be repaid over 10 years with proceeds from the sale of land or tax levy at rate of 0% interest. The advance between the Internal Service fund and Economic Development Authority Fund represents a long term interfund loan which was used to purchase land which will be resold. This will be repaid once the parcels are sold or developed at rate of 0% interest. 73 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 11 —INTERFUND TRANSFERS Transfer In Transfer Out Governmental Funds: General Fund (1) (2) (3) (9) $ 250,000 $ 3,515,466 Economic Development Authority(2) (5) 1,450,385 - 2004D Building Bonds (4) (7) 466,680 633,200 2012A Refunding Bonds (7) 633,200 - Capital Improvements (3) (6) (8) 1,396,822 150,000 Other Governmental Funds (6) (8) (10) 1,938,257 846,786 Total Governmental Funds 6,135,344 5,145,452 Proprietary Funds: Sewer Fund (1) (5) (6) 30,008 675,385 Storm Drainage Fund(1) (6) 97,165 125,000 Total Proprietary Funds 127,173 800,385 Internal Service Funds: Buildings (4) - 466,680 Information and Technology(9) 150,000 - Total Internal Service Funds 150,000 466,680 Total $ 6,412,517 $ 6,412,517 (1) Annual transfer to finance General Fund (2) Annual transfer to fund operations and improvement loan program (3) Annual transfer to fund infrastructure projects (4) Annual transfer for bond payment (5) Transfer SAC Credit funds to EDA as business subsidies. (6) Transfer for capital project prior year expenses reimbursement (7) Transfer to close 2004D Building Bonds to 2012A Refunding Bonds (8) Transfer from Capital Improvements to Park Reserve for the Huber park project. (9) Transfer from General Fund to Information and Technology Internal Service Fund to purchase software (10) Transfer to close 2004C GO Improvement Bonds to City Hall Fund 74 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12— PENSION PLANS Public Employees' Retirement Association A. Plan Description The City participates in the following cost-sharing multiple-employer defined benefit pension plans administered by PERA. PERA's defined benefit pension plans are established and administered in accordance with Minnesota Statutes, Chapters 353 ad 356. PERA's defined benefit pension plans are tax qualified plans under Section 401(a) of the Internal Revenue Code. General Employees Retirement Fund(GERF) All full-time and certain part-time employees of the City are covered by the GERF. GERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated Plan members are covered by Social Security and Basic Plan members are not. The Basic Plan was closed to new members in 1967. All new members must participate in the Coordinated Plan. Public Employees Police and Fire Fund (PEPFF) The PEPFF, originally established for police officers and firefighters not covered by a local relief association, now covers all police officers and firefighters hired since 1980. Effective July 1, 1999, the PEPFF also covers police officers and firefighters belonging to a local relief association that elected to merge with and transfer assets and administration to PERA. B. Benefits Provided PERA provides retirement, disability, and death benefits. Benefit provisions are established by state statute and can only be modified by the state legislature. Benefit increases are provided to benefit recipients each January. Increases are related to the funding ratio of the plan. Members in plans that are at least 90% funded for two consecutive years are given 2.5% increases. Members in plans that have not exceeded 90% funded, or have fallen below 80%, are given 1% increases. The benefit provisions stated in the following paragraphs of this section are current provisions and apply to active plan participants. Vested, terminated employees who are entitled to benefits but are not receiving them yet are bound by the provisions in effect at the time they last terminated their public service. 75 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12— PENSION PLANS (CONTINUED) Public Employees' Retirement Association (Continued) B. Benefits Provided (Continued) GERF Benefits Benefits are based on a member's highest average salary for any five successive years of allowable service, age and years of credit at termination of service. Two methods are used to compute benefits for PERA's Coordinated and Basic Plan members. The retiring member receives the higher of a step-rate benefit accrual formula (Method 1) or a level accrual formula (Method 2). Under Method 1, the annuity accrual rate for a Basic Plan member is 2.2% of average salary for each of the first ten years of service and 2.7% for each remaining year. The annuity accrual rate for a Coordinated Plan member is 1.2% of average salary for each of the first ten years and 1.7% for each remaining year. Under Method 2, the annuity accrual rate is 2.7% of average salary for Basic Plan members and 1.7% for Coordinated Plan members for each year of service. For members hired prior to July 1, 1989, a full annuity is available when age plus years of service equal 90 and normal retirement age is 65. For members hired on or after July 1, 1989, normal retirement age is the age for unreduced Social Security benefits capped at 66. Disability benefits are available for vested members, and are based upon years of service and average high-five salary. PEPFF Benefits Benefits for the PEPFF members first hired after June 30, 2010,but before July 1, 2014, vest on a prorated basis from 50% after five years up to 100% after ten years of credited service. Benefits for PEPFF members first hired after June 30, 2014, vest on a prorated basis from 50% after ten years up to 100% after twenty years of credited service. The annuity accrual rate is 3% of average salary for each year of service. For PEPFF who were first hired prior to July 1, 1989, a full annuity is available when age plus years of service equal at least 90. C. Contributions Minnesota Statutes Chapter 353 sets the rates for employer and employee contributions. Contribution rates can only be modified by the state legislature. 76 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12—PENSION PLANS (CONTINUED) Public Employees' Retirement Association (Continued) C. Contributions (Continued) GERF Contributions Basic Plan members and Coordinated Plan members were required to contribute 9.1% and 6.50%, respectively, of their annual covered salary in calendar year 2015. The City was required to contribute 11.78% of pay for Basic Plan members and 7.50% for Coordinated Plan members in calendar year 2015. The City's contributions to the GERF for the year ended December 31, 2015, was $ 407,082. The City's contributions were equal to the required contributions as set by state statute. The Commission's contributions to the GERF for the year ended December 31, 2015, was $ 263,747. The Commission's contributions were equal to the required contributions as set by state statute. PEPFF Contributions Plan members were required to contribute 10.8% of their annual covered salary in calendar year 2015. The City was required to contribute 16.20% of pay for PEPFF members in calendar year 2015. The City's contributions to the PEPFF for the year ended December 31, 2015, were $ 685,234. The City's contributions were equal to the required contributions as set by state statute. D. Pension Costs GERF Pension Costs At December 31, 2015, the City reported a liability of$ 4,819,743 for its proportionate share of the GERF's net pension liability. The net pension liability was measured as of June 30, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City's proportion of the net pension liability was based on the City's contributions received by PERA during the measurement period for employer payroll paid dates from July 1, 2014, through June 30, 2015, relative to the total employer contributions received from all of PERA's participating employers. At June 30, 2015, the City's proportion was 0.0930%. For the year ended December 31, 2015, the City recognized pension expense of$ 539,115 for its proportionate share of GERF's pension expense. At December 31, 2015, the City reported its proportionate share of GERF's deferred outflows of resources and deferred inflows of resources, and its contributions subsequent to the measurement date, from the sources on the following page. 77 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12—PENSION PLANS Public Employees' Retirement Association (Continued) D. Pension Costs (Continued) Deferred Deferred Outflows of Inflows of Resources Resources Differences between expected and actual economic experience $ - $ 242,997 Difference between projected and actual investment earnings 456,263 - Changes in proportion - 310,035 Contributions paid to PERA subsequent to the measurement date 203,541 - Total $ 659,804 $ 553,032 $ 203,541 reported as deferred outflows of resources related to pensions resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2016. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Year Ending December 31, 2016 $ (70,278) 2017 (70,278) 2018 (70,278) 2019 114,065 PEPFF Pension Costs At December 31, 2015, the City reported a liability of$ 5,363,024 for its proportionate share of the PEPFF's net pension liability. The net pension liability was measured as of June 30, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City's proportion of the net pension liability was based on the City's contributions received by PERA during the measurement period for employer payroll paid dates from July 1, 2014, through June 30, 2015, relative to the total employer contributions received from all of PERA's participating employers. At June 30, 2015, the City's proportion was 0.4720 %. 79 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12—PENSION PLANS Public Employees' Retirement Association (Continued) D. Pension Costs (Continued) For the year ended December 31, 2015, the City recognized pension expense of$ 967,378 for its proportionate share of the PEPFF's pension expense. The City also recognized $ 42,480 for the year ended December 31, 2015, as pension expense (and grant revenue) for its proportionate share of the State of Minnesota's on-behalf contributions to the PEPFF. Legislation passed in 2013 required the State of Minnesota to begin contributing $9 million to the PEPFF each year, starting in fiscal year 2014. At December 31, 2015, the City reported its proportionate share of the PEPFF's deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Outflows of Deferred Inflows Resources of Resources Differences between expected and actual economic experience $ - $ 869,707 Difference between projected and actual investment earnings 934,418 - Changes in proportion 216,008 - Contributions paid to PEPFF subsequent to the measurement date 342,617 - Total $ 1,493,043 $ 869,707 $ 342,617 reported as deferred outflows of resources related to pensions resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2016. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Year Ending December 31, 2016 $ 102,866 2017 102,866 2018 102,866 2019 102,866 2020 (130,745) 79 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12—PENSION PLANS Public Employees' Retirement Association (Continued) D. Pension Costs (Continued) Component Unit's GERF Pension Costs At December 31, 2015, the Commission reported a liability of$ 3,150,972 for its proportionate share of the GERF's net pension liability. The net pension liability was measured as of June 30, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The Commission's proportion of the net pension liability was based on the Commission's contributions received by PERA during the measurement period for employer payroll paid dates from July 1, 2014, through June 30, 2015, relative to the total employer contributions received from all of PERA's participating employers. At June 30, 2015, the Commission's proportion was 0.0608%. For the year ended December 31, 2015, the Commission recognized pension expense of$ 360,124 for its proportionate share of GERF's pension expense. At December 31, 2015, the Commission reported its proportionate share of GERF's deferred outflows of resources and deferred inflows of resources, and its contributions subsequent to the measurement date, from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Differences between expected and actual economic experience $ - $ 158,862 Difference between projected and actual investment earnings 298,288 - Changes in proportion - 179,679 Contributions paid to PERA subsequent to the measurement date 138,611 - Total $ 436,899 $ 338,541 $ 138,611 reported as deferred outflows of resources related to pensions resulting from Commission contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2016. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense on the following page. so CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12—PENSION PLANS Public Employees' Retirement Association (Continued) D. Pension Costs (Continued) Year Ending December 31, 2016 $ (38,275) 2017 (38,275) 2018 (38,275) 2019 74,572 E. Actuarial Assumptions The total pension liability in the June 30, 2015, actuarial valuation was detennined using the entry age normal actuarial cost method and the following actuarial assumptions: Inflation 2.75 % Per Year Active member payroll growth 3.50 % Per Year Investment rate of return 7.90 % Salary increases were based on a service-related table. Mortality rates for active members,retirees, survivors, and disabilitants were based on RP-2000 tables for males or females, as appropriate, with slight adjustments. Benefit increases for retirees are assumed to be 1% effective every January Is' through 2026 and 2.5%thereafter. Actuarial assumptions used in the June 30, 2015, valuation were based on the results of actuarial experience studies. The experience study in the GERF was for the period July 1, 2004 through June 30, 2008, with an update of economic assumptions in 2014. Experience studies have not been prepared for PERA's other plans,but assumptions are reviewed annually. The long-term expected rate of return on pension plan investments is 7.9%. The State Board of Investment, which manages the investments of PERA,prepares an analysis of the reasonableness of the long-term expected rate of return on a regular basis using a building-block method in which best- estimate ranges of expected future rates of return are developed for each major asset class. These ranges are combined to produce an expected long-tern rate of return by weighting the expected future rates of return by the target asset allocation percentages. The target allocation and best estimates of arithmetic real rates of return for each major asset class are summarized in the table on the following page. 81 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12—PENSION PLANS (CONTINUED) Public Employees' Retirement Association (Continued) E. Actuarial Assumptions (Continued) Long Term Expected Real Asset Class Target Allocation Rate of Return Domestic stocks 45% 5.50 % International stock 15% 6.00 Bonds 18% 1.45 Alternative assets 20% 6.40 Cash 2% 0.50 Total 100% F. Discount Rate The discount rate used to measure the total pension liability was 7.9%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will be made at the rates specified in statute. Based on those assumptions, each of the pension plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. G. Pension Liability Sensitivity The following table presents the City's proportionate share of the net pension liability for all plans it participates in, calculated using the discount rate disclosed in the preceding paragraph, as well as what the City's proportionate share of the net pension liability would be if it were calculated using a discount rate 1 percentage point lower or 1 percentage point higher than the current discount rate: I% Decrease in I%Increase in Discount Rate Discount Rate Discount Rate (6.9%) (7.9%) (8.9%) City's proportionate share of the GERF net pension liability $ 7,578,349 $ 4,819,743 $ 2,541,558 City's proportionate share of the PEPFF net pension liability $ 10,452,591 $ 5,363,024 $ 1,158,156 Commission's proportionate share of the GERF net pension liability $ 4,954,447 $ 3,150,972 $ 1,661,578 82 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12—PENSION PLANS (CONTINUED) Public Employees' Retirement Association (Continued) H. Pension Plan Fiduciary Net Position Detailed information about each pension plan's fiduciary net position is available in a separately-issued PERA financial report that includes financial statements and required supplementary information. That report may be obtained on the Internet at www.mnpera.org; by writing to PERA at 60 Empire Drive #200, St. Paul, Minnesota, 55103-2088; or by calling (651) 296-7460 or 1-800-652-9026. Defined Contribution Plan Four Council Members of the City are covered the Public Employees Defined Contribution Plan (PEDCP), a multiple-employer deferred compensation plan administered by PERA. The PEDCP is a tax qualified plan under Section 401(a) of the Internal Revenue Code and all contributions by or on behalf of employees are tax deferred until time of withdrawal. Plan benefits depend solely on amounts contributed to the plan plus investment earnings, less administrative expenses. Minnesota Statutes, Chapter 353D.03, specifies plan provisions, including the employee and employer contribution rates for those qualified personnel who elect to participate. An eligible elected official who decides to participate contributes 5% of salary which is matched by the elected official's employer. For ambulance service personnel, employer contributions are determined by the employer, and for salaried employees must be a fixed percentage of salary. Employer contributions for volunteer personnel may be a unit value for each call or period of alert duty. Employees who are paid for their services may elect to make member contributions in an amount not to exceed the employer share. Employer and employee contributions are combined and used to purchase shares in one or more of the seven accounts of the Minnesota Supplemental Investment Fund. For administering the plan, PERA receives 2% of employer contributions and twenty-five hundredths of 1% (.0025) of the assets in each member's account annually. Total contributions made by the City during fiscal year 2015 were: Contribution Amount Percentage of Covered Payroll Employee Employer Employee Employer Required Rate $ 2,250 $ 2,250 5% 5% 5% Defined Benefit Pension Plan—Volunteer Fire Fighter's Relief Association A. Plan Description The Shakopee Firefighter's Relief Association is the administrator of a single employer defined benefit pension plan established to provide benefits for members of the Shakopee Fire Department per Minnesota State Statutes. 83 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12— PENSION PLANS (CONTINUED) Defined Benefit Pension Plan—Volunteer Fire Fighter's Relief Association (Continued) A. Plan Description (Continued) The Association issues a publicly available financial report that includes financial statements and required supplementary information. That report may be obtained by writing to Shakopee Fire Relief Association, 129 Holmes Street South, Shakopee, Minnesota 55379 or by calling 952-233-9570. B. Benefits Provided Volunteer firefighters of the City are members of the Shakopee Fire Fighter's Relief Association.Full retirement benefits are payable to members who have reached age 50 and have completed 20 years of service for lump sum service pension. Partial benefits are payable to members who have reached 50 and have completed 5 years of service. Disability benefits and widow and children's survivor benefits are also payable to members or their beneficiaries based upon requirements set forth in the bylaws. These benefit provisions and all other requirements are consistent with enabling state statutes. C. Employees Covered by Benefit Terms At December 31, 2014, the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 0 Inactive employees entitled to but not yet receiving benefits 14 Active Employees 44 Total 58 D. Contributions. Minnesota Statutes Chapter 424A.092 specifies minimum support rates required on an annual basis. The minimum support rates from the municipality and from State aids are determined as the amount required to meet the normal cost plus amortizing any existing prior service costs over a ten year period. The City's obligation is the financial requirement for the year less state aids. Any additional payments by the City shall be used to amortize the unfunded liability of the relief association. The Association is comprised of volunteers: therefore, there are no payroll expenditures (i.e. there are no covered payroll percentage calculations). During the year, the City recognized as revenue and as an expenditure an on behalf payment of$ 244,626 made by the State of Minnesota for the Relief Association. E. Net Pension Liability The City's net pension liability was measured as of December 31, 2014, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. 84 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12— PENSION PLANS (CONTINUED) Defined Benefit Pension Plan—Volunteer Fire Fighter's Relief Association (Continued) E. Net Pension Liability (Continued) Actuarial assumptions. The total pension liability in the December 31, 2014, actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 2.75 % Salary increase 0.00 %, average, including inflation Investment rate of return 6.00 %, net of pensions plan investment expense: including inflation The Association is comprised of volunteers; therefore, there are no salary increases. The value of death benefits is similar to the value of the retirement pension. Because of low retirement ages, the plan assumes no pre-retirement mortality. Post-retirement mortality does not apply as the benefit structure and form of payment do not reflect lifetime benefits. The long-term return on assets has been set based on the plan's target investment allocation along with long-term return expectations by asset class. When there is sufficient historical evidence of market outperformance, historical average returns may be considered. Best estimates of arithmetic real rates of return for each major asset class included in the pension plan's target asset allocation as of the measurement date are summarized in the table below. Target Long-Term Expected Asset Class Allocation Real Rate of Return Domestic Equity 59.99% 5.25% International Equity 12.68% 5.25% Fixed Income 13.18% 1.75% Real Estate and Alternatives 1.32% 3.75% Cash and Equivalents 12.83% 0.25% Total 100.00% Discount rate. The discount rate used to measure the total pension liability was 6.00 %. Assets were projected using expected benefit payments and expected asset returns. Expected benefit payments by year were discounted using the expected asset return assumption for years in which the assets were sufficient to pay all benefit payments. Any remaining benefit payments after the trust fund is exhausted are discounted at the municipal bond rate. The equivalent single rate is the discount rate. 85 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12— PENSION PLANS (CONTINUED) Defined Benefit Pension Plan—Volunteer Fire Fighter's Relief Association (Continued) F. Changes in the Net Pension Liability Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a)- (b) Balances at December 31,2014 $ 3,903,491 $ 5,135,900 $ (1,232,409) Changes for the year Service Cost 135,715 - 135,715 Interest 224,377 - 224,377 Difference between expected and actual experience - - - Contnbutions- Employer - 341,036 (341,036) Contributions- Employee - - Net Investment Income - 315,532 (315,532) Benefit Payments, including refunds of employee contributions (599,181) (599,181) - Administrative Expense - (10,897) 10,897 Other Charges - - - Net Changes $ (239,089) $ 46,490 $ (285,579) Balances at December 31,2015 $ 3,664,402 $ 5,182,390 $ (1,517,988) Sensitivity of the net pension liability to changes in the discount rate. The following presents the net pension liability of the City, calculated using the discount rate disclosed on the proceeding page, as well as what the City's net pension liability would be if it were calculated using a discount rate that is 1- percentage point lower or 1 percentage point higher than the current discount rate: 1%Decrease in Current 1%Increase in Discount Rate Discount Rate Discount Rate (5%) (6%) (7%) City's proportionate share of the Relief net pension asset $ 1,400,355 $ 1,517,988 $ 1,630,278 86 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 12— PENSION PLANS (CONTINUED) Defined Benefit Pension Plan—Volunteer Fire Fighter's Relief Association (Continued) F. Changes in the Net Pension Liability (Continued) Pension plan fiduciary net position. Detailed information about the pension plan's fiduciary net position is available in the separately issued relief association financial report. G. Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions For the year ended December 31, 2014, the City recognized pension expense of$ 67,816. At December 31, 2014, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Contributions paid subsequent to the measurement date $ 243,626 $Net Difference Between Projected and Actual Earnings on Pension Plan Investments - 12,359 Total $ 243,626 $ 12,359 $243,626 reported as deferred outflows of resources related to pensions resulting from State contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2016. Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Year Ending December 31, 2016 $ (3,090) 2017 (3,090) 2018 (3,090) 2019 (3,089) H. Payable to the Pension Plan At December 31, 2015, the City reported a payable of$ 0 for the outstanding amount of contributions to the pension plan required for the year ended December 31, 2015. 87 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 13—POST EMPLOYMENT HEALTH BENEFITS PLAN A. Plan Description The City provides a single-employer defined benefit health care plan to eligible retirees and their spouses. The plan offers medical coverage administered by Medica. It is the City's policy to periodically review its medical coverage and to obtain requests for proposals in order to provide the most favorable benefits and premiums for City employees and retirees. B. Funding Policy Retirees and their spouses contribute to the health care plan at the same rate as City employees. This results in the retirees receiving an implicit rate subsidy. Contribution requirements are established by the City, based on the contract terms with Medica. The required contributions are based on projected pay-as-you-go financing requirements. For the year 2015, the City contributed$ 69,166 to the plan. As of January 1, 2015, there were six retirees and two disabled officers receiving health benefits from the City's health plan. For the most part, the General Fund and the Employee Benefits Internal Service Fund are typically used to liquidate net other post employment benefit obligations. C. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB cost (expense) is calculated based on the annual required contribution (ARC) of the City, an amount actuarially determined in accordance with the parameters of GASB Statement No. 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The following table shows the components of the City's annual OPEB cost of the year, the amount actually contributed to the plan, and changes in the City's net OPEB obligation to the plan. ARC $ 259,494 Interest on Net OPEB Obligation 49,739 Adjustment to ARC (71,911) Annual OPEB Cost(Expense) 237,322 Contribution Made (69,166) Increase in Net OPEB Obligation 168,156 Net OPEB Obligation-Beginning of Year 1,243,484 Net OPEB Obligation-End of Year $ 1,411,640 The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan and the net OPEB obligation for 2015 was as follows: Percentage of Fiscal Year Annual OPEB Employer Annual OPEB Net OPEB End Cost Contribution Cost Contributed Obligation 12/31/15 $ 237,322 $ 69,166 29% $ 1,411,640 12/31/14 231,421 55,738 24% 1,243,484 12/31/13 225,363 45,522 20% 1,067,801 89 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 13—POST EMPLOYMENT HEALTH BENEFITS PLAN D. Funded Status and Funding Progress As of January 1, 2013, the most recent actuarial valuation date, the City had no assets deposited to fund the plan. The actuarial accrued liability for benefits was $ 1,938,082 and the actuarial value of assets was $ 0, resulting in an unfunded actuarial accrued liability (UAAL) of$ 1,938,082. The covered payroll (annual payroll of active employees covered by the plan) was $ 8,738,120 and the ratio of the UAAL to the covered payroll was 22.2%. Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the health care cost trend. Amounts determined regarding the funded status of the plan and the ARC of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The Schedule of Funding Progress— Other Post Employment Benefits, presented as required supplementary information following the Notes to the Financial Statements, presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. E. Actuarial Methods and Assumptions Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities, consistent with the long-term perspective of the calculations. In the January 1, 2013 actuarial valuation, the projected unit credit actuarial cost method was used. The actuarial assumptions included a 4.0 % discount rate, which is based on the investment yield expected to finance benefits depending on whether the plan is funded in a separate trust (about 7.0% to 8.5%, long- term, similar to a pension plan) or unfunded (3.5%to 5.0%, shorter-term, based on City's general assets). The City currently does not fund this benefit. At the actuarial valuation date, the annual health care cost trend rate was calculated to be 8% initially, reduced incrementally to an ultimate rate of 5% after six years. Both rates included a 3.0% inflation assumption. The UAAL is being amortized as a level percentage of payroll on an open basis. The remaining amortization period at December 31, 2015 was 29 years. NOTE 14— SEGMENT INFORMATION The City maintains three enterprise funds that account for the sewer, storm drainage and refuse utilities. The City considers each of its enterprise funds to be a segment. Since the required segment information is already included in the City's proprietary funds' Balance Sheet and Statement of Revenues, Expenses and Changes in Fund Net Position balances, this information has not been repeated in the Notes to the Financial Statements. 89 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 15-FUND BALANCE DETAIL Fund equity balances are classified as follows to reflect the limitations and restrictions of the respective funds. Economic 2012 Community Other General Development Refunding Capital Center/lee Governmental Fund Authority Bond Improvements Arena Funds Total N onspendable: Prepaid Items $ 21,573 $ $ $ $ $ $ 21,573 Restricted: ForleAures - 180,555 180,555 SCDP Grant 4,683 4,683 Revolving Loans 260,865 260,865 Economic Development 674,910 - - 674,910 Debt Service - 1,289,479 1,795,678 3,085,157 Capitallmprovements - - 1,425,798 1,425,798 Total Restricted 674,910 1,289,479 3,667,579 5,631,968 Assigned: Teleconnrrmications - - 108,627 108,627 Capital Improvements 6,130,194 1,505,595 7,635,789 Total Assigned - 6,130,194 1,614,222 7,744,416 Unassigned: 9,818,537 (1,676,076) (39,026) 8,103,435 Total Fund Balance $ 9,840,110 $ 674,910 $ 1,289,479 $ 6,130,194 $(1,676,076) $ 5,242,775 $21,501,392 NOTE 16- COMMITTMENTS Project Work 12/31/2015 Authorization Completed Commitment Garbage Truck $ 58,827 $ - $ 58,827 Tahpah Park Lighting 57,000 51,300 5,700 Quarry Lake Park Pedestrian Bridge 167,312 - 167,312 2015 Street Reconstruction 2,167,423 2,068,907 98,516 2015 Sanitary Sewer Lateral Pipe Rehabilitation 606,316 534,886 71,430 Patterson Drive Storm Sewer Improvements 171,701 161,715 9,985 Crossing Blvd 33,170 24,373 8,797 City Hall 360,000 163,554 196,446 Ice Arena/Community Center Improvements 25,445,623 1,302,075 24,143,548 90 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 17—RISK MANAGEMENT The City purchases commercial insurance coverage through the League of Minnesota Cities Insurance Trust(LMCIT) with other cities in the state which is a public entity risk pool currently operating as a common risk management and insurance program. The City pays an annual premium to the LMCIT for its insurance coverage. The LMCIT is self-sustaining through member premiums and reinsures through commercial companies for excess claims. The City is covered through the pool for any claims incurred but unreported, however, retains risk for the deductible portion of its insurance policies. The amount of these deductibles ranges from $ 2,500 to $ 5,000 and is considered immaterial to the financial statements. There were no significant reductions in insurance from the previous year or settlements in excess of insurance coverage for any of the past three years. Through the pool, the City is subject to reassessment but due to reserves and reinsurance contracts, the likelihood is very low. The policy limits through the pool included$ 2,000,000 aggregate for liability, $ 1,500,000 for automobile coverage, $ 1,000,000 faithful performance employee bonding and $ 1,000,000 for universal umbrella coverage. Property coverage is at approximately $ 119,900,000. NOTE 18— SPECIAL ITEMS On September 9, 2014 the City signed an agreement with the Minnesota Valley Transit Authority (MVTA) to consolidate public transit services. Transit service consolidation was to take place as of January 1, 2015. As specified in the agreement, as of August 15, 2015 the City was required to transfer any remaining transit fund balance to MVTA, which totaled$634,070. NOTE 19— SUBSEQUENT EVENTS The City approved to issue G.O. Tax Abatement Bonds, Series 2016A for the construction of the ice arena and city hall remodel. The sale date is set for January 21, 2016 and the bonds will be approximately $29,500,000. An agreement dated April 14, 2016 has been executed with respect to the prepayment of the Solid Waste Revenue Bonds (Recovery Technology Solutions Shakopee, LLC Project), Series 2014 issued on December 16, 2014 in the original principal amount of$16,000,000. As of March 24, 2016, the Company has not fully completed the Project as contemplated by the Lease Agreement because the Company has been unable to satisfy certain thresholds set forth in the Lease Agreement that needed to be met before additional draws of principal on the Bonds could occur. Due to the inability to complete the Project and the condition of the oil markets, the Company has determined to sell the Site and the Facility and use the proceeds to redeem the outstanding Bonds. The Bonds are subject to optional redemption on January 1, 2021. However, the holder of one hundred percent of the Bonds has agreed to the sale of the Site and the Facility and the early redemption of the Bonds. As a result the Recovery Technology Solutions Shakopee, LLC Project Solid Waste Revenue Bonds Series 2014 have no outstanding balance as of the date of the agreement. On May 17, 2016 the City approved bids for construction of a new city hall. The total construction cost is estimated to be approximately $ 8,400,000. 91 CITY OF SHAKOPEE NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2015 NOTE 20— CHANGE IN ACCOUNTING PRINCIPLE For the year ended December 31, 2015, the City implemented GASB Statement No. 68,Accounting and Financial Reporting for Pensions and GASB Statement No. 71,Pension Transition for Contributions Made Subsequent to the Measurement Date. This resulted in an adjustment to the beginning net position on the Statement of Activities of$ 7,551,417 to add the beginning net pension liability, and an adjustment to the beginning net position on the Statement of Revenues, Expenses and Changes in Fund Net Position—Proprietary Funds of$ 306,917 to add the beginning net pension liability, and an adjustment to the beginning Statement of Net Position—Component Unit- SPUC of$ 2,967,576 to add the beginning net pension liability. NOTE 21 —PRIOR PERIOD ADJUSTMENT A prior period adjustment was required between two governmental funds to move assessments revenue on assessment 271300 and 271301 to the 2012A Refunding Bonds Debt Service. This resulted in an increase in assessment revenue in the 2012A Refunding Bonds Debt Service and a decrease in assessment revenue in the Capital Improvements Capital Project Fund in the amount of$171,082. NOTE 22—NEW STANDARDS ISSUED BUT NOT YET IMPLEMENTED GASB has issued GASB Statement No. 75,Accounting and Financial Reporting for Postemployment Benefits other than Pensions. The new statement requires governments in all types of OPEB plans to present more extensive note disclosures and required supplementary information (RSI) about OPEB liabilities. 92 REQUIRED SUPPLEMENTARY INFORMATION 93 CITY OF SHAKOPEE SCHEDULE OF FUNDING PROGRESS- OTHER POST EMPLOYMENT BENEFITS December 31,2015 Actuarial UAAL as a Actuarial Accrued Liability Unfunded Percentage of Actuarial Value of (AAL) - AAL Funded Covered Covered Valuation Assets Entry Age (UAAL) Ratio Payroll Payroll Date (a) (b) (b-a) (a/b) (c) ((b-a)/c) 01/01/08 $ - S 1,887,961 S 1,887,961 0.0% $ 6,652,669 28.4% 01/01/09 * - 1,887,961 1,887,961 0.0% 6,652,669 28.4% O1/01/10 - 1,483,810 1,483,810 0.0% 7,154,161 20.7% 01/01/11 * - 1,483,810 1,483,810 0.0% 7,154,161 20.7% 01/01/12 * - 1,483,810 1,483,810 0.0% 7,154,161 20.7% 01/01/13 - 1,938,082 1,938,082 0.0% 8,738,120 22.2% 01/01/14 * - 1,938,082 1,938,082 0.0% 8,738,120 22.2% O1101115 * - 1,938,082 1,938,082 0.0% 8,738,120 22.2% * Because an actuarial valuation is being performed once every three years,the amounts for the 01/01/08 and 01/01/09, and the 01/01/10, 01/01/11 and 01/01/12,and the 01/01/13, 01/01/14 and 01/01/15 valuation are the same. 94 CITY OF SHAKOPEE SCHEDULE OF CITY'S PROPORTIONATE SHARE OF NET PENSION LIABILITY LAST 10 YEARS GERF RETIREMENT FUND City's City's City's Proportionate Net Position as a Proportion Proportionate Share of the Net Percentage of of the Net Share of the City's Covered. Pension Liability as the Total For the Fiscal Pension Net Pension Employee a Percentage of its Pension Year Ended Liability Liability Payroll Covered Payroll Liability June 30,2015 0.0930% $ 4,819,743 $ 5,373,627 89.69% 78.19% * Schedule is to be provided prospectively beginning with the City's fiscal year ended June 30,2015,or after. 95 CITY OF SHAKOPEE SCHEDULE OF CITY'S PROPORTIONATE SHARE OF NET PENSION LIABILITY LAST 10 YEARS PEPFF RETIREMENT FUND City's City's City's Proportionate Net Position as a Proportion Proportionate Share of the Net Percentage of of the Net Share of the City's Covered. Pension Liability as the Total For the Fiscal Pension Net Pension Employee a Percentage of its Pension Year Ended Liability Liability Payroll Covered Payroll Liability June 30,2015 0.4720% $ 5,363,024 $ 4,199,481 127.71% 86.61% * Schedule is to be provided prospectively beginning with the City's fiscal year ended June 30,2015,or after. 96 CITY OF SHAKOPEE SCHEDULE OF COMPONENT UNIT'S PROPORTIONATE SHARE OF NET PENSION LIABILITY LAST 10 YEARS GERF RETIREMENT FUND Commission's Proportionate Plan Fiduciary Commission's Commission's Share of the Net Net Position as a Proportion of Proportionate Commission's Pension Liability Percentage of the Net Share of the Covered- as a Percentage of the Total For the Fiscal Pension Net Pension Employee its Covered Pension Year Ended Liability Liability Payroll Payroll Liability June 30,2015 0.0608% S 3,150,972 S 3,516,627 89.60% 78.19% * Schedule is to be provided prospectively beginning with the City's fiscal year ended June 30,2015,or after. 97 CITY OF SHAKOPEE SCHEDULE OF CITY CONTRIBUTIONS LAST 10 YEARS GERF RETIREMENT FUND Contributions Contributions in Relation to as a Percentage Statutorily the Statutorily Contribution City's Covered- of Covered For the Fiscal Required Required Deficiency Employee Employee Year Ended Contribution Contributions (Excess) Payroll Payroll June 30,2015 $ 403,022 $ 403,022 $ - $ 5,373,627 7.50% * Schedule is to be provided prospectively beginning with the City's fiscal year ended June 30,2015,or after. 99 CITY OF SHAKOPEE SCHEDULE OF CITY CONTRIBUTIONS LAST 10 YEARS PEPFF RETIREMENT FUND Contributions Contributions in Relation to as a Percentage Statutorily the Statutorily Contribution City's Covered- of Covered For the Fiscal Required Required Deficiency Employee Employee Year Ended Contribution Contributions (Excess) Payroll Payroll June 30,2015 $ 680,316 $ 680,316 $ - $ 4,199,481 16.20% * Schedule is to be provided prospectively beginning with the City's fiscal year ended June 30,2015,or after. 99 CITY OF SHAKOPEE SCHEDULE OF COMPONENT UNIT CONTRIBUTIONS LAST 10 YEARSGERF RETIREMENT FUND Contributions Contributions in Relation to Commission's as a Percentage Statutorily the Statutorily Contribution Covered- of Covered For the Fiscal Required Required Deficiency Employee Employee Year Ended Contribution Contributions (Excess) Payroll Payroll June 30,2015 $ 263,747 $ 263,747 $ - $ 3,516,627 7.50% * Schedule is to be provided prospectively beginning with the City's fiscal year ended June 30,2015,or after. 100 CITY OF SHAKOPEE SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS - FIRE RELIEF ASSOCIATION 2014 Total Pension Liability (TPL) Service cost $ 135,715 Interest 224,377 Differenced between expected and actual experience - Changes of assumptions - Changes of benefit terms - Benefit payments, including refunds or member contributions (599,181) Net change in total pension liability (239,089) Beginning of year $ 3,903,491 End of year S 3,664,402 Plan Fiduciary Net Pension (FNP) Contributions - employer $ 341,036 Contributions - employee - Net investment income 315,532 Benefit payments, including refunds of member contributions (599,181) Administrative expense (10,897) Other - Net change in plan fiduciary net position 46,490 Beginning of year 5,135,900 End of year S 5,182,390 Net Pension Liability (NPL) 8(1,517,988) The City implemented the Provisions of Governmental Accounting Standards Board Statement No. 68 for the year ended December 31, 2015. The schedules within the Required Supplementary Information section required a ten-year presentation, but does not required retroactive reporting. Information prior to 2014 is not available. 101 CITY OF SHAKOPEE SCHEDULE OF CITY CONTRIBUTIONS AND NON-EMPLOYER CONTRIBUTING ENTITIES - FIRE RELIEF ASSOCIATION Actuarial Actual Contribution For the Fiscal Year Determined Contributions Deficiency Ended Contribution Paid (Excess) 2% State Aid December 31, 2014 $ 113,868 $ 113,868 $ - $ 227,168 The Association implemented the Provisions of Governmental Accounting Standards Board Statement No. 68 for the year ended December 31, 2015. The schedules within the Required Supplementary Information section required a ten-year presentation, but does not required retroactive reporting. Information prior to 2014 is not available. 102 SUPPLEMENTARY INFORMATION 103 CITY OF SHAKOPEE SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES- BUDGET AND ACTUAL-GENERAL FUND For the Year Ended December 31,2015 Variance with Budget Actual Final Budget- Original Final Amounts Over(Under) REVENUES Property Taxes General Property Taxes $ 13,925,000 $ 13,925,000 $ 14,057,013 $ 132,013 Fiscal Disparities 1,900,000 1,900,000 1,729,530 (170,470) Lodging Tax 325,000 325,000 354,384 29,384 Aggregate Tax 13,000 13,000 19,148 6,148 Total Property Taxes 16,163,000 16,163,000 16,160,075 (2,925) Special Assessments 11,500 11,500 12,043 543 Licenses and Permits 1,348,300 1,348,300 2,023,436 675,136 Intergovernmental Revenues Federal Grants 18,000 18,000 27,889 9,889 PERA Aid 18,000 18,000 18,170 170 Police Aid 300,000 300,000 362,890 62,890 Fire Aid 223,893 223,893 241,626 17,733 State Grants 466,500 466,500 668,791 202,291 Other Grants and Aids 2,000 2,000 37,367 35,367 Total Intergovernmental Revenues 1,028,393 1,028,393 1,356,733 328,340 Charges for Services General Government 2,057,525 2,057,525 2,091,248 33,723 Public Safety 532,750 532,750 711,426 178,676 Public Works 385,500 385,500 571,216 185,716 Parks and Recreation 1,074,925 1,074,925 1,078,525 3,600 Total Charges for Services 4,050,700 4,050,700 4,452,415 401,715 Fines and Forfeitures 251,000 251,000 7,093 (243,907) Miscellaneous Revenues Investment Income 150,000 150,000 110,785 (39,215) Contributions and Donations 2,550 2,550 18,992 16,442 Rents 9,500 9,500 9,096 (404) Other 89,950 89,950 180,618 90,668 Total Miscellaneous Revenues 252,000 252,000 319,491 67,491 Total Revenues 23,104,893 23,104,893 24,331,286 1,226,393 EXPENDITURES General Government Current: Mayor and Council $ 213,970 $ 213,970 $ 207,377 $ (6,593) Administration 1,389,590 1,324,990 1,096,915 (228,075) City Clerk 453,690 453,690 384,513 (69,177) Finance 1,200,890 1,200,890 1,123,583 (77,307) Planning 514,605 514,605 476,926 (37,679) Government Buildings 480,580 480,580 420,552 (60,028) Unallocated 259,500 259,500 151,446 (108,054) Capital Outlay - - 21,800 21,800 Total General Government 4,512,825 4,448,225 3,883,112 (565,113) 104 CITY OF SHAKOPEE SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES- BUDGET AND ACTUAL-GENERAL FUND For the Year Ended December 31,2015 Variance with Budget Actual Final Budget- Original Final Amounts Over(Under) EXPENDITURES(Continued) Public Safety Current: Police 7,216,226 7,216,226 7,408,174 191,948 Fire 1,907,846 1,972,446 2,096,522 124,076 Building Inspection 731,672 731,672 645,720 (85,952) Capital Outlay - - 76,875 76,875 Total Public Safety 9,855,744 9,920,344 10,227,291 306,947 Public Works Current: Engineering 723,090 723,090 642,942 (80,148) Streets 2,110,568 2,110,568 2,001,289 (109,279) Shop 404,685 404,685 392,053 (12,632) Total Public Works 3,238,343 3,238,343 3,036,284 (202,059) Parks and Recreation Current: Park Maintenance 1,612,994 1,612,994 1,572,214 (40,780) Natural Resources 138,660 138,660 106,458 (32,202) Recreation 2,507,101 2,507,101 2,210,406 (296,695) Capital Outlay 1,500 1,500 27,991 26,491 Total Parks and Recreation 4,260,255 4,260,255 3,917,069 (343,186) Total Expenditures 21,867,167 21,867,167 21,063,756 (803,411) Excess of Revenues Over(Under)Expenditures 1,237,726 1,237,726 3,267,530 2,029,804 OTHER FINANCING SOURCES(USES) Transfers In 250,000 250,000 250,000 - Translers Out (1,900,000) (1,900,000) (3,515,466) (1,615,466) Total Other Financing Sources(Uses) (1,650,000) (1,650,000) (3,265,466) (1,615,466) Net Change in Fund Balances $ (412,274) $ (412,274) 2,064 $ 414,338 FUND BALANCES Beginning of Year 9,838,046 End of Year S 9,840,110 105 CITY"OF SHAKOPEE COMBINING BALANCE SHEET- NONMAJOR GOVERNMENTAL FUNDS December 31,2015 Special Revenue Forfeitures Telecommunication SCDP Grant ASSETS Cash and Investments $ 206,937 $ 100,333 $ 4,663 Delinquent Taxes Receivable - - - Special Assessments Receivable: Delinquent - - - Deferred - - - Accounts Receivable - 7,872 - Interest Receivable 868 422 20 Land Held for Resale - - - Total Assets $ 207,805 $ 108,627 $ 4,683 LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES Liabilities Accounts Payable $ 22,436 - Due to Other Governments 4,814 - - Advance from Other Funds - - - Total Liabilities 27,250 - - Deferred Inflows of Resources Unavailable Revenue-Property Taxes - - - Unavailable Revenue-Special Assessments - - - Total Deferred Inflows of Resources - - - Fund Balances Restricted for: Special Revenue 180,555 - 4,683 Debt Service - - - Capital Projects - - - Assigned - 108,627 - Unassigned - - - Total Fund Balances 180,555 108,627 4,683 Total Liabilities,Deferred Inflows of Resources and Fund Balances $ 207,805 $ 108,627 $ 4,683 106 Special Revenue Debt Service 2004B 2006A 2007A 2007B Refunding Improvement Improvement Improvement Revolving Loan Total Bonds Bonds Bonds Bonds $ 259,775 $ 571,708 $ 221,295 $ 453,632 $ 296,847 $ 211,574 - - 372 - - - - - - - 21,397 304 - - - 15,784 307,418 16,699 - 7,872 - - - - 1,090 2,400 928 1,903 322 571 $ 260,865 $ 581,980 $ 222,595 $ 471,319 $ 625,984 $ 229,148 $ - $ 22,436 $ 200 $ 200 $ 200 $ 200 - 4,814 - (4) (1,287) - - 27,250 200 196 (1,087) 200 - - 372 - - - - - - 15,784 328,815 17,003 - - 372 15,784 328,815 17,003 260,865 446,103 - - - - - - 222,023 455,339 298,256 211,945 - 108,627 - - - - 260,865 554,730 222,023 455,339 298,256 211,945 $ 260,865 $ 581,980 $ 222,595 $ 471,319 $ 625,984 $ 229,148 107 CITY"OF SHAKOPEE COMBINING BALANCE SHEET- NONMAJOR GOVERNMENTAL FUNDS (Continued) December 31,2015 Debt Service 2008A 2010A Improvement Improvement Bonds Bonds Total ASSETS Cash and Investments $ 400,219 $ 206,421 $ 1,789,988 Delinquent Taxes Receivable - - 372 Special Assessments Receivable: Delinquent - - 21,701 Deferred 152,319 94,581 586,801 Accounts Receivable - - - Interest Receivable 1,008 867 5,599 Land Held for Resale - - - Total Assets $ 553,546 $ 301,869 $ 2,404,461 LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES Liabilities Accounts Payable $ 200 $ 200 $ 1,200 Due to Other Governments - - (1,291) Advance from Other Funds - - - Total Liabilities 200 200 (91) Deferred Inflows of Resources Unavailable Revenue-Property Taxes - - 372 Unavailable Revenue-Special Assessments 152,319 94,581 608,502 Total Deferred Inflows of Resources 152,319 94,581 608,874 Fund Balances Restricted for: Special Revenue - - - Debt Service 401,027 207,088 1,795,678 Capital Projects - - - Assigned - - - Unassigned - - - Total Fund Balances 401,027 207,088 1,795,678 Total Liabilities,Deferred Inflows of Resources and Fund Balances $ 553,546 $ 301,869 $ 2,404,461 109 Capital Projects TIF District No. TIF District No. TIF District No. TIF District No. TIF District No. Park Reserve 10 12 13 14 15 $ 1,471,518 $ 22,574 $ 1,750 $ 500 $ 27,021 $ 7,046 3,081 - - - - - 6,173 95 - - 113 29 $ 1,480,772 $ 22,669 $ 1,750 $ 500 $ 27,134 $ 7,075 $ 100,079 $ 1,100 $ 500 $ 500 $ 500 $ 500 26 29,359 1,250 - - - 100,105 30,459 1,750 500 500 500 1,380,667 - - - 26,634 6,575 - (7,790) - - - - 1,380,667 (7,790) - - 26,634 6,575 $ 1,480,772 $ 22,669 $ 1,750 $ 500 $ 27,134 $ 7,075 109 CITY"OF SHAKOPEE COMBINING BALANCE SHEET- NONMAJOR GOVERNMENTAL FUNDS (Continued) December 31,2015 Capital Projects Road Datacard Expansion Abatement Dedication Lions Park ASSETS Cash and Investments $ 11,872 $ 93,152 $ 9,886 Delinquent Taxes Receivable - - - Special Assessments Receivable: Delinquent - - - Deferred - - - Accounts Receivable - - - Interest Receivable 50 390 42 Land Held for Resale - - - Total Assets $ 11,922 $ 93,542 $ 9,928 LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES Liabilities Accounts Payable $ - $ - $ - Due to Other Governments - - - Advance from Other Funds - - - Total Liabilities - - - Deferred Inflows of Resources Unavailable Revenue-Property Taxes - - - Unavailable Revenue-Special Assessments - - - Total Deferred Inflows of Resources - - - Fund Balances Restricted for: Special Revenue - - - Debt Service - - - Capital Projects 11,922 - - Assigned - 93,542 9,928 Unassigned - - - Total Fund Balances 11,922 93,542 9,928 Total Liabilities,Deferred Inflows of Resources and Fund Balances $ 11,922 $ 93,542 $ 9,928 110 Capital Projects Property Total Tree Acquisition Governmental Replacement Sealcoat Fund City Hall Total Funds $ 207,169 $ 33,419 $ 310,834 $ 1,182,912 $ 3,379,653 $ 5,741,349 - - - - - 372 - - - - - 21,701 - - - - - 586,801 - - - - 3,081 10,953 869 141 1,304 767 9,973 17,972 - - 106,626 - 106,626 106,626 $ 208,038 $ 331560 $ 418,764 $ 1,183,679 $ 3,499,333 $ 6,485,774 $ 24 $ - - 22,568 $ 125,771 $ 149,407 560 - - - 31,195 34,718 - - 450,000 - 450,000 450,000 584 - 450,000 22,568 606,966 634,125 - - - - - 372 - - - - - 608,502 - - - - - 608,874 - - - - - 446,103 - - - - - 1,795,678 - - - - 1,425,798 1,425,798 207,454 33,560 - 1,161,111 1,505,595 1,614,222 - - (31,236) - (39,026) (39,026) 207,454 33,560 (31,236) 1,161,111 2,892,367 5,242,775 $ 208,038 $ 33,560 $ 418,764 $ 1,183,679 $ 3,499,333 $ 6,485,774 111 CITY"OF SHAKOPEE COINIB1N1NG STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-NON MAJOR GOVERNMENTAL FUNDS For the Year Ended December 31,2015 Special Revenue Forfeitures Transit Telecommunication SCDP Grant REVENUES Property Taxes $ - $ - $ - $ - Tax increment - - - - Special Assessments - - - - Licenses and Permits - - 31,146 - Charges for Services - - - - Fines and Forfeitures 52,763 - - - Miscellaneous 12,535 1,848 1,139 56 Total Revenues 65,298 1,848 32,285 56 EXPENDITURES Current General Government - 3,025 - - Public Safety 59,323 - - - Culture and Recreation - - - - Economic Development - - - - Debt Service Principal - - - - Interest and Other Charges - - - - Capital Outlay - - - - Total Expenditures 59,323 3,025 - - Excess of Revenues Over (Under)Expenditures 5,975 (1,177) 32,285 56 OTHER FINANCING SOURCES(USES) Transfers In - - - - Transfers Out - - - - Total Other Financing Sources(Uses) - - - - Special Items - (634,070) - - Net Change in Fund Balances 5,975 (635,247) 32,285 56 FUND BALANCES Beginning of Year,as Previously Stated 174,580 635,247 76,342 4,627 End of Year $ 180,555 $ - $ 108,627 $ 4,683 112 Special Revenue Debt Service 2004B 2004C 2006A 2007A Revolving Refunding Improvement Improvement Improvement Loan Total Bonds Bonds Bonds Bonds $ - $ - $ 200,000 $ - $ 343,215 $ - - - - 51,174 51,838 27,983 - 31,146 - - - - - 52,763 - - - - 3,264 18,842 856 3,513 1,980 535 3,264 102,751 200,856 54,687 397,033 28,518 - 3,025 - - - - - 59,323 - - - - - - 215,000 260,000 370,000 155,000 - - 25,925 17,921 40,600 18,900 - 62,348 240,925 277,921 410,600 173,900 3,264 40,403 (40,069) (223,234) (13,567) (145,382) - - - - - 220,000 - - - (332,791) - - - - - (332,791) - 220,000 - (634,070) - - - - 3,264 (593,667) (40,069) (556,025) (13,567) 74,618 257,601 1,148,397 262,092 556,025 468,906 223,638 $ 260,865 $ 554,730 $ 222,023 $ - $ 455,339 $ 298,256 113 CITY"OF SHAKOPEE COMBINING STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-NON MAJOR GOVERNMENTAL FUNDS (Continued) For the Year Ended December 31,2015 Debt Service 2007B 2008A 2010A Improvement Improvement Improvement Bonds Bonds Bonds Total REVENUES Property Taxes $ 92,052 S - $ - S 635,267 Tax Increment - - - - Special Assessments 10,336 97,481 37,023 275,835 Licenses and Permits - - - - Charges for Services - - - - Fines and Forfeitures - - - - Miscellaneous 907 2,219 2,228 12,238 Total Revenues 103,295 99,700 39,251 923,340 EXPENDITURES Current General Government - - - - Public Safety - - - - Culture and Recreation - - - - Economic Development - - - - Debt Service Principal 150,000 200,000 190,000 1,540,000 Interest and Other Charges 24,900 40,750 23,423 192,419 Capital Outlay - - - - Total Expenditures 174,900 240,750 213,423 1,732,419 Excess of Revenues Over (Under)Expenditures (71,605) (141,050) (174,172) (809,079) OTHER FINANCING SOURCES(USES) Transfers In 75,466 160,000 - 455,466 Transfers Out - - - (332,791) Total Other Financing Sources(Uses) 75,466 160,000 - 122,675 Special Items - - - - Net Change in Fund Balances 3,861 18,950 (174,172) (686,404) FUND BALANCES Beginning of Year,as Previously Stated 208,084 382,077 381,260 2,482,082 End of Year S 211,945 S 401,027 S 207,088 S 1,795,678 114 Capital Projects TIF District TIF District TIF District TIF District TIF District Park Reserve No. 10 No. 12 No. 13 No. 14 No. 15 $ - $ - $ - $ - $ - $ - - 11,208 - 3,458 281,175 110,730 934,456 - - - - - 3,430 - - - - - 24,708 (37) 34 126 106 4 962,594 11,171 34 3,584 281,281 110,734 - 13,923 2,883 7,258 254,052 101,276 - 1,200 - - - - 846,363 - - - - - 846,363 15,123 2,883 7,258 254,052 101,276 116,231 (3,952) (2,849) (3,674) 27,229 9,458 150,000 - - - - - (513,995) - - - - - (363,995) - - - - - (247,764) (3,952) (2,849) (3,674) 27,229 9,458 1,628,431 (3,838) 2,849 3,674 (595) (2,883) $ 1,380,667 $ (7,790) $ - $ - $ 26,634 $ 6,575 115 CITY"OF SHAKOPEE COINIBINING STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-NON MAJOR GOVERNMENTAL FUNDS (Continued) For the Year Ended December 31,2015 Capital Projects Road Datacard Expansion Tree Abatement Dedication Lions Park Replacement REVENUES Property Taxes $ 23,620 $ - $ - $ - Tax Increment - - - - Special Assessments - - - - Licenses and Permits - - - - Charges for Services - - - - Fines and Forfeitures - - - 112,000 Miscellaneous 99 1,169 132 2,938 Total Revenues 23,719 1,169 132 114,938 EXPENDITURES Current General Government - - - - Public Safety - - - - Culture and Recreation - - 1,000 1,464 Economic Development 11,809 - - - Debt Service Principal - - - - Interest and Other Charges - - -Capital Outlay - - - - Total Expenditures 11,809 - 1,000 1,464 Excess of Revenues Over (Under)Expenditures 11,910 1,169 (868) 113,474 OTHER FINANCING SOURCES(USES) Transfers In - - - - Transfers Out - - - - Total Other Financing Sources(Uses) - - - - Special Items - - - - Net Change in Fund Balances 11,910 1,169 (868) 113,474 FUND BALANCES Beginning of Year,as Previously Stated 12 92,373 10,796 93,980 End of Year $ 11,922 $ 93,542 $ 9,928 $ 207,454 116 Capital Projects Property Total Other Acquisition Governmental Sealcoat Fund City Hall Total Funds $ - $ - $ - $ 23,620 $ 658,887 - - - 406,571 406,571 - - - - 275,835 - - - 934,456 965,602 - - - 3,430 3,430 - - - 112,000 164,763 7,656 5,120 (22) 42,033 73,113 7,656 5,120 (22) 1,522,110 2,548,201 - - - - 3,025 - - - - 59,323 - - - 2,464 2,464 - 41,350 - 432,551 432,551 - - - - 1,540,000 - - - 1,200 193,619 - - 171,658 1,018,021 1,018,021 - 41,350 171,658 1,454,236 3,249,003 7,656 (36,230) (171,680) 67,874 (700,802) - - 1,332,791 1,482,791 1,938,257 - - - (513,995) (846,786) - - 1,332,791 968,796 1,091,471 - - - - (634,070) 7,656 (36,230) 1,161,111 1,036,670 (243,401) 25,904 4,994 - 1,855,697 5,486,176 $ 33,560 $ (31,236) $ 1,161,111 $ 2,892,367 $ 5,242,775 117 CITY OF SHAKOPEE COMBINING STATEMENT OF FUND NET POSITION- INTERNAL SERVICE FUNDS December 31,2015 Information Employee and Equipment Buildings Park Asset Benefits Technology Total ASSETS Current Assets Cash and Investments,Including Cash Equivalents $ 4,900,827 $ 4,794,046 $ 2,081,738 $ 840,566 $ 622,143 $13,239,320 Interest Receivable 20,560 23,879 8,734 3,526 2,610 59,309 Due from Other Funds - 897,344 - - - 897,344 Due from Other Governments - - 497 - - 497 Total Current Assets 4,921,387 5,715,269 2,090,969 844,092 624,753 14,196,470 Noncurrent Assets Advances to Other Funds,Noncurrent 941,394 450,000 - - - 1,391,394 Capital Assets: Land - - 124,326 124,326 Construction in Progress 48,095 - 273,301 321,396 Infrastructure - 79,820 3,325,376 3,405,196 Buildings - 31,404,674 3,313,294 34,717,968 Machinery and Equipment 10,314,873 189,539 3,553,004 237,322 14,294,738 Total Cost 10,362,968 31,674,033 10,589,301 237,322 52,863,624 Less Accumulated Depreciation (4,700,792) (11,207,959) (3,994,228) (170,446) (20,073,425) Net Capital Assets 5,662,176 20,466,074 6,595,073 66,876 32,790,199 Total Noncurrent Assets 6,603,570 20,916,074 6,595,073 - 66,876 34,181,593 Total Assets $11,524,957 $26,631,343 $ 8,686,042 $ 844,092 $ 691,629 $48,378,063 LIABILITIES AND NET POSITION Current Liabilities Accounts Payable $ 21,182 $ 5,359 $ 53,472 $ $ 27,172 $ 107,185 Contracts Payable - - 52,401 - 52,401 Current Compensated Absences - - - 851,770 - 851,770 Total Current Liabilities 21,182 5,359 105,873 851,770 27,172 1,011,356 Noncurrent Liabilities Compensated Absences - - - 1,041,052 - 1,041,052 Total Noncurrent Liabilities - - - 1,041,052 1,041,052 Total Liabilities 21,182 5,359 105,873 1,892,822 27,172 2,052,408 Net Position Investment in Capital Assets 5,662,176 20,466,074 6,595,073 - 66,876 32,790,199 Unrestricted 5,841,599 6,159,910 1,985,096 (1,048,730) 597,581 13,535,456 Total Net Position 11,503,775 26,625,984 8,580,169 (1,048,730) 664,457 46,325,655 Total Liabilities and Net Position $11,524,957 $26,631,343 $ 8,686,042 $ 844,092 $ 691,629 $48,378,063 119 CITY OF SHAKOPEE COMBINING STATEMENT OF REVENUES,EXPENSES AND CHANGES 1N FUND NET ASSETS- INTERNAL SERVICE FUNDS For the Year Ended December 31,2015 Information Employee and Equipment Buildings Parl,Asset Benefits Technology Total OPERATING REVENUES Rental Charges $ 464,384 $ 517,910 $ 374,660 $ $ 358,600 $ 1,715,554 Other Charges - 654 - - 654 Total Operating Revenues 464,384 518,564 374,660 358,600 1,716,208 OPERATING EXPENSES Salaries and Benefits - - - 167,550 - 167,550 Depreciation 615,038 745,065 368,433 - 51,529 1,780,065 Professional Services - 49,229 59,437 36,235 144,901 Repairs and Maintenance - 81,350 8,576 21,221 111,147 Materials and Supplies 30,801 5,701 332,087 368,589 Total Operating Expenses 645,839 881,345 436,446 167,550 441,072 2,572,252 Operating Income(Loss) (181,455) (362,781) (61,786) (167,550) (82,472) (856,044) NONOPERATING REVENUES (EXPENSES) Investment Income 63,778 72,654 26,248 12,120 5,930 180,730 Gain(Loss)on Sale of Asset 122,227 - (34,408) - - 87,819 Other Income - - 5,000 - - 5,000 Total Nonoperating Revenues (Expenses) 186,005 72,654 (3,160) 12,120 5,930 273,549 Income(Loss)before Capital Contributions and Transfers 4,550 (290,127) (64,946) (155,430) (76,542) (582,495) Captial Contributions from Governmental Funds 1,332 - 1,332 Transfers In - 150,000 150,000 Transfers Out - (466,680) (466,680) Change in Net Position 5,882 (756,807) (64,946) (155,430) 73,458 (897,843) NET POSITION Beginning of Year 11,497,893 27,382,791 8,645,115 (893300) 590,999 47,223,498 End of Year $11,503,775 $26,625,984 $ 8,580,169 _L(1,048,730) $ 664,457 $46,325,655 119 CITY OF SHAKOPEE COMBINING STATEMENT OF CASH FLOWS- INTERNAL SERVICE FUNDS For the Year Ended December 31,2015 Information Employee and Equipment Buildings Park Asset Benefits Technology Total CASH FLOWS-OPERATING ACTIVITIES Receipts from Customers and Users $ 464,384 $ 518,564 $ 374,163 $ $ 358,600 $ 1,715,711 Payments to Suppliers (81,280) (138,752) (75,896) (415,973) (711,901) Payments to Employees (300,804) (300,804) Payments for interfund Services - (897,344) (897,344) Net Cash Flows-Operating Activities 383,104 (517,532) 298,267 (300,804) (57,373) (194,338) CASH FLOWS-NONCAPITAL FINANCING ACTIVITIES lnterfund Loan Issued (941,394) - - (941,394) Payment Received on Interfund Loan 50,000 - 50,000 Transfer from Other Funds - 150,000 150,000 Transfer to Other Funds (466,680) (466,680) Net Cash Flows-Noncapital Financing Activities (941,394) (416,680) 150,000 (1,208,074) CASH FLOWS-CAPITAL AND RELATED FINANCING ACTIVITIES Trunk Charges - 5,000 - 5,000 Proceeds(Loss)from Disposal of Capital Assets 122,227 (34,408) 87,819 Acquisition ofCapital Assets (2,195,520) (190,481) (502,228) (10,268) (2,898,497) Net Cash Flows-Capital and Related Financing Activities (2,073,293) (190,481) (531,636) - (10,268) (2,805,678) CASH FLOWS-INVESTING ACTIVITIES Interest Received 68,377 68,494 24,527 12,400 5,122 178,920 Net Cash Flows-Investing Activities 68,377 68,494 24,527 12,400 5,122 178,920 Net Change in Cash and Cash Equivalents (2,563,206) (1,056,199) (208,842) (288,404) 87,481 (4,029,170) CASH AND CASH EQUIVALENTS Beginning of Year 7,464,033 5,850,245 2,290,580 1,128,970 534,662 17,268,490 End of Year $ 4,900,827 $4,794,046 $2,081,738 $ 840,566 $ 622,143 $ 13,239,320 RECONCILIATION OF OPERATING INCOME(LOSS)TO NET CASH FLOWS-OPERATING ACTIVITIES Operating Income(Loss) $ (181,455) $ (362,781) $ (61,786) $ (167,550) $ (82,472) $ (856,044) Adjustments to Reconcile Operating Income(Loss)to Net Cash Flows-Operating Activities: Depreciation Expense 615,038 745,065 368,433 51,529 1,780,065 Changes in: Due from Other Funds - (897,344) - - (897,344) Due from Other Governments (497) (497) Accounts and Contracts Payable (50,479) (2,472) (7,883) (26,430) (87,264) Salaries Payable (261,128) (261,128) Compensated Absences Payable 127,874 - 127,874 Total Adjustments 564,559 (154,751) 360,053 (133,254) 25,099 661,706 Net Cash Flows-Operating Activities $ 383,104 $ (517,532) $ 298,267 $ (300,804) $ (57,373) $ (194,338) NONCASH INVESTING,CAPITAL AND FINANCING ACTIVITIES Contributions of Capital Assets from the Transfer of Capital Assets $ 1,332 $ $ $ $ $ 1,332 120 CITY OF SHAKOPEE COMBINED STATEMENT OF FIDUCIARY NET POSITION December 31, 2015 Southwest Metro Escrow Agency Drug Task Force Total Agency Fund Agency Fund Funds ASSETS Cash and Investments $ 2,293,485 $ 555,344 $ 2,848,829 Interest Receivable - 2,321 2,321 Due from Other Governments - 22,000 22,000 Total Assets $ 2,293,485 $ 579,665 $ 2,873,150 LIABILITIES Accounts Payable $ - $ 413,426 $ 413,426 Deposits Payable 2,293,485 139,883 2,433,368 Due to Other Governments - 26,356 26,356 Total Liabilities $ 2,293,485 $ 579,665 $ 2,873,150 121 CITY OF SHAKOPEE STATEMENT OF CHANGES IN ASSETS AND LIABILITIES- AGENCY FUNDS December 31,2015 Escrow Agency Fund Balance at Balance at December 31, December 31, 2014 Additions Deductions 2015 ASSETS Current Cash and Investments $ 1,696,243 $ 2,361,292 $ 1,764,050 $ 2,293,485 LIABILITIES Deposits Payable $ 1,696,243 $ 2,361,292 $ 1,764,050 $ 2,293,485 Southwest Metro Drug Task Force Agency Fund Balance at Balance at December 31, December 31, 2014 Additions Deductions 2015 ASSETS Cash and Investments $ 703,015 $ 234,007 $ 381,678 $ 555,344 Interest Receivable 2,348 - 27 2,321 Due from Other Governments 12,630 9,370 - 22,000 Total Assets $ 717,993 $ 243,377 $ 381,705 $ 579,665 LIABILITIES Accounts Payable $ 595,410 $ 176,388 $ 358,372 413,426 Deposits Payable 107,974 55,242 23,333 139,883 Due to Other Governments 14,609 11,747 - 26,356 Total Liabilities $ 717,993 $ 243,377 $ 381,705 $ 579,665 122 CITY OF SHAKOPEE STATEMENT OF CHANGES IN ASSETS AND LIABILITIES- AGENCY FUNDS December 31,2015 Total Agency Funds Balance at Balance at December 31, December 31, 2014 Additions Deductions 2015 ASSETS Cash and Investments $ 2,399,258 $ 2,595,299 $ 2,145,728 $ 2,848,829 Interest Receivable 2,348 - 27 2,321 Due from Other Governments 12,630 9,370 - 22,000 Total Assets $ 2,414,236 $ 2,604,669 $ 2,145,755 $ 2,873,150 LIABILITIES Accounts Payable $ 595,410 $ 176,388 $ 358,372 $ 413,426 Deposits Payable 1,804,217 2,416,534 1,787,383 2,433,368 Due to Other Governments 14,609 11,747 - 26,356 Total Liabilities $ 2,414,236 $ 2,604,669 $ 2,145,755 $ 2,873,150 123 (THIS PAGE LEFT BLANK INTENTIONALLY) 124 STATISTICAL SECTION 125 (THIS PAGE LEFT BLANK INTENTIONALLY) 126 CITY OF SHAKOPEE STATISTICAL SECTION December 31, 2015 This part of the City's Comprehensive Annual Financial Report (CAFR)presents detailed information for placing in context and understanding what the information shown in the financial statements, note disclosures and required supplementary information reveals about the City's overall financial health. CONTENTS Page Financial Trends 128 These schedules show trend information to help the reader understand how the City's financial performance and well being have changed over time. Revenue Capacity 136 Portrayed is information to help the reader assess the City's most important local revenue source, the property tax. Debt Capacity 140 These schedules present information to help the reader assess the affordability of the City's current levels of outstanding debt and the City's ability to issue additional debt in the future. Demographic and Economic Information 147 Shown are demographic and economic indicators to help the reader understand the environment within which the City's financial activities take place. Operating Information 150 These schedules shown service and infrastructure data to help the reader understand how the information in the City's financial report relates to the services the City provides and the Source: Unless noted otherwise, the information in these schedules is from the CAFR for the relevant year. 127 CITY"OF SHAKOPEE NET POSITION BY COMPONENT Years 2006 Through 2015 2006 2007 2008 2009 Governmental Activities: Net Investment in Capital Assets $ 119,661,761 $ 113,534,056 $ 112,909,793 $ 112,097,148 Restricted 12,998,982 13,081,337 21,915,945 16,518,865 Unrestricted 29,264,714 28,316,931 22,086,771 28,832,576 Total Governmental Activities Net Position $ 161,925,457 $ 154,932,324 $ 156,912,509 $ 157,448,589 Business-Type Activities: Net Investment in Capital Assets $ 109,337,014 $ 114,546,218 $ 115,124,238 $ 114,331,216 Restricted 880,069 1,026,351 1,756,369 3,574,612 Unrestricted 42,400,797 46,169,289 49,366,581 55,595,594 Total Business-Type Activities Net Position $ 152,617,880 $ 161,741,858 $ 166,247,188 $ 173,501,422 Primary Government: Net Investment in Capital Assets $ 228,998,775 $ 228,080,274 $ 228,034,031 $ 226,428,364 Restricted 13,879,051 14,107,688 23,672,314 20,093,477 Unrestricted 71,665,511 74,486,220 71,453,352 84,428,170 Total Primary Government Net Position $ 314,543,337 $ 316,674,182 $ 323,159,697 $ 330,950,011 From 2006-2010,the SPUC Funds,Water and Electric Enterprise Funds,were reported as a blended component unit of the City. In 2011, SPUC funds have been presented as discretely presented component units as it no longer met the criteria for blending. The City implemented GASB Statemetn No. 68 and GASB Statement No.71 in 2015. Years prior to 2015 have not been restated. 129 Table 1 2010 2011 2012 2013 2014 2015 $ 111,905,152 $ 114,981,955 $ 115,191,768 $ 118,166,525 $ 117,980,552 $ 120,831,029 1,844,129 10,914,439 9,912,551 10,454,238 7,103,581 7,547,490 43,910,102 32,771,327 34,823,712 30,642,443 35,302,035 23,939,064 $ 157,659,383 $ 158,667,721 $ 159,928,031 $ 159,263,206 $ 160,386,168 $ 152,317,583 $ 115,064,968 $ 65,080,070 $ 64,124,590 $ 65,181,465 $ 67,831,099 $ 68,986,369 4,889,050 - - - - - 59,014,070 31,927,930 33,354,521 31,183,904 28,485,814 25,981,542 $ 178,968,088 $ 97,008,000 $ 97,479,1 1 1 $ 96,365,369 $ 96,316,913 $ 94,967,911 $ 226,970,120 $ 180,062,025 $ 179,316,358 $ 183,347,990 $ 185,811,651 $ 189,817,398 6,733,179 10,914,439 9,912,551 10,454,238 7,103,581 7,547,490 102,924,172 64,699,257 68,178,233 61,826,347 63,787,849 49,920,606 $ 336,627,471 $ 255,675,721 $ 257,407,142 $ 255,628,575 $ 256,703,081 $ 247,285,494 129 CITY OF SHAKOPEE CHANGES IN NET POSITION Years 2006 Through 2015 2006 2007 2008 2009 2010 2011 EXPENSES: Governmental Activities: General Government S 3,161,106 S 3,543,980 S 3,514,573 S 3,388,268 $ 3,042,918 $ 4,252,887 Public Safety 6,856,485 8,301,075 8,346,104 8,528,413 9,123,316 9,236,767 Public Works 6,798,917 15,264,606 8,099,384 7,860,080 8,397,874 7,094,047 Culture and Recreation 4,653,240 5,323,087 3,637,527 3,859,670 3,765,660 3,866,307 Economic Development 333,462 363,805 522,074 316,566 427,169 244,361 Other 896,110 1,042,133 1,033,999 1,040,044 784,824 619,099 Total Governmental Activities Expenses 22,699,320 33,838,686 25,153,661 24,993,041 25,541,761 25,313,468 Busincss-Type Activities: Electric 29,169,297 34,710,974 36,186,676 30,140,842 32,700,410 - Water 2,949,990 3,332,132 3,461,261 3,316,102 3,293,079 - Sewer 2,786,234 2,938,955 3,308,759 3,398,117 3,685,417 3,807,322 Storm 1,523,343 1,351078 1,435,376 1,264,261 1,792,749 1,382,391 ReInsc - - - - - - Total Business-Type Activities Expenses 36,428.864 42,334.139 44,392,072 38,119,322 41,471,655 5,189,713 Total Primary Government Expenses S 59,128.184 S 76,172.825 $ 69,545,733 $ 63,112,363 $ 67,013,416 $ 30,503,181 PROGRAM REVENUES: Governmental Activities: Charges for Services: General Government S 714,105 S 583,247 S 606,259 S 680,681 $ 652,686 $ 721,180 Public Safety 2,063,023 1,650,235 1,506,680 1,677,772 1,716,573 1,503,188 Public Works 2,986,495 2.615,402 2,354,276 1,342,173 941.224 478,788 Culture and Recreation 1,676,630 1.086,750 1,295,772 1,013,044 1,039,820 1,071,482 Economic Development - - - - - 7,100 Operating Grants and Contributions 1,653,238 1,943,805 1,660,191 1,485,124 2,943,857 3,606,089 Capital Grants and Contributions 6,116.366 2,463,129 1,825,124 1,241.884 952,450 3,152,881 Total Governmental Activities Program Revenues 15,209.857 10,342,568 9,248,302 7,440.678 8,246,610 10,540,708 Busincss-Type Activities: Charges for Services: Electric 31,906,714 37,407,565 38,732,701 34,272,099 36,872,008 - Water 3,127,207 3,525,130 3,390,309 3,605,498 4,417,498 - Sewcr 3,471,954 2,806,371 2,556,299 3,485,852 3,508,947 2,941,753 Storm 1,859,912 1,505,237 1,379,821 1,405,560 1,281,986 1,083,878 Refuse - - - - - - Operating Grants and Contributions - - - - 6,415 - Capital Grants and Contributions 6,174,786 4,138,977 1,007,519 1,879,530 1,661,001 93,810 Total Business-Type Activities Program Revenues 46,540,603 49,383,300 47,066,649 44,648,569 47,747,855 4,119,441 Total Primary Government Program Revenues S 61,750,460 S 59,725,868 $ 56,314,951 $ 52,089,247 $ 55,994,465 $ 14,660,149 Net(Expense)Revenue: GovernmentalActivitics S (7,489,463) S (23,496,118) S (15,905,359) S (17,552,363) $ (17,295,151) $ (14,772,760) Busincss-TypeActivitics 10,111,739 7,049,161 2,674,577 6,529,247 6,276,200 (1,070,272) Total Primary GovcmmentNet Expense S 2,622,276 S (16,446,957) S (13,230,782) S (11,023,116) $ (11,018,951) $ (15,843,032) GENERAL REVENUES AND OTHER CHANGES IN NET POSITION: Governmental Activities: Taxes: Property Taxes S 10,547,177 S 12,767,354 S 14,200,833 $ 14,676,518 $ 14,229,111 $ 14,487,805 Other Taxes 336,648 369,240 388,935 151,956 147,561 160,884 Unrestricted Investment Earnings 1,661,257 2,232,717 1,941,335 1,323,230 1,039,867 1,032,409 Gain on Disposal of Assets 2,700 22,628 56,453 37,162 - - Special ltcm - - - - - - Transfers 2,146.233 1,111,046 1,297,988 1,899.577 1089,406 100,000 Total Governmental Activities 14,694.015 16,502,985 17,885,544 18,088.443 17,505,945 15,781,098 Busincss-Type Activities: Investment Earnings 1,973,715 3,185,863 3,128,741 1,336,979 1,279,872 758,182 Gain on Disposal of Assets 13,749 - - - - - Transfers (2,146,233) (1,111,036) (1,297,988) (1,899,577) (2,089,406) (100,000) Total Business-Ty Activities (158,769) 2,074,817 1,830,753 (562,598) (809,534) 658,182 Total Primary Government S 14,535,246 S 18,577,802 S 19,716,297 S 17,525,845 $ 16,696,411 $ 16,439,280 Change in Net Position: Government Activities S 7,204,552 S (6,993,133) S 1,980,185 S 536,080 $ 210,794 $ 1,008,338 Busincss-TypeActivitics 9,952,970 9,123,978 4,505,330 5,966,649 5,466,666 (412,090) Total Primary Government S 17,157,522 S 2,130,845 S 6,485,515 S 6,502,729 $ 5,677,460 $ 596,248 From 2006-2010,the SPUC funds,Water and Electric Enterprise Funds,were reported as a blended component unit of the City. In 2011,SPEC Funds have been presented as discretely presented component units as it no longer met the criteria for blending. Thu City implemented GASB Statemew No.68 and GASB Statement No.71 in 2015. Years prior to 2015 have not been restated. 130 Table 2 2012 2013 2014 2015 S 4,603,027 S 4,704,956 S 5,514,412 5 4,237,647 9,430,785 9,868,702 10,543,861 10,582,354 7,083,299 7,578,493 10,667,275 8,552,096 3,817,677 4,020,974 4,250,557 4,355,453 152,541 338,907 1,593,968 2,603,741 587,384 573,949 453,696 274,960 25,674,713 27,085,981 33,023,769 30,606,251 3,926,541 4,096,504 3,777,866 3,824,026 1,445,633 1,641,438 1,924,853 1,726,149 - - - 127,781 5,372,174 5,737,942 5,702,719 5,677,956 $ 31,046,887 $ 32,823,923 $ 38,726,488 $ 36,284,207 $ 3,356,772 $ 3,047,447 $ 3,155,648 $ 2,904,587 1,524,158 1,701,875 1,879,209 2,146,840 454,145 688,286 693,647 704,687 2,222,430 2,012,436 1,827,046 2,140,071 16,500 18,000 18,000 24,000 2,106,559 1,894,436 2,880,493 2,509,986 1,479,343 689,424 6,668,531 1,735.543 11,159.907 10,051,904 17,122,574 12,165.714 3,728,189 3,004,826 2,916,192 2,829,981 1,442,394 1,720,653 1,211,793 1,765,679 - - 72,167 103,637 348,756 7,780 496,655 65,844 5,519,339 4,733,259 4,696,807 4,765,141 $ 16,679,246 $ 14,785,163 $ 21,819,381 $ 16,930,855 $ (14,514,806) $ (17,034,077) $ (15,901,195) $ (18,440,537) 147,165 (1,004,683) (1,005,912) (912,815) $ (14,367,641) $ (18,038,760) $ (16,907,107) $ (19,353,352) $ 15,002,764 $ 15,795,777 $ 16,46,631 $ 16,807,367 113,902 113,796 216,441 406,571 546,681 40,589 727,619 452,281 11,769 256,600 52,674 87,819 - - - 496,484 100,000 162,490 (419,208) (634,070) 15,775,116 16,369,252 17,024,157 17,616,452 423,946 53,431 538,248 349,776 - - - 17,438 (100,000) (162,490) 419,208 0 323,946 (109,059) 957,456 (129,270) $ 16,099,062 $ 16,260,193 S 17,981,613 S 17,487,182 S 1,260,310 S (664,825) S 1,122,962 5 (824,085) 471,111 (1,113,742) (48,456) (1,042,085) S 1,731,421 S (1,778,567) S 1,074,506 S (1,866,170) 131 CITY"OF SHAKOPEE FUND BALANCES-GOVERNMENTAL FUNDS Last Ten Fiscal Years 2006 2007 2008 2009 General Fund: Nonspendable: Prepaids $ - $ - $ - $ - Reserved 1,490,157 1,810,650 1,126,074 799,276 Restricted for: BATC Litigation - - - - Committed to: Working Capital - - - - Unreserved 8,354,477 7,896,883 8,733,528 10,703,004 Unassigned - - - - Total General Fund $ 9,844,634 $ 9,707,533 $ 9,859,602 $ 11,502,280 All Other Governmental Funds Reserved: Special Revenue Funds $ 3,386,721 $ 2,489,775 $ 2,738,909 $ 2,677,290 Debt Service Funds 7,930,114 - - - Capital Projects Funds 8,082,799 3,849,703 4,873,440 4,185,059 Restricted for: Forfeitures - - - - Transit - - - - SCDP Grant - - - - Revolving Loans - - - - Economic Development - - - - Debt Service - - - - Capital Improvements - - - - Committed to: Working Capital - - - - Transit - - - - Revolving Loans - - - - Economic Development - - - - Park Projects - - - - Capital Improvements - - - - 2008 Projects - - - - 2009 Projects - - - - 2010 Projects - - - - Fire Station 2 - - - - Assigned to: Telecomminication - - - - Capital Improvements - - - - Capital Projects Funds - - - - Unreserved Special Revenue Funds - 993,555 1,130,452 - Debt Service Funds - 7,941,439 7,658,289 7,504,770 Capital Projects Funds (1,205,899) 1,673,762 1,994,812 2,453,383 Unassigned - - - - Governmental Funds $ 18,193,735 $ 16,948,234 $ 18,395,902 $ 16,820,502 Note: GASB Statement No.54 was implemented in 2010. Only 2010-2015 are reported in compliance with GASB Statement No. 54. 2006-2009 are reported as previously stated. 132 Table 3 2010 2011 2012 2013 2014 2015 $ 149,940 $ 131,447 $ 19,189 $ 16,440 $ 13,949 $ 21,573 218,032 - - - - - 345,820 - - - - - 8,323,938 9,172,747 9,503,652 9,076,549 9,824,097 9,818,537 $ 9,037,730 $ 9,304,194 $ 9,522,841 $ 9,092,989 $ 9,838,046 $ 9,840,110 189,112 208,518 195,823 180,696 174,580 180,555 1,158,355 1,237,762 1,045,340 941,469 635,247 - 55,743 22,462 22,447 4,546 4,627 4,683 143,023 249,147 252,639 253,065 257,601 260,865 447,319 497,775 562,959 685,671 361,569 674,910 5,127,697 4,625,946 9,574,198 8,678,680 7,053,086 3,085,157 2,203,238 958,195 1,815,339 1,882,231 1,634,954 1,425,798 345,820 - - - - - 463,470 - - - - - 100,000 - - - - - 20,930 - - - - - 1,785,164 - - - - - 3,616,689 - - - - - 190,431 - - - - - 14,876 - - - - - 131,398 - - - - - 2,476,886 - - - - - 49,192 45,681 66,989 54,499 76,342 108,627 - 6,964,247 8,681,475 5,753,669 5,630,178 6,130,194 - 413,228 394,666 176,398 228,059 1,505,595 (116,803) (484,089) (384,965) (1,716) (7,316) (1,715,102) $ 18,402,540 $ 14,738,872 $ 22,226,910 $ 18,609,208 $ 16,048,927 $ 11,661,282 133 CITY OF SHAKOPEE CHANGES IN FUND BALANCES-GOVERNMENTAL FUNDS Last Ten Fiscal Years 2006 2007 2008 2009 REVENUES: Taxes $ 10,815,367 $ 13,084,595 $14,437,766 $ 14,992,051 Special Assessments 1,751,871 2,301,560 1,879,974 1,810,511 Licenses and Permits 2,675,935 1,378,570 1,221,939 1,492,746 Intergovernmental 2,877,245 2,540,584 2,702,993 1,811,668 Charges for Service 2,290,996 2,089,375 2,209,269 1,808,865 Fines and Forfeits 422,850 501,228 442,626 428,662 Miscellaneous 1,979,419 2,322,755 2,028,529 1,503,722 Total Revenues 22,813,683 24,218,667 24,923,096 23,848,225 EXPENDITURES: General Government 3,149,717 3,479,925 3,517,957 3,331,193 Police 7,153,121 8,342,017 8,462,288 8,604,704 Public Works 3,095,392 3,769,491 3,628,954 3,591,049 Culture and Recreation 3,453,545 3,651,539 4,101,175 3,898,844 Economic Development - - 522,074 316,566 Debt Service: Principal 3,055,000 3,110,000 3,280,000 2,660,000 Interest and Other Charges 1,195,618 1,025,868 1,077,711 1,077,325 Capital Outlay 10,650,449 7,288,033 3,300,942 1,797,299 Total Expenditures 31,752,842 30,666,873 27,891,101 25,276,980 Excess of Revenues Under Expenditures (8,939,159) (6,448,206) (2,968,005) (1,428,755) OTHER FINANCING SOURCES (USES): Bonds issued 3,440,000 2,815,000 2,170,000 - Sale of Assets 2,700 17,700 - - Premium on Bonds Issued 20,275 9,956 16,741 - Transfers In 6,683,532 4,411,281 4,605,693 4,958,133 Transfers Out (3,354,364) (2,188,333) (2,224,692) (3,462,100) Special Items - - - - Total Other Financing Sources (Uses) 6,792,143 5,065,604 4,567,742 1,496,033 Net Change in Fund Balance $ (2,147,016) $ (1,382,602) $ 1,599,737 $ 67,278 Debt Service as a Percentage of Noncapital Expenditures 21% 16% 17% 16% 134 Table 4 2010 2011 2012 2013 2014 2015 $ 14,385,788 $14,699,066 $ 15,141,903 $ 15,851,560 $ 16,798,542 $ 17,225,535 1,404,088 1,475,324 1,499,810 930,331 2,673,132 1,157,405 1,338,111 1,281,150 2,441,246 2,349,945 2,318,447 2,989,038 2,924,161 3,941,830 2,548,692 1,857,803 4,743,014 3,427,130 2,202,524 3,958,237 4,449,003 4,583,551 4,683,722 4,479,845 549,543 411,211 418,474 381,470 429,021 171,856 1,255,038 705,969 836,868 189,717 675,643 604,816 24,059,253 26,472,787 27,335,996 26,144,377 32,321,521 30,055,625 2,960,233 4,004,684 4,396,219 4,495,662 5,225,483 3,864,337 9,012,567 9,460,824 9,483,999 9,731,407 10,193,496 10,209,739 3,902,622 2,602,104 2,349,042 2,631,154 2,829,846 3,036,284 4,075,919 3,902,386 3,799,723 3,771,068 3,981,999 3,891,542 270,915 247,591 155,692 340,904 1,595,628 2,352,621 3,800,000 2,565,000 1,950,000 2,070,000 3,160,000 5,615,000 833,245 658,265 634,063 618,695 504,460 365,898 2,812,488 6,301,406 2,164,053 6,883,191 7,245,157 5,461,607 27,667,989 29,742,260 24,932,791 30,542,081 34,736,069 34,797,028 (3,608,736) (3,269,473) 2,403,205 (4,397,704) (2,414,548) (4,741,403) 1,555,000 - 4,865,000 - - - 6,000 - - 150 314 - - - 73,480 - - - 13,199,807 2,968,919 3,367,400 4,890,809 3,531,038 6,135,344 (12,380,403) (2,750,830) (3,002,400) (4,540,809) (2,932,028) (5,145,452) - - - - - (634,070) 2,380,404 218,089 5,303,480 350,150 599,324 355,822 $ (1,228,332) $(3,051,384) $ 7,706,685 $ (4,047,554) $ (1,815,224) $ (4,385,581) 18% 14% 11% 11% 12% 20% 135 CITY OF SHAKOPEE Table 5 TAX CAPACITY AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY Last Ten Fiscal Years Taxable Tax Estimated Capacity as a Commercial Less: Less Net Net Taxable Total Taxable Percentage of Fiscal Residential industrial Other Tax Increment Fiscal Tax Direct Market Estimated Year Property Property Property Property Disparities Capacity Tax Rate Value Market Value 2006 23,162,320 12,710,783 565,215 352,543 1,615,190 34,470,585 0.30974 2,987,657,400 1.15% 2007 26,817,616 14,013,644 675,479 378,593 1,963,379 39,164,767 0.31939 3,419,040,600 1.15% 2008 29,942,078 15,426,355 741,679 411,490 1,846,919 43,851,703 0.31925 3,800,795,500 1.15% 2009 29,805,971 16,088,685 1,319,935 156,799 1,862,715 45,195,077 0.32630 3,850,591,200 1.17% 2010 27,805,069 16,459,872 1,279,807 151,914 1,584,552 43,808,282 0.33710 3,710,814,056 1.18% 2011 24,652,932 18,351,835 1,304,688 161,430 1,630,522 42,517,503 0.34731 3,570,069,500 1.19% 2012 23,180,073 17,956,273 852,512 155,002 1,740,447 40,093,409 0.36655 3,347,179,800 1.20% 2013 22,824,263 17,577,547 576,049 107,928 1,707,617 39,162,314 0.41996 3,064,695,700 1.28% 2014 22,782,372 17,580,049 589,717 214,592 1,961,307 38,776,239 0.41437 3,206,518,700 1.21% 2015 26,419,959 18,769,230 625,872 408,172 1,918,874 43,488,015 0.37862 3,629,757,200 1.20% Source:Scott County Auditor 136 CITY OF SHAKOPEE Table 6 DIRECT AND OVERLAPPING PROPERTY TAX RATES Last Ten Fiscal Years City Direct Rate General Obligation Shakopee Debt Service Fiscal Operating Debt Service Total Direct School Scott Other Market Value Year Rate Rate Rate District County Jurisdictions Rate 2006 0.28996 0.01978 0.30974 0.27789 0.34974 0.04578 0.00848 2007 0.29822 0.02117 0.31939 0.27132 0.33140 0.04434 0.00728 2008 0.29874 0.02051 0.31925 0.26103 0.32646 0.04642 0.00537 2009 0.30401 0.02229 0.32630 0.27274 0.32684 0.04960 0.00651 2010 0.32152 0.01558 0.33710 0.29050 0.33240 0.04980 0.00651 2011 0.32996 0.01735 0.34731 0.31182 0.35541 0.05020 0.00342 2012 0.34005 0.02650 0.36655 0.35512 0.38802 0.05610 0.00345 2013 0.41996 - 0.41996 0.39715 0.40674 0.05701 0.00467 2014 0.39305 0.02131 0.41437 0.36963 0.39720 0.05569 0.00524 2015 0.35235 0.02626 0.37862 0.35578 36.63790 0.05169 0.00536 Sources: Scott County Auditor and League of Minnesota Cities Reports 137 CITY OF SHAKOPEE Table 7 PRINCIPAL TAXPAYERS Current Year and Nine Years Ago 2015 2006 Percentage Percentage 2014/15 of Total 2005/06 of Total Tax Cap. Tax Cap. Tax Cap. Tax Cap. Taxpayer Type of Business Value Rank Value Value Rank Value Excel Energy Electrical Generation $ 625,521 1 1.44% $ 422,938 1 1.51% J&J Minneapolis LLC Manufacturing 449,000 2 1.03% Rahr Malting Grain Processing 447,112 3 1.03% 401,067 2 1.43% Seagate Manufacturing/Research 419,250 4 0.96% 399,250 3 1.42% Lothenbach Properties Warehouse/Manufacturing 399,250 5 0.92% St.Francis RMC Health Care 374,500 6 0.86% Certainteed Manufacturing 365,250 7 0.84% 335,258 6 1.19% Shakopee Station LLC Retail 353,200 8 0.81% Canterbury Park Horse Racing 340,760 9 0.78% Valleyfair Amusement Park 323,250 10 0.74% 300,784 8 1.07% Shakopee Crossing LTD Retail 344,163 4 1.23% Shakopee Valley Market Retail 339,458 5 1.21% KMart Warehouse Warehouse/Distribution Center 300,988 7 1.07% 01RE Property Management 272,128 10 0.97% $ 4,097,093 9.41`Yo $ 3,396,996 12.10% Source: Scott County Auditor 139 CITY OF SHAKOPEE Table 8 PROPERTY TAX LEVIES AND COLLECTIONS Last Ten Fiscal Years Ratio of Accumulated Percentage Delinquent Collections Percentage Collections of Total Accumulated Taxes to Year Tax of Current of Levy of Prior Total Collections Delinquent Current Collected Levy Years Taxes Collected Years Taxes Collections To Tax Levy Taxes Years Taxes 2006 $10,951,917 $ 9,945,490 91% $ 38,986 $ 9,984,476 91% $ 279,316 2.55% 2007 12,745,449 12,418,768 97% 91,200 12,509,968 98% 331,315 2.60% 2008 14,222,007 13,661,366 96% 208,470 13,869,836 98% 483,317 3.40% 2009 14,983,677 14,457,378 96% 157,920 14,615,298 98% 319,740 2.13% 2010 14,918,665 13,971,356 94% 55,020 14,026,376 94% 310,624 2.08% 2011 14,837,438 14,019,831 94% 278,981 14,298,812 96% 260,248 1.75% 2012 14,837,438 14,553,417 980/o 188,750 14,742,167 99% 235,011 1.58% 2013 15,483,223 15,109,599 98% 279,485 15,389,084 99% 293,025 1.89% 2014 16,312,179 16,177,463 99% - 16,177,463 99% 157,555 0.97% 2015 16,773,267 16,351,700 97% - 16,351,700 97% 145,958 0.87% Source:Scott County Auditor 1. The above data does not include tax increment districts. 2. The State of Minnesota cancelled$561,000 in 2006,$243,439 in 2008,$511,956 in 2009,$558,860 in 2010 and$595,572 of annual aid payments to the City that were part of the tax levy. 139 CITY OF SHAKOPEE Table 9 RATIO OF OUTSTANDING DEBT BY TYPE Last Ten Fiscal Years Governmental Activities Business-type Special Activities Total Percentage Fiscal G.O. Assessment Revenue Primary of Personal Per Year Bonds Bonds Bonds Government Income Capita 2006 $ 7,950,000 $ 17,070,000 $ 34,535,000 $ 59,555,000 4.9% 1,816 2007 7,560,000 17,165,000 33,895,000 58,620,000 4.5% 1,752 2008 7,165,000 16,450,000 33,225,000 56,840,000 4.1% 1,689 2009 6,755,000 14,200,000 22,235,000 43,190,000 4.1% 1,276 2010 6,340,000 12,370,000 21,470,000 40,180,000 3.4% 1,084 2011 5,905,000 10,240,000 - 16,145,000 1.3% 428 2012 10,325,000 8,735,000 - 19,060,000 1.6% 504 2013 9,865,000 7,125,000 - 16,990,000 1.4% 446 2014 9,390,000 4,440,000 - 13,830,000 1.1% 353 2015 5,100,000 3,115,000 - 8,215,000 0.7% 208 Sources: See Table 14 for income and population data. Note: From 2006-2010, the SPUC Funds, Water and Electric Enterprise Funds,were reported as a blended component unit of the City. In 2011, SPUC Funds have been presented as discretely presented component units as it no longer met the criteria for blending. 140 CITY OF SHAKOPEE Table 10 RATIOS OF GENERAL BONDED OUTSTANDING Last Ten Fiscal Years Percentage of Percentage of Actual Taxable Total Fiscal G.O. Value of Per Personal Year Bonds Property Capita Income 2006 $ 7,950,000 0.27% 242 0.65% 2007 7,560,000 0.22% 226 0.61% 2008 7,165,000 0.19% 213 0.52% 2009 6,755,000 0.18% 199 0.65% 2010 6,340,000 0.17% 171 0.54% 2011 5,905,000 0.17% 157 0.49% 2012 10,325,000 0.31% 273 0.86% 2013 9,865,000 0.32% 259 0.81% 2014 9,390,000 0.29% 239.88 0.75% 2015 5,100,000 0.14% 129.04 0.40% Sources: 1. Metropolitan Council estimated for population. 2006-2009 populations are the City's estimate. 2. Scott County Auditor 141 (THIS PAGE LEFT BLANK INTENTIONALLY) 142 CITY OF SHAKOPEE Table 11 DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT December 31, 2015 Percentage Amount Applicable Applicable G.O. To City of To City of Debt Shakopee (1) Shakopee Direct Debt: City of Shakopee $ 8,215,000 100.0% $ 8,215,000 Overlapping Debt: Independent School District No. 720 216,945,000 85.4% 185,271,030 Independent School District No. 191 162,490,000 2.2% 3,574,780 Scott County 63,050,000 27.2% 17,149,600 Metropolitan Council (2) 20,500,000 1.3% 266,500 Total Overlapping Debt: 462,985,000 206,261,910 Total Direct and Overlapping Debt $ 471,200,000 $ 214,476,910 Source: Springsted Carver County Metropolitan Council Note: Overlapping governments are those that coincide, at least in part, with geographic boundaries of the City. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City. This process recognizes that, when considering the City's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt of each government. (1) The percentage of overlapping debt is estimated using net tax capacity. Applicable percentages were estimated by determining the portion of net tax capacity that is within the City's boundaries and dividing it by total net tax capacity for each entity. (2) Excludes general obligation debt supported by wastewater revenues and housing rental payments. Includes certificates of participation 143 CITY OF SHAKOPEE LEGAL DEBT MARGIN INFORMATION Last Ten Fiscal Years 2006 2007 2008 2009 Market Value(Taxable) $ 2,987,657,400 $ 3,419,040,600 $ 3,800,795,500 $ 3,850,591,200 Debt Limit-Percent of Market Value(Note A) 59,753,148 68,380,812 114,023,865 115,517,736 Amount of Debt Applicable to Debt Limit: G.O.Bonds 7,950,000 7,560,000 7,165,000 6,755,000 Available in Debt Service Funds (810,494) (834,155) (847,608) (837,100) Total Debt Applicable to Debt Limit 7,139,506 6,725,845 6,317,392 5,917,900 Legal Debt Margin $ 52,613,642 $ 61,654,967 $ 107,706,473 $ 109,599,836 NOTE(A): M.S.A. Section 475.53 (Limit on Net Debt) Subdivision 1. Generally,except of otherwise provided in Sections 475.51 to 475.75,no municipality,except a school district or a city of the first class, shall incur or be subject to a net debt in excess of 2% (3%starting 2008)of the market value of taxable property in the municipality." NOTE(B): M.S.A. Section 475.51 Definitions: Subdivision 4. "Net debt" means the amount remaining after deduction from its gross debt the aggregate of the principal of the following: (1) Obligations issued for improvements which are payable wholly or partly from the proceeds of special assessments levied upon property specially benefited thereby, including those which are general obligations of the municipality issuing them,if the municipality is entitled to reimbursement in whole or in part from the proceeds of the special assessments. (2) Warrants or orders having no definite or fixed maturity. (3) Obligations payable wholly from the income of revenue-producing conveniences. (4) Obligations issued to create or maintain a permanent improvement revolving fund. (5) Obligation issued for the acquisition,and betterment of public waterworks systems, and public lighting, heating or power systems and on any combination thereof or for any other public convenience from which a revenue is or may be derived. (6) Amount of all money and the face value of all securities held as a sinking fund for the extinguishment of obligations other than those deductible under this subdivision. M.S.A. Section 469.178,subdivision 1. (tax increment bonds) "... The bonds are not included for purposes of computing the net debt of any municipality. 144 Table 12 2010 2011 2012 2013 2014 2015 $3,710,814,056 $ 3,570,069,500 $3,347,179,800 $ 3,064,695,700 $3,206,518,700 $ 3,629,757,200 107,102,085 107,102,085 100,415,394 91,940,871 96,195,561 108,892,716 6,340,000 5,905,000 10,325,000 9,865,000 9,390,000 5,100,000 (786,306) (826,957) (4,974,768) (4,836,597) (4,833,096) (1,511,502) 5,553,694 5,078,043 5,350,232 5,028,403 4,556,904 3,588,498 $ 101,548,391 $ 102,024,042 $ 95,065,162 $ 86,912,468 $ 91,638,657 $ 105,304,218 145 CITY OF SHAKOPEE Table 13 PLEDGED REVENUE COVERAGE Last Ten Fiscal Years Utility Bonds Utility Less: Net Fiscal Service Operating Available Debt Service Year Charges Expense Revenue Principal Interest Coverage 2006 $ 38,445,403 $ 31,436,969 $ 7,008,434 $ 785,000 $ 1,174,711 3.58 2007 44,692,049 36,644,414 8,047,635 640,000 1,574,925 3.63 2008 45,499,791 38,689,351 6,810,440 670,000 1,523,198 3.11 2009 42,437,910 33,009,500 9,428,410 710,000 1,012,874 5.47 2010 45,586,795 36,375,440 9,211,355 765,000 939,426 5.40 2011 - - - - - - 2012 - - - - - - 2013 - - - - - - 2014 - - - - - - 2015 - - - - - - 1. Operating expense excludes depreciation and amortization. Note: From 2006-2010, the SPUC Funds,Water and Electric Enterprise Funds,were reported as a blended component unit of the City. In 2011, SPUC Funds have been presented as discretely presented component units as it no longer met the criteria for blending. 146 CITY OF SHAKOPEE Table 14 DEMOGRAPHIC AND ECONOMIC STATISTICS Last Ten Calendar Years Fiscal School Unemployment Total Per Capita Personal Year Population(1) Enrollment(2) Rate(3) Employment Income (3) Income (4) 2006 32,800 6,643 3.9% 19,098 $ 37,023 $ 1,214,354,400 2007 33,460 6,905 4.6% 19,020 39,042 1,306,345,320 2008 33,660 7,163 6.3% 18,967 31,900 1,375,044,660 2009 33,860 7,465 7.4% 18,728 30,900 1,046,274,000 2010 37,076 7,814 6.5% 19,933 31,700 1,175,309,200 2011 37,721 8,115 5.2% 20,449 32,017 1,207,713,257 2012 37,841 8,392 4.6% 20,926 31,628 1,196,835,148 2013 38,120 8,452 3.8% 21,233 31,829 1,213,321,480 2014 39,144 8,698 3.6% 21,439 32,174 1,259,419,056 2015 39,523 8,939 3.0% 21,877 31,965 1,263,352,695 Source: 1. 2010 is the official census figure. 2005-2009,2011-2015 are the City's estimate. 2. Shakopee School District, SACS,Bloomington Lutheran 3. Minnesota Department of Employment and Economic Development 4. Per capita income times population 147 (THIS PAGE LEFT BLANK INTENTIONALLY) 149 CITY OF SHAKOPEE Table 15 PRINCIPAL EMPLOYERS Current Year and Nine Years Ago 2015 2006 Total Total City City Taxpayer Type of Business Employees Rank Employment Employees Rank Employment Valley Fair Amusement Park 1,672 1 7.64% 1,600 1 8.88% School District No.720 Education 1,290 2 5.90% 787 4 4.37% Seagate Manufacturing/Research 1,000 3 4.57% 1,500 2 8.32% Canterbury Park Horse Racing 839 4 3.84% 1,000 3 5.55% St.Francis RMC Health Care 830 5 3.79% 750 5 4.16% Entrust Datacard Manufacturing 820 6 3.75% Imagine Print Solutions Printing 815 7 3.73% Scott County Government 632 8 2.89% 740 6 4.11% Emerson Manufacturing 463 9 2.12% Shutterfly Printing 400 10 1.83% Northstar Auto Auction Auto Auction 350 7 1.94% American Color-SVP Printing 300 8 1.66% TORO Manufacturing 300 9 1.66% CertainTeed Manufacturing 300 10 1.66% 8,761 40.06% 7,627 42.31% Total Employment 21,877 19,098 Source: Minnesota Department of Employment and Economic Development and Shakopee Chamber of Commerce. 149 CITY OF SHAKOPEE FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION/PROGRAM Last Ten Fiscal Years 2006 2007 2008 2009 2010 General Government: Administration 6 5 5 5 5 City Clerk 4 4 4 4 4 Finance 3 3 3 3 3 Planning 5 5 5 5 5 Facilities Maintenance 6 6 7 6 6 Information Technology 2 2 2 2 2 Public Safety: Police: Licensed 45 46 47 47 47 Other 7 7 6 6 6 Fire: Full time - 1 2 3 3 Paid On Call 48 48 48 44 44 Building Inspection 8 7 6 5 5 Public Works: Engineering 9 7 7 7 7 Street 12 12 13 13 13 Shop 3 3 3 3 3 Park and Recreation: Park Maintenance 7 8 8 8 8 Natural Resources - - - - - Recreation 10 10 7 7 7 Economic Development: EDA - - - - - Total 175 174 173 168 168 Source: City departments 150 Table 16 2011 2012 2013 2014 2015 5 6 7 8 6 4 3 3 3 3 3 4 4 4 4 5 5 5 5 5 6 4 4 4 3 2 2 2 2 4 50 49 47 47 48 6 7 10 10 11 3 3 7 7 7 42 44 44 43 43 5 5 5 5 4 7 7 7 8 8 13 13 13 14 14 4 3 3 4 4 8 8 8 9 9 - - 1 2 2 7 7 7 7 9 - - 1 1 1 170 170 178 183 185 151 CITY OF SHAKOPEE OPERATING INDICATORS BY FUNCTION/PROGRAM Last Ten Fiscal Years 2006 2007 2008 2009 General Government Planning Number of Case Files 91 67 68 35 Number of Plats Filed 10 3 2 2 Number of Acres Platted 155 38 50 34 Public Safety Police Arrests 1,770 2,199 1,881 1,913 Citations 4,970 6,073 4,058 6,127 Calls for Service 18,333 19,606 19,057 17,909 Fire Calls for Service 494 609 538 517 Building Inspection Building Permits Issued 1,131 1,194 1,019 1,102 Number of Inspections 9,671 8,174 5,946 9,726 Single Family Homes Permitted 223 138 94 314 Public Works Street Miles of Roadway 153 154 154 154 Park and Recreation Park Maintenance Acres Maintained 930 930 933 933 Recreation Program Participants 9,928 10,847 11,410 10,377 Community Center Members 578 597 613 823 Community Center Admissions 91,776 100,044 100,397 109,257 Source: City departments 152 Table 17 2010 2011 2012 2013 2014 2015 33 24 47 49 45 75 1 2 5 8 7 9 6 68 89 99 68 335 1,962 1,666 1,798 1,387 1,524 2,121 5,528 5,647 5,636 5,656 4,934 5,510 17,831 17,852 18,349 17,822 17,846 19,357 557 600 617 584 730 745 1,083 1,881 1,413 3,556 3,557 4,268 8,048 8,004 8,191 7,446 7,790 8,438 160 118 97 104 61 60 154 154 154 154 156 156 933 933 933 933 1,015 1,402 13,001 13,157 13,104 15,854 18,540 29,446 2,534 3,682 4,009 5,025 2,610 2,028 117,336 120,667 128,929 140,778 124,124 112,000 153 CITY OF SHAKOPEE CAPITAL ASSET STATISTICS BY FUNCTION/PROGRAM Last Ten Fiscal Years 2006 2007 2008 2009 2010 Police: Stations 1 1 1 1 1 Patrol Zones 4 4 4 4 4 Patrol Units 15 15 15 15 15 Fire Stations 2 2 2 2 2 Street: Miles of Roadway 153 154 154 154 154 Traffic Signals 25 25 26 27 27 Parks: Acres 1,015 1,015 1,019 1,024 1,024 Ball Fields 47 47 49 49 52 Playgrounds 18 22 24 24 24 Source: City Departments 154 Table 18 2011 2012 2013 2014 2015 1 1 1 1 1 4 4 4 4 4 15 15 15 15 15 2 2 2 2 2 154 154 154 156 156 27 29 29 30 30 1,024 1,048 1,048 1,055 1,055 54 56 56 56 56 26 26 26 26 26 155 City of Shakopee Communications Letter December JI. 2015 U " berganler, Mit City of Shakopee Table of Contents Report on Matters Identified as a Result of the Audit of the Financial Statements 1 Significant Deficiency 3 Other Deficiencies 4 Required Communication 5 Financial Analysis 8 Emerging Issues 19 bergan DV BerganKDV,Ltd. Report on Matters Identified as a Result of the Audit of the Financial Statements Cedar Falls 602 Mail]Street Suite,100 P.O'Box 489 Honorable Mayor, Members Cedar Falls,IA 50613-0026 of the City Council and Management T 319268.1.71.5 City of Shakopee F 319268.1720 Shakopee, Minnesota Cedar Rapids 2720 1st Avenue NE Suite 300 P.O.Box 10200 Cedar Rapids,IA 52402-0200 In planning and performing our audit of the financial statements of the City of Shakopee, T 319294.s000 Minnesota, as of and for the year ended December 31, 2015, in accordance with auditing F 3.19.294.9003 standards generally accepted in the United States of America, we considered the City's Coralville 1130 Corridor Way internal control over financial reporting (internal control) as a basis for designing auditing Suite 301 procedures that are appropriate in the circumstances for the purpose of expressing our P.O.Box 5267 Coralville,IA opinion on the financial statements, but not for the purpose of expressing an opinion on the 5224.1 0267 T 319248.0367 effectiveness of the City's internal control. Accordingly, we do not express an opinion on F 319,248,0582 the effectiveness of the City's internal control. Des Moines 9207 Northpark D6ve Johnston,IA Our consideration of internal control was for the limited purpose described in the preceding 50131-2933 paragraph and was not designed to identify all deficiencies in internal control that might be 'F '5 J5'727.5700 ,727,5800 material weaknesses or significant deficiencies and, therefore, material weaknesses or Minneapolis significant deficiencies may exist that were not identified. 3800 American Blvd W Smite 1000 Bloomington,MN 55431-4420 A deficiency in internal control exists when the design or operation of a control does not T 952,563,6800 allow management or employees, in the normal course of performing their assigned F 952.563.6801 functions, to prevent, or detect and correct, misstatements on a timely basis. A material St.Cloud 220 Palk Avenue S weakness is a deficiency, or a combination of deficiencies in internal control, such that there P.O,Box 1304 is a reasonable possibility that a material misstatement of the City's financial statements will s'-Clo ,MIN 56302ud-3713 not be prevented, or detected and corrected on a timely basis. We did not identify any T 320.251.7010 F 320.251.1784 deficiencies in internal control that we consider to be material weaknesses. Waterloo 100 East Park Avenue A significant deficiency is a deficiency, or a combination of deficiencies, in internal control Suite 300 P.O.Box 2100 that is less severe than a material weakness, yet important enough to merit attention by those w,,t,,'--.IA 50704-2100 charged with governance. The significant deficiency identified is stated within this letter. T 319 234,6885 F 319,2314,6287 During our audit, we also became aware of deficiencies in internal control other than bergankciv.coin significant deficiencies or material weaknesses, and other matters that are opportunities for strengthening internal controls and operating efficiency. They are described in the accompanying letter under Other Deficiencies. The accompanying memorandum also includes financial analysis provided as a basis for discussion. The matters discussed herein were considered by us during our audit and they do not modify the opinion expressed in our Independent Auditor's Report dated May 23, 2016, on such statements. 1 (do ,,V berganKDV This communication is intended solely for the information and use of management, the City Council, others within the City and state oversight agencies and is not intended to be and should not be used by anyone other than these specified parties. �Vw St. Cloud, Minnesota May 23, 2016 2 City of Shakopee Significant Deficiency LACK OF SEGREGATION OF ACCOUNTING DUTIES Adequate segregation of accounting duties is in place when the four areas of a transaction have been separated: authorization, custody, recording, and reconciliation. During 2015, the City did not have sufficient staff to segregate the duties listed above. The lack of adequate segregation of accounting duties could adversely affect the City's ability to initiate,record,process, and report financial data consistent with the assertions of managements in the financial statements. Specific areas where there is a lack of internal controls include (but is not all-inclusive): Payroll The Payroll Clerk processes payroll,posts payroll to the general ledger, issues direct deposits, prepares the payroll taxes, initiates transfers for payment of payroll, prepares all W-2s, and maintains all data files as well as the payroll program. Cash Receipts Deposits at City Hall—The front desk personnel receives money, codes the revenue, and prepares bank deposits. The Accounting Manager reconciles cash and posts all deposits into the general ledger. Deposits at Recreation Center— One employee is able to receipt money and prepare the bank deposit. Cash Disbursements The Accounting Clerk enters invoices, matches purchase orders to invoices, and prepares checks for payment. The Accounting Manager reconciles cash. Management is aware of this condition and has taken certain steps to compensate for the lack of segregation but due to the number of staff needed to properly segregate all of the accounting duties, the costs of obtaining desirable segregation of accounting duties often exceeds benefits which could be derived. However, management must remain aware of this situation and should continually monitor the accounting system, including changes that occur. 3 City of Shakopee Other Deficiencies IMPROVE ICE ARENA RECEIPTING INTERNAL CONTROL During our audit, we analyzed the receipts collection process of the ice arena and found the process to be decentralized from the City's regular receipting process. Currently, the City employs an Ice Arena Manager who collects and records funds and also maintains copies of signed ice rental contracts and a list of payers, creating a segregation of duties incompatibility. Areas where controls could be implemented include: • Segregate duties so that employees are not able to receipt money, prepare reconciliations, and prepare the deposit • Have an employee independent of collecting the cash maintain and create the billing contracts to ensure that all the contracts are being billed and the revenue is being deposited by the City • Check ice arena schedules to contracts to ensure that all ice time is being billed To improve internal control over the ice arena receipting process and to prevent potential omissions and errors, we recommend the City implement additional oversight procedures to ensure the accuracy and completeness of ice arena receipts. 4 City of Shakopee Required Communication We have audited the basic financial statements of the City for the year ended December 31, 2015, and have issued our report dated May 23, 2016. Professional standards require that we provide you with the following information related to our audit. OUR RESPONSIBILITY UNDER AUDITING STANDARDS GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA AND GOVERNMENT AUDITING STANDARDS As stated in our engagement letter, our responsibility, as described by professional standards, is to express an opinion about whether the financial statements prepared by management with your oversight are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America. Our audit of the financial statements does not relieve you or management of your responsibilities. As part of our audit, we considered the internal control of the City. Such considerations were solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we performed tests of the City's compliance with certain provisions of laws, regulations, contracts, and grants. However, the objective of our tests was not to provide an opinion on compliance with such provisions. Our responsibility for the supplementary information accompanying the financial statements, as described by professional standards, is to evaluate the presentation of the supplementary information in relation to the financial statements as a whole and to report on whether the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. PLANNED SCOPE AND TIMING OF THE AUDIT An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit involved judgment about the number of transactions to be examined and the areas to be tested. Our audit included obtaining an understanding of the City and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Material misstatements may result from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or(4) violations of laws or governmental regulations that are attributable to the City, or to acts by management or employees acting on behalf of the City. 5 City of Shakopee Required Communication QUALITATIVE ASPECTS OF ACCOUNTING PRACTICES Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the City are described in Note 1 to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during the year ended December 31, 2015. We noted no transactions entered into by the City during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the financial statements were: Depreciation—The City is currently depreciating its capital assets over their estimated useful lives, as determined by management, using the straight-line method. Expense/Expenditure Allocation— The City is currently allocating certain costs among the programs and supporting services benefited. The costs are allocated based on management's estimates. Net Other Post Employment Benefits (OPEB) Obligation—This liability is based on an actuarial study using estimates of future obligations of the City for post-employment benefits. Net Pension Liability, Deferred Outflows of Resources Relating to Pension Activity, and Deferred Inflows of Resources relating to Pension Activity—These balances are based on an allocation by the pension plans using estimates based on contributions. The financial statement disclosures are neutral, consistent, and clear. DIFFICULTIES ENCOUNTERED IN PERFORMING THE AUDIT We encountered no significant difficulties in dealing with management in performing and completing our audit. CORRECTED AND UNCORRECTED MISSTATEMENTS Professional standards require us to accumulate all misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. Management did not identify and we did not notify them of any uncorrected financial statement misstatements. In addition, none of the misstatements detected as a result of audit procedures and corrected by management were material, either individually or in the aggregate, to the financial statements taken as a whole. 6 City of Shakopee Required Communication DISAGREEMENTS WITH MANAGEMENT For purposes of this letter, a disagreement with management is a financial accounting,reporting, or auditing matter, whether or not resolved to our satisfaction that could be significant to the financial statements or the auditor's report. We are pleased to report that no such disagreements arose during the course of our audit. MANAGEMENT REPRESENTATIONS We requested certain representations from management that are included in the management representation letter. MANAGEMENT CONSULTATIONS WITH OTHER ACCOUNTANTS In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a"second opinion" on certain situations. If a consultation involves application of an accounting principle to the City's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. OTHER AUDIT FINDINGS OR ISSUES We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the City's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. OTHER MATTERS With respect to the supplementary information accompanying the financial statements, we made certain inquiries of management and evaluated the form, content and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. 7 City of Shakopee Financial Analysis The following pages provide graphic representation of select data pertaining to the financial position and operations of the City for the past five years. Our analysis of each graph is presented to provide a basis for discussion of past perforinance. GENERAL FUND OPERATIONS OF THE CITY For the year ended December 31, 2015,revenues and transfers in exceeded expenditures and transfers out. Total fund balance in the General Fund remained stable, increasing $2,064, or 0.02%, in 2015 to $9,840,110. General Fund $25,000,000 $21,000,000 $17.000,000 $13,000,000 $9,000,000 $5,000,000 $1,000,000 2011 2012 2013 2014 2015 ®Rewnucs $20,956,396 S21,77Q348 $22,869,399 $23,794,189 $24,331,286 ®Expenditures 18,674,938 18,694,101 19,539,401 20,506,749 21,063,756 ■Fund Balance 9,304,194 9,522,841 91092,989 9,838,046 9,840,110 General Fund Revenues/Expenditures Per Capita $700 $wo $500 $400 $300 $200 $100 lilt$- 2011 2012 2013 2014 2015 ®lie�euues ®t;apeuditures 8 City of Shakopee Financial Analysis GENERAL FUND OPERATIONS OF THE CITY (CONTINUED) Unassigned Fund Balance as a Percent of Expenditures 70% 60% 50% �,, „ lop, 40% 30% 20% 10% 0% 2011 2012 2013 2014 2015 The City's target General Fund balance is an unassigned level between 40% (minimum) and 45% of current year budgeted expenditures. This level is to provide working capital for cash flow, expected decline in revenues and unforeseen expenditures such as natural disasters. Replenishing the Fund balance when it falls below the target level shall be accomplished by interfund transfers or budgeting for expenditures and other uses to be less than revenues or other sources over a period not to exceed three years. For the year ended December 31, 2015, the City maintained an unassigned fund balance of 47% of current year expenditures. The City also evaluates the unassigned fund balance as a percentage of the next years budgeted expenditures. Based on the 2016 budget the City has an unassigned fund balance of 43%. 9 City of Shakopee Financial Analysis GENERAL FUND REVENUES The City's revenue in the General Fund has increased each of the last five years. During 2015, revenue in the General Fund exceeded the prior year revenue by $537,097, increasing from $23,794,189 to $24,331,286. Property taxes increased due to an increase in the General Fund levy of approximately $345,000; as well as additional lodging tax revenue, this increase was offset due to an increase in tax petitions during the year. Intergovernmental revenue increased $165,000 as a result of additional state funding for road maintenance. Licenses and permits increased $489,000 due to increased development within the city. Fines and forfeitures decreased$384,000 due to changing the Scott Joint Prosecution Services in 2015. Charges for services increased $158,000 with increased police contracted services and engineering working on additional projects. Miscellaneous revenues were consistent with the prior year. During 2015,property taxes represented 66% of the total General Fund revenues. Charges for services represented the second largest component at 18%. General Fund Revenues $25,000,000 $22,000,000 $19,000,000 $16,000,000 $13,000,000 $10,000,000 $7,000,000 $4,000,000 $1,000,000 2011 2012 2013 2014 2015 ®Miscellaneous $397,477 $359,323 $132,202 $333,177 $319,491 ■Charges for Services 3,879,113 4,035,921 4,304,786 4,294,637 4,452,415 ®Fines and Forfeitures 357,249 368,167 348,262 391,500 7,093 ■Licenses and Permits 1,225,560 1,229,184 1,443,885 1,534,165 2,023,436 ®Intergovernmental 796,076 991,445 1,042,127 1,191,127 1,356,733 ®Taxes and Assessments 14,300,921 14,786,308 15,598,137 16,049,583 16,172,118 10 City of Shakopee Financial Analysis GENERAL FUND EXPENDITURES In 2015, total General Fund expenditures increased $557,007, or 2.7%, from $20,506,749 in 2014 to $21,063,756 in 2015. General government increased approximately $368,000 as a result of step and lane increases for employees, additional lodging tax expenditures, the purchase of election equipment and increased professional services. Public works increased $200,000 as a result of additional staff, step and lane increases, and additional costs incurred for road overlay projects. Public safety and recreation were consistent with prior year amounts. 2015 General Fund Expenditures Recreation 19% General Government 18% Public Works 14% Public Safety 49% 2014 General Fund Expenditures Recreation General Government 19% 17% Public Works 14% Public Safety 50% 11 City of Shakopee Financial Analysis GENERAL FUND OPERATIONS OF THE CITY For the 2015 operating year, the City Council provided a budget that would decrease the General Fund balance by $412,274. Revenues exceeded expectations and expenditures were 3.8%under budget. At year-end,revenues and transfers in exceeded expenditures and transfers out by$2,064. MRWR $ 161174,500 $ 16,172,118 $ (2,382) 1,348,300 2,023,436 675,136 1,028,393 1,356,733 328,340 4,050,700 4,452,415 401,715 251,000 7,093 (243,907) 252,000 319,491 67,491 $ 23,104,893 $ 24,331,286 $ 1,226,393 $ 4,448,225 $ 3,883,112 $ (565,113) 9,920,344 10,227,291 306,947 3,238,343 3,036,284 (202,059) 4,260,255 3,917,069 (343,186) $ 21,867,167 $ 21,063,756 $ (803,411) $ 250,000 $ 250,000 $ - (1,900,000) (3,515,466) (1,615,466) (1,650,000) (3,265,466) (1,615,466) $ (412,274) $ 2,064 $ 414,338 During 2015, revenue in the General Fund exceeded the budget by$1,226,393, or 5.3%. Significant revenue budget variances are a result of conservative budgeting for revenues that can fluctuate during the year, such as licenses, permits and engineering fees, and additional construction aid not anticipated. Fines and forfeitures were under budget due to fewer seizures and sales during the year. All functions of the expenditures, except public safety, were under budget. General government was under budget due to positions that were vacant during the year and to increase reserves. Public safety was over budget due to a change in the allocation of liability and workers compensation insurance to be based on actual charges. Public works was under budget due to conservative spending, less overtime than anticipated and needing less sand and salt than budgeted. Parks and recreation was under budget due to projects that were budgeted and not completed and conservative spending. 12 City of Shakopee Financial Analysis ENTERPRISE FUNDS The City has three enterprise funds. The following charts compare the segment information and net position of the Sewer and Storm Drainage enterprise funds for the last five years. Sewer Fund $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $(1,000,000) $(2,000,000) 2011 2012 2013 2014 2015 ®Operating Revenues $2,936,144 $3,730,226 52,973,474 $2,872,662 $2,845,439 ®Operating Expenses 3,836,202 3,953,269 4,122,406 3.734,691 3,846,338 ■Operating Loss (900,058) (223,043) (1,148,932) (862,029) (1,000,899) ■Change in Net Position (524,858) (14,003) (1,162,542) (201,729) (1,425,120) Storm Drainage Fund $2,000,000 $1,500,000 $1,000,000 $500,000 $(500,000) $(1,000,000) 2011 2012 2013 2014 2015 ®Service Charges $995,855 $1,037,427 57,047,160 $1,066,118 $1,102,728 ®Operating Expenses 1,411,271 11472,361 1,604,937 1,935,464 1,748,461 ■Operating Loss (415,416) (434,934) (557,777) (869,346) (645,733) ■Change in Net Position 55,008 431.658 (3,004) 101,746 363,481 During 2015, the Sewer and Storm Drainage Funds both had operating losses. The Funds have reported an operating loss for the past five years. This is primarily due to the depreciation expense in both Funds. 13 City of Shakopee Financial Analysis TAX LEVY, CAPACITY,AND RATES The 2014 and 2015 levy includes the General Fund and debt service levies. The tax levy is then reduced by fiscal disparity credit that is received in the form of state aid. Disparity aid is reported as tax revenue and reduces the amount of property tax revenue levied upon the City. Taxable Tax Capacity and Certified Levy $40,000,000 $35,000,000 $30,000,000 $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 $ 2011 2012 2013 2014 2015 ®Taxable Tax Capacity $37,680,587 $35,402,744 $32,445,035 $34,210,957 $38,705,002 ®Certified Levy 14,717,367 14,717,435 15,333,211 16,137,178 16,573,266 * Tax capacity values and levy obtained from the League of Minnesota Cities. 14 City of Shakopee Financial Analysis TAX LEVY, CAPACITY,AND RATES (CONTINUED) Tax Capacity Rate 55 50 45 IIIIIIII°�� 35 � a w u 8 &W 30 25 20 15 10 5 0 2011 2012 2013 2014 2015 ---City Rate -0^ ,State Average Metro City Average * Tax rates obtained from the League of Minnesota Cities. 15 City of Shakopee Financial Analysis DEBT SERVICE The following charts illustrate debt service requirements, including principal and interest through 2025 and bonded debt for the last five years. In 2016, the City issued$29,500,000 in G.O. Tax Abatement Bonds, Series 2016A, which will impact these charts in future years. Debt Service Schedule $2,000,000 $1,800,000 $1,600,000 $1,400,000 $1,200,000 $1,000.000 $800,000 $600,000 $400,000 $200,000 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Bonded General Obligation Debt $20,000,000 $18,000,000 $16,000,000 $14,000,000 $12,000,000 $10,000,000 $8,000,000 d.. $6,000,000 o� $4,000,000 $2,000,000 $- 2011 2012 2013 2014 2015 ®Grose Bonded Debt ■Debt Service Fund Balance ®Net Bonded Debt 16 City of Shakopee Financial Analysis ADDITIONAL INFORMATION The following information shows 2014 per capita data for the City in comparison to three other cities similar in size and/or operations (Cities of Savage, Eden Prairie, and Chaska [the "Cities"]). This information is based on the population estimates listed below. Information for 2015 is not yet available. When analyzing this information, keep in mind that each of the Cities is unique in its operations. 39,144 183 29,047 153 62,729 204 ,JE� 24,811 187 The graph below shows the total General Fund revenues and expenditures per capita, as well as General Fund tax revenues per capita for the various Cities. 2014 General Fund Revenues and Expenditures Per Capita $800 $700 $600 $500 $400 $300 $200 $100 $0 Total Expenditures Total Revenues Fax Revenues ®Shakopee $524 $608 $410 ®Savage 422 451 357 ■Eden Prairie 649 668 477 ■Chaska 479 468 149 * Population,revenues and expenditures obtained from 2014 Comprehensive Annual Financial Report (CAFR) for all Cities 17 City of Shakopee Financial Analysis ADDITIONAL INFORMATION (CONTINUED) The following graphs show the General Fund expenditures by function per capita for the various Cities. 2014 General Fund Expenditures Per Capita $300 $250 $200 $150 $100 $50 $0 General Govemment Public Safetv Public Works Recreation ®Shakopee $90 $260 $72 $102 ®Savage 74 198 79 48 ■Eden Prairie 63 295 91 164 ■Chaska 170 182 106 20 2014 Per Capita Information Governmental Funds $3,000 $2,500 $2,000 $1,500 $1,000 $500 $0 Outstanding Debt* Total Revenues* Tax Revenues* Capital Outlay* ®Shakopee $353 $826 $424 $185 ®Savage 1,850 968 559 373 ■Eden Prairie 807 956 573 335 ■Chaska 1,281 1,016 432 297 * Data obtained from 2014 Comprehensive Annual Financial Report(CAFR) for all Cities 18 City of Shakopee Emerging Issues Executive Summary The following is an executive summary of financial and business related updates to assist you in staying current on emerging issues in accounting and finance. This summary will give you a preview of the new standards that have been recently issued and what is on the horizon for the near future. The most recent and significant updates include: Accounting Standard Update–Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions– Governmental Accounting Standards Board(GASB)has issued GASB statement 75 relating to accounting and financial reporting for postemployment benefits other than pensions. The new statement requires governments in all types of OPEB plans to present more extensive note disclosures and required supplementary information(RSI) about their OPEB liabilities. The following are extensive summaries of each of the current updates. As your continued business partner, we are committed to keeping you informed of new and emerging issues. We are happy to discuss these issues with you further and their applicability to your City. ACCOUNTING STANDARD UPDATE– GASB STATEMENT NO. 75-ACCOUNTING AND FINANCIAL REPORTING FOR POSTEMPLOYMENT BENEFITS OTHER THANPENSIONS The primary objective of this statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or OPEB). It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. This statement results from a comprehensive review of the effectiveness of existing standards of accounting and financial reporting for all postemployment benefits (pensions and OPEB) with regard to providing decision-useful information, supporting assessments of accountability and interperiod equity, and creating additional transparency. This statement replaces the requirements of Statements No. 45,Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, as amended, and No. 57, OPEB Measurements by Agent Employers and Agent Multiple-Employer Plans, for OPEB. Statement No. 74,Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans, establishes new accounting and financial reporting requirements for OPEB plans. GASB Statement 75 requires governments to report a liability on the face of the financial statements for the OPEB that they provide: Governments that are responsible only for OPEB liabilities related to their own employees and that provide OPEB through a defined benefit OPEB plan administered through a trust that meets specified criteria will report a net OPEB liability—the difference between the total OPEB liability and assets accumulated in the trust and restricted to making benefit payments. 19 City of Shakopee Emerging Issues ACCOUNTING STANDARD UPDATE— GASB STATEMENT NO. 75-ACCOUNTING AND FINANCIAL REPORTING FOR POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS (CONTINUED) • Governments that participate in a cost-sharing OPEB plan that is administered through a trust that meets the specified criteria will report a liability equal to their proportionate share of the collective OPEB liability for all entities participating in the cost-sharing plan. • Governments that do not provide OPEB through a trust that meets specified criteria will report the total OPEB liability related to their employees. GASB Statement 75 carries forward from Statement 45 the option to use a specified alternative measurement method in place of an actuarial valuation for purposes of determining the total OPEB liability for benefits provided through OPEB plans in which there are fewer than 100 plan members (active and inactive). This option was retained in order to reduce costs for smaller governments. GASB Statement 75 requires governments in all types of OPEB plans to present more extensive note disclosures and required supplementary information (RSI) about their OPEB liabilities. Among the new note disclosures is a description of the effect on the reported OPEB liability of using a discount rate and a healthcare cost trend rate that are one percentage point higher and one percentage point lower than assumed by the government. The new RSI includes a schedule showing the causes of increases and decreases in the OPEB liability and a schedule comparing a government's actual OPEB contributions to its contribution requirements. Information provided above was obtained from www.gasb.org. 20 City of Shakopee Scott County, Minnesota Reports on Compliance with Government Auditing Standards, and Minnesota Legal Compliance Year Ended December 31, 2015 �I L A berganKDV City of Shakopee Table of Contents Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 1 Report on Legal Compliance 3 Schedule of Findings and Responses on Internal Controls and Legal Compliance 4 berganKDV BerganKDV,Ltd. Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance Cedar Palls G02 Main.`3treet with Government AuditingStandards Suit`100 P.O.Bax 489 Cedar Falls,IA 50613-0026 T 313.268.1.715 Independent Auditor's Report F 319.268.1720 Cedar Rapids 2720 1st Avenue NE Suite 300 P.U.Box 101200 Honorable Mayor and Members cedar Rapids,IA 52402-02001 of the City Council T 319.294.8000 City of Shakopee F 319.294.9003 Shakopee, Minnesota Coralville 2530 Corridor Way sufte.301 P.O.Box 5267 Corafville,IA We have audited, in accordance with the auditing standards generally accepted in the United 5224.1 Oa67 applicable to financial audits contained in Government T 319.248.0387 States of America and the standards a 1�1� F 319.248.0582 Auditing Standards issued by the Comptroller General of the United States, the financial Des Moines statements of the governmental activities, the business-type activities, the aggregate 9207 Northpark D6ve discretely presented component unit, each major fund, and the aggregate remaining fund Johnston, 013 2933 information of the City of Shakopee, Minnesota as of and for the year ended December 31, T 515 727 .5700 00 2015,and the related notes to financial statements, which collectively comprise the City's Minneapolis basic financial statements, and have issued our report thereon dated May 23, 2016. 3800 American Blvd W Sulte 1000 Bloomington,MN Internal Control over Financial Reporting 55431-4420 In planning and performing our audit of the financial statements, we considered the City's F 952:563.6801 internal control over financial reporting(internal control) to determine the audit procedures St.Cloud that are appropriate in the circumstances for the purpose of expressing our opinions on the 220 Park Avenue s P.O.Bax 1304 financial statements, but not for the purpose of expressing an opinion on the effectiveness of st.Claud,MN the City's internal control. Accordingly, we do not express an opinion on the effectiveness i S320.25i 701.0 of the City's internal control. F 320.251.1784 Waterloo 100 East Park Avenue. A deficiency in internal control exists when the design or operation of a control does not Suite 300 P.U.Bax 2100 allow management or employees, in the normal course of performing their assigned Waterloo,IA functions' to prevent, or detect and correct, misstatements on a timely basis. A material 50704-2100 T 319 234,6885 weakness is a deficiency, or a combination of deficiencies, in internal control such that there F .319.234,6287 is a reasonable possibility that a material misstatement of the City's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a bergankciv.corn deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. 1 [do ,,V berganKDV Internal Control over Financial Reporting (Continued) Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified. Given these limitations, during our audit we did not identify any deficiencies in internal control, considered to be material weaknesses. We did identify certain deficiencies in internal control, described in the accompanying Schedule of Findings and Responses on Internal Controls and Legal Compliance that we consider to be a significant deficiency, listed as audit finding 2010-001. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws,regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However,providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. City's Response to Findings The City's response to the findings identified in our audit are described in the accompanying Schedule of Findings and Responses on Internal Controls and Legal Compliance. The City's response was not subjected to the auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on it. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. t"l, kbv1 W. St. Cloud, Minnesota May 23, 2016 2 bergan DV Report on Legal Compliance BerganKDV,Ltd. Independent Auditor's Report Cedar Falls 602 Mail]Strout Suite,100 P.O.Bax 489 Cedar Falls,IA 50613-0026 T 319268.1.71.5 Honorable Mayor and Members F 319268.1720 of the City Council Cedar Rapids City of Shakopee Suite.1st Avenue NE Suite 300 Shakopee, Minnesota P.O.Box 10200 Cedar Rapids,IA 52402-0200 T 319294.8000 F 3.19.294.9003 We have audited, in accordance with auditing standards generally accepted in the United Coralville States of America, and the standards applicable to financial audits contained in Government 2530 Corridor Way Sufte.301 Auditing Standards, issued by the Comptroller General of the United States, the financial P.O.Box 5267 Coralville,IA statements of the governmental activities, the business-type activities, the discretely 52241 0267 presented component unit, each major fund and the aggregate remaining fund information of T 319246.0367 F 319,248,0582 the City of Shakopee, Minnesota, as of and for the year ended December 31, 2015, and the related notes to financial statements, which have issued our report thereon dated 92Des07 NorthMoinespark D6ve May 23, 2016. Johnston,IA S01312933 T 515.727.5'700 The Minnesota Legal Compliance Audit Guide for Cities, promulgated by the State Auditor F 515,727,5800 pursuant to Minnesota Statutes § 6.65> contains seven categories of compliance to be tested: 3800Minneapolis Afflerican Blvd W contracting and bidding, deposits and investments, conflicts of interest, public indebtedness, Suite 1000 Bloomington,MN claims and disbursements, miscellaneous provisions and tax increment financing. Our audit 55431-4420 T 952,563,6800 considered all of the listed categories. F 952.563.6801 St.Cloud In connection with our audit, nothing came to our attention that caused us to believe that the 220 Park Avenue S P.O,Box 1304 City of Shakopee failed to comply with the provisions of the Minnesota Legal Compliance St.Cloud,MIN 56302.3713 Audit Guide or Cities. However, our audit was not directed primarily toward obtaining T 310.251.7010 knowledge of such noncompliance. Accordingly, had we performed additional procedures, F 320.251.1784 other matters may have come to our attention regarding the City's noncompliance with the Waterloo above referenced provisions. 100 East Park AvenueSuite 300 P.O.Box 2100 Waterloo,IA This report is intended solely for the information and use of those charged with governance 511714.21011 -11011 1 319 234,6885 and management of the City and the State Auditor and is not intended to be and should not F 319,2314,6287 be used by anyone other than these specified parties. bergankciv.coin Ll hV St. Cloud, Minnesota May 23, 2016 3 City of Shakopee Schedule of Finding and Response on Internal Controls and Legal Compliance Audit Finding 2010-001 —Lack of Segregation of Accounting Duties Adequate segregation of accounting duties is in place when the four areas of a transaction have been separated: authorization, custody, recording, and reconciliation. During 2015, the City did not have sufficient staff to segregate the duties listed above. The lack of adequate segregation of accounting duties could adversely affect the City's ability to initiate, record,process, and report financial data consistent with the assertions of management in the financial statements. Specific areas where there is a lack of internal controls include (but is not all-inclusive): Payroll The Payroll Clerk processes payroll,posts payroll to the general ledger, issues direct deposits, prepares the payroll taxes, initiates transfers for payment of payroll, prepares all W-2s, and maintains all data files as well as the payroll program. Cash Receipts Deposits at City Hall—The front desk personnel receives money, codes the revenue, and prepares bank deposits. The Accounting Manager reconciles cash and posts all deposits into the general ledger. Deposits at Recreation Center— One employee is able to receipt money and prepare the bank deposit. Cash Disbursements The Accounting Clerk enters invoices, matches purchase orders to invoices, and prepares checks for payment. The Accounting Manager reconciles cash. Management's Response.- The esponse:The auditors recognize that with the City's limited number of employees, this will most likely remain as asignificant deficiency. The City continues to analyze personnel responsibilities in an attempt to provide for enhanced controls and to mitigate control risks. PRIOR YEAR FINDING Obtain Performance and Payment Bonds for Service Contracts over $75,000 Minnesota Statutes 574.26 requires that contractors doing public work pledge a performance and payment bond in an amount not less than the contract price if the contract is in excess of$75,000. During our audit as of December 31, 2014, the City failed to obtain a performance and payment bond for the fire rescue airboat and trailer purchase that exceeded $75,000. The City did obtain a check from the company building the airboat and trailer, however it was only for 5% of the purchase price. During our 2015 audit, the City had properly obtained performance and payment bonds. 4 PWA General Business 7. B. 2. TO: Mayor and City Council FROM: Darin Nelson, Finance Director DATE: 06/07/2016 SUBJECT: Utility Franchise Fee Agreements (C) iiiAction Sought Council to approve the proposed franchise fee ordinances as to content and direct staff to notify said utilities of proposed franchise fee ordinance. Background On May 17, 2016 the city council held a public hearing to discuss the implementation of a franchise fee for the city's gas and electric utilities. Current franchise agreements include a clause that reserves the city's rights under MN Stat. 21613.36 to require a franchise fee at any time during the term of the franchise agreement. Discussion If the city elects to require a franchise fee, a separate franchise fee ordinance needs to be passed by City Council. The franchise fee ordinances requires a 60 day notice of the proposed ordinance served by certified mail to each of the utilities. At this time, staff is seeking approval as to form the content of the proposed franchise fee ordinances, not approval of the ordinances themselves. For example, staff is recommending all class types be subject to a 3 percent fee per customer. Upon this approval staff will inform all utilities of the proposed ordinances which will start the 60-day notice period. If the franchise fee ordinances are adopted, the utilities need an additional 90 days to implement and to obtain approval from the Minnesota Public Utilities Commission. The anticipated effective date of fee collection would be January 1, 2017. Below is a recap of the anticipated timeline to implement franchise fees. •June, 2016 - Approve the form and content of proposed franchise fee ordinance and provide utilities with 60 day notice •August/September, 2016 - Approve franchise fee ordinances and provide utilities with 90 day implementation notice January, 2017 - Effective date of franchise fee April, 2017 - Franchise fees collected January through March are submitted to the city. The city has franchise ordinances with all the private utilities serving the city except Xcel gas. Staff will be providing Xcel with a proposed gas franchise ordinance at the same time as the proposed franchise fee ordinances. Staff s intent would be that the Xcel gas franchise ordinance mirrors the city's other utility franchise ordinances. The proposed Xcel gas franchise ordinance is attached. The attached proposed franchise fee ordinances are all identical and include a 3 percent franchise fee for all customer classification types. The goal is to make the franchise fee equitable across all utilities and to approximately mirror the Payment in Lieu of Taxes that Shakopee Public Utilities contributes to the city each year. Attached is a detailed memo recapping the franchise fee purpose and providing answers to questions raised at the public hearing held on May 17, 2016. Budget Impact Preliminary estimates project approximately $920,000 of new revenue based on a 3 percent franchise fee. Recommendation Staff recommends proceeding with the required notice requirements of the proposed fee ordinances based on a fee schedule of 3 percent of gross revenue for all utility classes. Action Requested Council to approve the proposed franchise fee ordinances as to content and direct staff to notify said utilities of proposed franchise fee ordinance to begin the 60-day notice period. Attachments Franchise Fee Memo to Council CPE Franchise Fee Proposed Ordinance MVEC Franchise Fee Proposed Ordinance Xcel Electric Franchise Fee Proposed Ordinance Xcel Gas Proposed Franchise Ordinance Xcel Gas Franchise Fee Proposed Ordinance .......,,,,�..ae!n phim SHAKOPEE To: Mayor and City Council CC: Bill Reynolds, City Administrator From: Darin Nelson, Finance Director Joy Sutton, Grants&Special Projects Coordinator Date: May 27, 2016 Re: Franchise Fees ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. Franchise Fee Analysis Several questions were asked by council members at the May 17th public hearing regarding franchise fees which garner additional explanation and research. Franchise fees are a complicated topic; I will recap and expand upon the slide presentation that Mr. Reynolds provided that evening, making sure to address council's specific questions. What are franchise fees? Minnesota Statutes,section 216B.36 grants cities the authority to impose a fee for use of public right-of-ways. The utility companies collect the fee from their customers and remit collected fees to the city on a set schedule,typically every quarter. Cities have the right to determine the amount, structure,and use of the fee. As of 2014, 101 cities in the seven county metro have instituted franchise fees.This number has grown to 357 state-wide. A common question regarding franchise fees is if it is the same as a tax. This topic is always debatable,but what is not debatable is that fees are spread across all users. Property taxes are not paid by tax exempt properties, such as schools,churches,governments, etc. The franchise fee is essentially spread out over a larger base of actual users of utility services. What can franchise fees be used for? Franchise fees can be used for any public purpose. Staff suggests the fees be dedicated to future capital improvements such as pavement management,road maintenance,and construction projects. Gas and electric utilities are paying for the use of the city's right-of-ways,so it only makes sense that these dollars be directed towards the costs most closely associated with the right-of- ways. How is the franchise fee structured? The franchise fee can be structured in a few different ways. The two most common are a fixed monthly fee per account or a percentage of energy usage. Both flat fees and percentage fees can be set up with parameters based on the type of customer,such as residential and small or large commercial/industrial users. The city has the discretion on how the fee is to be applied. COMMUNITY PRIDE SINCE 1857 �29 IIolInnies Street Sou fli-Slhalltarpee,Mullllnes uta-55379 �35➢ 952 233...9300-IF'AX 952 233 38W www.ShaIkoIpeeMIV.gov What utilities would a franchise fee applied to? The utility franchise fee would apply to all utilities currently utilizing the city's right-of-ways: Xcel Energy(gas and electric); CenterPoint (gas); and Minnesota Valley Electric Co-op (MVEC) (electric). Shakopee Public Utilities (SPUC) currently pays a quasi-franchise fee in the form of a Payment in Lieu of Taxes (PILOT) that equates to 2.71% of gross sales. In addition, SPUC contributes the energy for the city's street lights which amounts to approximately 0.42% of gross electric sales. SPUC's total city contribution was 3.13% of their gross sales for 2015,which amounted to just over $1.3 million. The implementation of a franchise fee provides equity among all the utilities for use of the city's right-of-ways. Currently, only SPUC is paying the city for that use which puts them at a competitive disadvantage. A franchise fee at a rate similar to SPUC's current contribution would put all the utilities on an equal level. What impact would the franchise fee have on residents and businesses? It depends on the rate and structure of the fee. Staff is recommending a 3 percent franchise fee, which approximates to SPUC's current contribution. The advantage of a percentage fee is that all users pay the same fee based on a percentage of their bill no matter the type or amount of energy consumed. If the City were to implement a standard flat fee for all users who generated the same amount of revenue as the percentage fee,a flat fee of approximately$3.00 per month per utility would have to be implemented. However,a constant flat fee across all customer types tends to create a regressive fee structure,meaning that the small energy user ends up paying a higher fee percentage compared to the high energy user. The chart below compares the impacts of a flat fee to a percentage fee for both natural gas and electricity customers. According to CenterPoint Energy,the 2015 average residential gas bill was $57 per month. A 3 percent franchise fee on a$57 bill equates to$1.70 per month. Whereas, a$3 dollar per month flat fee on that same$57 bill equates to over 5 percent. The$3 flat fee becomes an increasingly smaller percentage as the size of the natural gas bill increases. The second column on the chart below provides the monthly dollar value impact for average natural gas users for each customer classification. Natural Gas- Natural Gas- Electricity- Electricity- Natural Gas- Estimated% Estimated dollar Electricity- Estimated% Estimated dollar Average impact of a flat impact of a 3% Average impact of a flat impact of a 3% Customer Type Monthly Bill $3.00 monthly fee monthly fee Monthly Bill $3.00 monthly fee monthly fee Residential $57 5.19% $1.70 $88 3.35% $2.64 Com-Small $51 5.75% $1.54 N/A N/A N/A Com/Ind-Med $149 1.98% $4.47 N/A N/A N/A Com/Ind-Large $1,126 0.26% $33.79 N/A N/A N/A Dual Fuel-Small Volume $1,434 0.21% $43.01 Dual Fuel-Large Volume $8,560 0.03% $256.79 The residential impact of the electrical franchise fee will impact only those residents that are customers of MVEC. SPUC customers are already paying the electric franchise fee through increased rates.The estimated impact of a 3%fee would be $2.64 per month based on a monthly electrical bill of$88 for MVEC customers. MVEC has 88 customers in Shakopee's city limits. In the chart above, electricity comparisons are not available for commercial/industrial users. Xcel Energy has no residential customers in Shakopee,and a total of approximately 160 commercial/industrial accounts between their natural gas and electric customers. 2 Electric bills are private information compared to a city's water and sewer bills which are public information. I was able to calculate an average residential electric bill based off of SPUC's total customer count divided by their residential electric revenue. Since commercial/industrial customers vary so much,trying to determine an average bill tends to be difficult and usually doesn't provide good data for comparison purposes. CenterPoint was gracious enough to provide the city with a breakdown of their customer types and number of customers in each type. Xcel is unable to share this information to maintain customer privacy. Xcel was able to provide an estimated total franchise fee amount of$416,000 at the 3% rate. This is a combined amount between their two utilities. City Revenue Estimates The addition of franchise fees creates another revenue stream that allows the city to diversify its revenues more. Property tax is the main revenue source for most Minnesota cities,and Shakopee is no exception. As noted earlier,franchise fees are spread across all users,including tax exempt properties. Preliminary estimates project approximately$920,000 of new revenue based on a 3% franchise fee. SPUC's annual contribution of approximately$1.3 million is excluded from this new revenue,since they have been contributing their PILOT for many years. The chart below provides a breakdown of the estimated franchise fees generated from each utility. SPDC Electric $1,313,996 Xcel Energy Both $416,000 $920,775 CenterPoint Gas of new $5031000 revenue MVEC Electric $1,775 Total $24341771 Future Years Part of the rational for recommending a percentage franchise fee is it mirrors the current practice of SPUC. The other part of the rational is a percentage fee should generally increase over time as both expansion and utility rates increase. The expansion or growth of the city would positively affect franchise fee revenue no matter if the fee was a percentage or a flat fee. However,as utility rates increase over time,a flat fee would remain constant but a percentage fee would garner additional revenue. A number of cities with flat rates find themselves renegotiating flat fees on a 3 more frequent basis, since their revenue projections are not necessarily growing at the same rate as inflation. The downside to percentage rates fees is if there are warm winters or cool summers,utility usage can fluctuate and not generate as much revenue as initially intended. A flat fee takes this risk out of the equation,but a flat fee does not keep up with inflation. By using a percentage of the bill, franchise fees would be expected to keep pace with inflation through the combination of utility rate increases and customer growth. In regards to growth in Shakopee and based on the average residential gas and electric bills,new development would provide approximately$52 per year per residence. So, for every 100 new residential properties the city would expect to collect just over$5,000 annually. CenterPoint Energy Analysis The next chart is a franchise fee analysis that CenterPoint Energy provided to the city. The box on the top of the chart details the number and type of customers within the city,along with annual revenue amounts,and average annual and monthly customer bills. The annual and monthly customer bills are also adjusted to mirror a"weather normal"year. The next two boxes on the chart provide"what-if'scenarios based on funding levels. The middle box estimates total revenue based on a percentage fee and an equal per meter fee without taking the customer classification into account. The third box on the chart provides information on what a graduated flat rate per meter would need to generate an amount equal to a 3 percent fee. CenterPoint's information was extremely beneficial in developing revenue and impact estimates. CenterPoint representative Ms. Nicko Spehn,who attended the last council meeting,has been gracious in supporting this process. 4 CenterPoint Energy Franchise Fee Analysis DATE Analysis was done; 3-.18.2016 Cfty,ot Shakopee,, Data; 12 months ended Docember 2€,15 Weather Normal Weather Normal Weather Normal Rate Class" Customers Volume Revenue Revenue Annual Bill Monthly Average (meter) (In Therms) Estimate Per Customer Bill Per (a) (b) (c) (d) (f) Customer Residential 13,0131 9,596,344 THM $8,105,010.00 $8,869,974.53 $682 $56.80 Com-A 408 253,318 THM $229,656.00 $251,331.32 $616 $51.33 Com/Ind-B 320 708,664 THM $522,738.00 $572,074.90 $1,788 $148.98 Com/Ind-C 336 6,231,948 THM $4,149,726.00 $4,541,384.15 $13,516 $1,126.34 SVDF-A 29 1,151,474 THM $455,914.00 $498,943.93 $17,205 $1,433.75 SVDF-B& LV 20 17,268,085 THM $ 1,877,131.00 $2,054,297.79 $102,715 $8,559.57 TOTAL14,126 35;2t)9833'TFIM' $,15,340175.do $11100 167i4 Heating Degree Days-Actual 6,728 Heating Degree Days-Normal 7,363 $16,788,007 Weather Normal Revenue Estimate REVENUE PREDICTION MODEL#1 Assumes each meter is assessed fee equally-either by% or flat fee per meter %of Franchise Meter Fee By Franchise Fee Needed Month Revenue (e) M (g) $10000 0.60% $ 0.59 $200;000 1.19% $ 1.18 $300,000 1.79% $ 1.77 $400-,000,- 2.38% $ 2.36 $503,900, 3.00% $ 2.97 REVENUE PREDICTION MODEL#2 Allows for a different flat fee to be assessed by each rate class (per meter) Weather Normal Arageannual Flat Rate Fee percent,for each Rate Class #of meters per Month #months rate class Residential 13,013 1,76 12 $265,465P 2.99% Com-A 408 1,54, 12 $7,",i40 3.00% Com/Ind-B 320 4,47 12 $17,165 3.00% Com/Ind-C 336 33,79 12 $1113fr,241 3.00% SVDF-A 29 43,01 12 $114,967 3.00% SVDF-B& LG 20 256.79 12 63,6391 3.00% TOTAL 14,126 ,"503,008 3.00% *Rate Class Key: SVDF=Small Volume Dual Fuel Com=Commercial LVDF= Large Volume Dual Fuel Com/Ind= Commercial/Industrial 5 Xcel Energy Analysis The next graph is a listing from Xcel Energy of their current city-by- city electric franchise fee schedules. I did an analysis on the information to determine some averages. Residential flat fees average (62 cities) $2.22 per month Residential percentage fee average (9 cities) 3.67% per month Large C&I flat fee average $82.42 per month Large C&I percentage fee average 3.67% per month The Large C&I percentage fee group did have a couple cities that varied on the percentage based on the consumption levels,but for the most part percentage fees are the same across all customer types. Xcel Energy has indicated that they are not in favor of a percentage fee,but according to the dates of their current franchise fee agreements,Xcel has cities with a percentage fee enacted in recent history. 6 Northern States Povver Company a Miinnesota c�orporabon Wineapolis, Wnesota 55401 MINNESOTA ELECTRIC RATE BOOK-Id PUC NO.2 FRANCHISE AND OTHER CITY FEES Section No. 5 17th Revised Sheet Nits. 93.1 Franchise and other city fees,as designated btelow will be m6uded iin the customers'montWy bills,umiputed under the indicated rate classes and effeOve in the following Winesota commundres. The Ctmpany remits 100%of these fees collectpcl from ratepayers to the local government uniit. - Indicates fee is not applipel FraocNsor Fees all 's Afton $2,00 1 $2.0 $5.00 $5.00 $1,00 61.00 61,00 0112WS 081,1612024 Albedvilie 52,50 $5Z11 $10,00 MDO $2,00 - - O312011 0,910712029 Baypoft 15150 $3010 $2500 55411.00 $300 $300 62500 011, 14 0.1,104=6 Big Lake $400 311.011 $800 $8,00 - - - 100014 07M, 41=4 Brooklyn $152 63.10 520,60 $99.00 $12.40 612A0 $1140 0412mg 1,14=12023 Center Bloom"ington $3-75 6T50 $40,00 $x1500 - - 04,12016 12=2035 Broc;rklyn Park 57.00 $750 $4500 $16000 01312016 112flV2028 Centerville $400 $8.00 58.00 $8.00 - - 0500116 111126 ChampW 53-50 5950 $4000 $14000 $1700 1d1T00 5'1700 0412016 11123=28 Chmago Ciity $1-30 $5Z0 $15,00 WDO $5.00 $500 $15.00 OW009 02/2812029 Circle Plines 52.75 $300 $3500 - $300 - - f012009 0180442029 Clara C4y $2,00 $2.00 $15.00 568.00 62,00 $2.00 $15.00 114 11144 10007033 Clements $1,00 $1.00 '51.00 $1.00 - - - 0772012 0116101 24 Coon Rapids' 4-0% 4,0% 4.0% 4.0% - - - 0112012 011113=32 CoMige Grave 15165 $165 $825 $33.000 $330 $075 $825 016 11 M44W23 Deephaven $250 $2.50 $2,50 $250 $2,50 $250 $250 04=2 I VG2/2030 Dilworth $2.60 56,00 $2100 $136-50 - 56-00 521.00 0,112011 0501007018 Eagle Lake 50.50 $0.50 W50 $0.50 - - 1012012 05 P2032 Eden Prairie $25 $300 510 00 $45,00 10=12 < 06118/2D32 Edina 51,95 5140 59,50 640.50 03=16 11=2,035 Excelsior $2,50 $2.50 $2,50 $2.50 $2,50 1$2,50 $2,50 1V20112 < 0=2=32 7 Frambiiso,Few $sruhau W $1.35 $1.60 $32.00 $2$0.00 O'1 D6 11 12112+1 Forest Lake $4.00 $2.50 $11850 $75.00 $750 $2 50 $1850 01,512013 j 0112 12030 Golden Valley $2.00 $'2.00 $22.50 $2056,00 6°'11201 1211"2=22 GoodvpewMm $2.75 $3.00 $25.00 $110.00 $25.00 ,$2.50 $1000 0212006 04:12012020 Grant $2.35 $2.00 $14.00 $75.00 $2.00 112.00 $2.00 0`11201'$ 01010023 Hayfield $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 01120165 0411'2;12041 Heu"nctersrurr $3,00 $3,00 $300 $3,00 0412012 00116=31 FfopRcrus, $2.20 $185 $15.50 $105,50 0112014 12113147VIO Landfa11 Vu1M ge $2.25 $4.75 $14.00 $55.400 $15.50 _ 11412D14 12110f2033 Lexington $2.25 $3..75 $25.00 $130.00 $3.75 $3.75 $25.00 1112012 1011061+021 Lindstrom $2.50 $5.400 $2400 "$70.400 $7.00 S700 $7010 0412016 1211712126 Little Canada $2.75 $5.25 $40.00 $230.00 $15.50 $2.00 $3,00 0712010 1"111 121'9231 Madison Lake $1,00 $1,00 $100 $1,00 $1.00 $1.00 $100 0&2013 0261 $3 i Mahtorn'uedi $1.30 $1.35 $14.40 $110.2$ $1271 1,10.53 $1484 01/20010 1011012024 Mankato $1.00 $1.55 $15.50 $223.00 $1.00 $025 $1.00 0=15 091211204 r 14rantorvnde $2.00 52,00 $200 $2.00 $200 $2.00 $2.00 1112012 06112120;32 Maplewood $1.25 $2.50 $15 00 $112 50 5125 S125 $1.25 1222013 ; 0012612024 3.096 ,100 kW at p,nm ary or 50% 5.0^ higher voRig;e 1rlminaapolis 4,5 5.0° 5.0 5.0% X1112016 119110 4 100 k,'11` x;100 kw 5.0 ,-'1 OO kW at secondary voltage Minnetonka $2.50 $4.50 $4.50 $4.50 $4.50 $4.50 11 rm7 O6 110 1r o ntrcelb $1.95 $5.50 $31.00 $190.00 $12,00 $12,00 $31.00 O 007 05131112,722 Mound $2,75 $2,75 $275 $2.75 $275 $275 $275 6'112015 1213100f6 16 Mounds Mew, 4.0% 4.016 4.0% 4.0% 4.0% 4 013 4.011 0112016 1,2101 16 New Brighton $,00047 $0.0043 $00033 $0.0017" $0 0054 $00046 $00033 03=16 11125 2 p ix kWh per kWh per IKWh per kWh per kWh per kWh per kWh New Hope $'1.50 $4.50 $900 $35.00 $4.50 $4.50 $4.50 0712011 061,26=311 New Richkand $1.00 $1.00 $1.00 $1.00 - - - 0212010 021'111 4 Newv oil $1.00 $1.50 $14.00 $70.00 $5.00 $1.00 $10.00 0112011 10116 8 Fran,chise Fees North k+larrkato $1.021 $1.55 $1650 23. $1762 $146 $1230 0412015 IOM512 M34 Oakdale $11.50 $3.0.7 $10.00 $8.00 $6.04 $2.00 $3.021 '1112,013 1012702023 Osseo $11.25 $2.07 $1757 $10265 $620 $0,45 $255 03121112 1012612223 $0.0015 per kWh Customer peak rteerran d less than 100 M in calendar year Owatonna011" 0410112022 $0.0014 prer kWh C uastcrnrer peak,rdernand greater than 100 kt11 in caleirrlar year Ppyurmuth $2.00 $3.07 $10.010 $40.00 050014 07MM, 7 Pnof Lake $11.50 ,$5.00 $10.00 $150.00 0712006 03 10 10 Richnrrond $11.00 $1.00 $1.00 $1.00 0512M 0103121311 Richfield $4,'10 $12.50 $30 00 $155.00 _ 2014 1 03112 27 Rcilbbi rsUe 4,0% 4,0% 4,056 4.011% 4,055 4,055 4,0% 0012131 1 01210112117 Rogers $5.00 $7.07 $4500 $21000 $17.00 $12.00 $05100 0112016 1,112212024 arten° See fee schedule paek:vw 0412W7 12131121 °3 Sauk 15apaprls 4.0% Customers who purchase$50,000 or less in cMeurrdalr year 02121110 0111101023 1,5% Tl at{cart which exceeds$50,000 in ca[endar year Shoreview, $2.50 $3.07 $30.010 "5310.00 11012013 101147 3°1 SOUth St Parkll' 4.004 4,0% 4.0% 4.0 ,712DI Spicer $1.00 411,311 $1.00 'Se.00 02212013 111101112032 Spring Lake pS0.50 $1.20 $850 $50.00 042015 01104 3 Park St.t3bUdI 30% 301% 3.0% 30% '&0 1 =3112027 2% purchase $103,000 In calendar year St.,Joseph $1.00 $1.75 $10.00 $8,00$1.00 5121.00 0202004 141192023 1.5' that pwal t >$100,000 In calendar year St.(Louis Park $3.25 $5.50 $30.00 $105.(90 $0.00 ,5.3,51M 0=015, 1 12M1,20,16 1120tt+5 St.Kcharsl $3,521 $2,5e0 $2.50 $10,00 S12k.00 $12.50 $10.00 O 011 1 111249'2123 St. Paeulr See free schedule;in the Notes section can the toll N rur3 sheets 111200154 0114"311`2026 St. PauPark $1,50 $2.00 $2500 $33500 $10,00 $100 $500 OV2005 0$11 20 StuMater $2.00 $2.50 $121.00 $125.00 $4.00 $2.00 ,$1$0:J 0 15u 9 frol)CM96 Foos Wateftowwnm 1GO $4.K $15.013 $51,00 $13.50 2100 0402010 04110027 yz ati $2,06 $44,64 04.04 $15.45 $1M $1,03 $1.03 ,1141 ` 11W2,026 "v hAe,Bear Lake 1.5% 1.5 1.5% 1.5"% 15% 1.5% 1.5% OSM998 090,1120,18 tlriona 4.0 Costo mmars who purchase$100,000 or Mess iin calendar year 0612003 0611-5120,23 1.5That part wh[ch exceeds$100„000 6n caIlendar year ^ iinsted 12,00 $2,00 52,00 1µ2.053 — 0,92,012 IWISQ0,31, 10 Financial Assistance A concern was brought forward by council members regarding how franchise fees may affect residents in need and what avenues of help are available to them.The following graph outlines the current programs of Shakopee's four utility companies offered to residents who seek financial Energy Assistance Available to Households in Shakopee Low Income Energy Gas Payment Assistance Energy Low Reach Weatherization Cold Affordability Extreme Plan or Referto Programs Heat CENTS Income Outfor Assistance Weather Program Military Heat Utility Company Extension CAP (LIHEAP) Share Coalition Discount Warmth Program Rule (GAP) Assistance Law CenterPoint Energy ✓ ✓ ✓ ✓ ✓ ✓ MVEC ✓ ✓ ✓ ✓ SPUC ✓ ✓ ✓ ✓ Xcel Energy ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ CAP offers: 1.Energy Assistance Program(EAP).Households must apply by July 1 to receive assistance and meet household income guidelines. 2.Energy Related Repair(ERR). Funds are available to households experiencing no heat or malfunctioning heating systems. Owner-occupied and eligible for EPA required. 3.Energy Crisis Assistance.Available only for those households on the EAP and for emergency situations only. Low Income Energy Assistance Programs(LIHEAP): Federally funded to states.Available to households who are at or below 50%of the state medium income level. HeatShare: Funded by Xcel Energy,CenterPoint and Salvation Army.Aid to primarily low income households with bill payment or equipment repairs. Energy CENTS Coalition: Combination of the GAP and former PowerOn programs.This non-profit agency gives lower income households discounts on their energy bills. Low Income Discount: Discounted rates for people over 62 years old and disabled. Reach Out for Warmth: Aids moderate income MN families who's income is too high for federal aid or don't qualify for non-profit programs. Weatherization Assistance Program: Offers free energy saving and conservation techniques to reduce the cost of home energy and heathing bills to qualified MN households. Cold Weather Rule:Households are protected form having their heat or power turned off annually from October 15 through April 15. Gas Affordability Program: Helps qualifying households lower their monthly gas bills and pay past due balances.Must receive LIHEAP to qualify for GAP. Military Assistance:When a household member has been ordered to active duty,deployment or a change of duty station,assistance for the family is available to pay their utility bills. Minnesota law protects military personnel from shut-off if they can't pay their bill when certain conditions are met. Extreme Heat Law: MN State law does not allow utility cooperatives to disconnect electric service to residential members if one of the following conditions is issues by the National Weather Service in their county: 1.Excessive heat watch 2.Heat advisory 3.Excessive heat warning assistance: 11 Next Steps If the Council agrees to continue pursuing franchise fees,staff will finalize proposed franchise fee ordinances which will be sent to CenterPoint Energy,Xcel Energy,and MVEC. The city currently has franchise agreements with these three utilities except for a franchise agreement with Xcel for their natural gas utility. The existing franchise agreements have a fee reservation clause that stipulate a separate fee ordinance not be adopted until at least a 60-day notice has been served to the companies by certified mail. Staff and our city attorney will continue to work on a franchise agreement for natural gas with Xcel. In the meantime,the proposed franchise fee ordinances will be sent to the appropriate parties. In addition to the 60-day notification to the utility companies and once the ordinances have passed, an additional 90-day notice from the utilities to the Minnesota Public Utility Commission is required. After the 90-day expiration,the city's tentative timeline would be for an effective date of around mid-November. In reality,an effective start date of January 1, 2017 would work well from the city's standpoint. January 1 aligns with the beginning of the city's fiscal year and would provide an opportunity to budget for franchise fees in this upcoming budget cycle. Summary The implementation of franchise fees not only diversifies the city's revenue streams,but also equalizes the playing field for utilities within the City of Shakopee. SPUC has been providing the city with a quasi-franchise fee for years which a majority of the city's residents and businesses have been supporting. It's only fair business practice all utilities who benefit from the use of the city's right-of-ways be required to pay for that benefit. Staff is seeking approval from council to officially notify utility franchisees of a proposed franchise fee ordinance. 12 Gas Franchise Fee Ordinance ORDINANCE NO. AN ORDINANCE IMPLEMENTING A GAS SERVICE FRANCHISE FEE ON CENTERPOINT ENERGY RESOURCES CORP. d/b/a CENTERPOINT ENERGY MINNESOTA GAS, A DELAWARE CORPORATION, ITS SUCCESSORS AND ASSIGNS, FOR PROVIDING GAS SERVICE WITHIN THE CITY OF SHAKOPEE. THE CITY OF SHAKOPEE, SCOTT COUNTY, MINNESOTA, DOES ORDAIN: Section 1. Purpose. The Shakopee City Council has determined that it is in the best interest of the City to impose a franchise fee on those public utility companies that provide gas services within the City of Shakopee. Pursuant to City Ordinance No. 606, a Franchise Agreement between the City of Shakopee and CenterPoint Energy Resources Corp. d/b/a CenterPoint Energy Minnesota Gas, a Delaware corporation, its successors and assigns, ("Company") the City has the right to impose a franchise fee on the Company. Section 2. Terms. A franchise fee is hereby imposed on the Company under its gas franchise in accordance with the amount and fee design set forth in the fee schedule attached as Exhibit A to this Ordinance commencing with the Company's January, 2017 billing month. This fee is an account-based fee on each premise and not a meter-based fee. In the event that an entity covered by this ordinance has more than one meter at a single premise, but only one account, only one fee shall be assessed to that account. If a premise has two or more meters being billed at different rates, the Company may have an account for each rate classification, which will result in more than one franchise fee assessment for gas service to that premise. If the Company combines the rate classifications into a single account, the franchise fee assessed to the account will be the largest franchise fee applicable to a single rate classification for energy delivered to that premise. In the event any entities covered by this ordinance have more than one premise, each premise (address) shall be subject to the appropriate fee. In the event a question arises as to the proper fee amount for any premise, the Company's manner of billing for energy used at all similar premises in the city will control. Section 3. Payment and Fee Modification. The franchise fee shall be payable quarterly and shall be based on the amount collected by Company during complete billing months during the period for which payment is to be made. The payment shall be due the last business day of the month following the period for which the payment is made. Such fee shall not exceed any amount that the Company may legally charge to its customers prior to payment to the City by imposing a surcharge equivalent to such fee in its rates for gas service. The franchise fee may be increased or decreased by ordinance from time to time, however any such change may not occur more often than annually. No franchise fee shall be payable by Company if Company is unable to first collect an amount equal to the franchise fee from its customers in each applicable class of customers by imposing a surcharge in Company's applicable rates for gas service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by any identifiable customer or customers or any other infonnation regarding identified customers. Section 4. Surcharge. The City recognizes that the Minnesota Public Utilities Commission may allow the Company to add a surcharge to customer rates of city residents to reimburse the Company for the cost of the fee. The Company agrees that it is prohibited from adding an administrative fee of any kind on to the franchise fee. Section 5. Equivalent Fee Requirement. This Ordinance shall not be effective against Company unless the City lawfully imposes a fee or tax of the same or greater equivalent amount on the receipts from sales of energy within the City by any other energy supplier,provided that, as to such a supplier, the City has the authority to require a franchise fee or to impose a tax. The "same or greater equivalent amount" shall be measured, if practicable, by comparing amounts collected as a franchise fee from each similar customer, or by comparing, as to similar customers the percentage of the annual bill represented by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable to energy sales for any energy use related to heating, cooling or lighting, or to run machinery and appliances,but shall not apply to energy sales for the purpose of providing fuel for vehicles. If the Company specifically consents in writing to a franchise or separate ordinance collecting or failing to collect a fee from another energy supplier in contravention of this section, the foregoing conditions will be waived to the extent of such written consent. Section 6. Enforcement. Any dispute, including enforcement of a default regarding this ordinance will be resolved in accordance with Section 2.5 of the Franchise Agreement. Section 7. Effective Date of Franchise Fee. The effective date of fee collection shall be January 1, 2017 or ninety (90) days after the City sends written notice enclosing a copy of this adopted Ordinance to the Company by certified mail, whichever date is later. Effective Date. This ordinance becomes effective from and after its passage and publication. Adopted in regular session of the City Council of the City of Shakopee, Minnesota held this day of , 2016. Mayor of the City of Shakopee Attest: City Clerk Published in the Shakopee Valley News on the day of , 2016. 2 EXHIBIT A CENTERPOINT ENERGY GAS FRANCHISE FEE SCHEDULE Class Fee Per Customer* Residential 3% Sm C &I—Non-Dem 3% Sm C &I—Demand 3% Large C&I 3% *The fee collected shall total three percent (3%) of the Company's gross earnings from its operations within the City collected from each customer of each class. "Gross Earnings" means all sums received by the Company from the sale or delivery of gas to its retail customers within the corporate limits of the City, excluding any surcharge, sales tax, miscellaneous tariff charges or any similar addition to Company's charges to customers for the purpose of reimbursing Company for the fee, sales tax, or similar fee. "Gross Earnings' shall also exclude all revenues received by Company from the sale of gas service provided under its separate rate schedules, if any, solely for highway lighting, municipal street lighting, municipal water pumping, municipal traffic signals,municipal fire sirens, and municipal sewage disposal services. Franchise fees are to be collected by the Company in the amounts set forth in the above schedule, and remitted to the City on a quarterly basis as follows: January—March collections due by April 30. April —June collections due by July 31. July— September collections due by October 31. October—December collections due by January 31. Electric Franchise Fee Ordinance ORDINANCE NO. AN ORDINANCE IMPLEMENTING AN ELECTRIC SERVICE FRANCHISE FEE ON MINNESOTA VALLEY ELECTRIC COOPERATIVE, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS, FOR PROVIDING ELECTRIC SERVICE WITHIN THE CITY OF SHAKOPEE. THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA, ORDAINS: Section 1. Purpose. The Shakopee City Council has determined that it is in the best interest of the City to impose a franchise fee on those public utility companies that provide electric services within the City of Shakopee. Pursuant to City Ordinance No. 605, a Franchise Agreement between the City of Shakopee and Minnesota. Valley Electric Cooperative, a Minnesota corporation, its successors and assigns, ("Company") the City has the right to impose a franchise fee on the Company. Section 2. Terms. A franchise fee is hereby imposed on the Company under its electric franchise in accordance with the amount and fee design set forth in the fee schedule attached as Exhibit A to this Ordinance commencing with the Company's January, 2017 billing month. This fee is an account-based fee on each premise and not a meter-based fee. In the event that an entity covered by this ordinance has more than one meter at a single premise, but only one account, only one fee shall be assessed to that account. If a premise has two or more meters being billed at different rates, the Company may have an account for each rate classification, which will result in more than one franchise fee assessment for electric service to that premise. If the Company combines the rate classifications into a single account, the franchise fee assessed to the account will be the largest franchise fee applicable to a single rate classification for energy delivered to that premise. In the event any entities covered by this ordinance have more than one premise, each premise (address) shall be subject to the appropriate fee. In the event a question arises as to the proper fee amount for any premise, the Company's manner of billing for energy used at all similar premises in the city will control. Section 3. Payment and Fee Modification. The franchise fee shall be payable quarterly and shall be based on the amount collected by Company during complete billing months during the period for which payment is to be made. The payment shall be due the last business day of the month following the period for which the payment is made. Such fee shall not exceed any amount that the Company may legally charge to its customers prior to payment to the City by imposing a surcharge equivalent to such fee in its rates for electric service. The franchise fee may be increased or decreased by ordinance from time to time, however any such change may not occur more often than annually. No franchise fee shall be payable by Company if Company is unable to first collect an amount equal to the franchise fee from its customers in each applicable class of customers by imposing a surcharge in Company's applicable rates for electric service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by any identifiable customer or customers or any other infonnation regarding identified customers. Section 4. Surcharge. The City recognizes that the Minnesota Public Utilities Commission may allow the Company to add a surcharge to customer rates of city residents to reimburse the Company for the cost of the fee. The Company agrees that it is prohibited from adding an administrative fee of any kind on to the franchise fee. Section 5. Equivalent Fee Requirement. This Ordinance shall not be effective against Company unless the City lawfully imposes a fee or tax of the same or greater equivalent amount on the receipts from sales of energy within the City by any other energy supplier,provided that, as to such a supplier, the City has the authority to require a franchise fee or to impose a tax. The "same or greater equivalent amount" shall be measured, if practicable, by comparing amounts collected as a franchise fee from each similar customer, or by comparing, as to similar customers the percentage of the annual bill represented by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable to energy sales for any energy use related to heating, cooling or lighting, or to run machinery and appliances,but shall not apply to energy sales for the purpose of providing fuel for vehicles. If the Company specifically consents in writing to a franchise or separate ordinance collecting or failing to collect a fee from another energy supplier in contravention of this section, the foregoing conditions will be waived to the extent of such written consent. Section 6. Enforcement. Any dispute, including enforcement of a default regarding this ordinance will be resolved in accordance with Section 2.5 of the Franchise Agreement. Section 7. Effective Date of Franchise Fee. The effective date of fee collection shall be January 1, 2017 or ninety (90) days after the City sends written notice enclosing a copy of this adopted Ordinance to the Company by certified mail, whichever date is later. Effective Date. This ordinance becomes effective from and after its passage and publication. Adopted in regular session of the City Council of the City of Shakopee, Minnesota held this day of , 2016. Mayor of the City of Shakopee Attest: City Clerk Published in the Shakopee Valley News on the day of , 2016. 2 EXHIBIT A MINNESOTA VALLEY ELECTRIC COOPERATIVE ELECTRIC FRANCHISE FEE SCHEDULE Class Fee Per Customer* Residential 3% Sm C &I—Non-Dem 3% Sm C &I—Demand 3% Large C &I 3% *The fee collected shall total three percent (3%) of the Company's gross earnings from its operations within the City collected from each customer of each class. "Gross Earnings" means all sums received by the Company from the sale or delivery of electricity to its retail customers within the corporate limits of the City, excluding any surcharge, sales tax, miscellaneous tariff charges or any similar addition to Company's charges to customers for the purpose of reimbursing Company for the fee, sales tax, or similar fee. "Gross Earnings' shall also exclude all revenues received by Company from the sale of electric service provided under its separate rate schedules, if any, solely for highway lighting, municipal street lighting, municipal water pumping, municipal traffic signals, municipal fire sirens, and municipal sewage disposal services. Franchise fees are to be collected by the Company in the amounts set forth in the above schedule, and remitted to the City on a quarterly basis as follows: January—March collections due by April 30. April—June collections due by July 31. July— September collections due by October 31. October—December collections due by January 31. A-1 Electric Franchise Fee Ordinance ORDINANCE NO. AN ORDINANCE IMPLEMENTING AN ELECTRIC SERVICE FRANCHISE FEE ON NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS, FOR PROVIDING ELECTRIC SERVICE WITHIN THE CITY OF SHAKOPEE. THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA, ORDAINS: Section 1. Purpose. The Shakopee City Council has determined that it is in the best interest of the City to impose a franchise fee on those public utility companies that provide electric services within the City of Shakopee. Pursuant to City Ordinance No. 607, a Franchise Agreement between the City of Shakopee and Northern States Power Company, a Minnesota corporation, its successors and assigns, ("Company") the City has the right to impose a franchise fee on the Company. Section 2. Terms. A franchise fee is hereby imposed on the Company under its electric franchise in accordance with the amount and fee design set forth in the fee schedule attached as Exhibit A to this Ordinance commencing with the Company's January, 2017 billing month. This fee is an account-based fee on each premise and not a meter-based fee. In the event that an entity covered by this ordinance has more than one meter at a single premise, but only one account, only one fee shall be assessed to that account. If a premise has two or more meters being billed at different rates, the Company may have an account for each rate classification, which will result in more than one franchise fee assessment for electric service to that premise. If the Company combines the rate classifications into a single account, the franchise fee assessed to the account will be the largest franchise fee applicable to a single rate classification for energy delivered to that premise. In the event any entities covered by this ordinance have more than one premise, each premise (address) shall be subject to the appropriate fee. In the event a question arises as to the proper fee amount for any premise, the Company's manner of billing for energy used at all similar premises in the city will control. Section 3. Payment and Fee Modification. The franchise fee shall be payable quarterly and shall be based on the amount collected by Company during complete billing months during the period for which payment is to be made. The payment shall be due the last business day of the month following the period for which the payment is made. Such fee shall not exceed any amount that the Company may legally charge to its customers prior to payment to the City by imposing a surcharge equivalent to such fee in its rates for electric service. The franchise fee may be increased or decreased by ordinance from time to time, however any such change may not occur more often than annually. No franchise fee shall be payable by Company if Company is unable to first collect an amount equal to the franchise fee from its customers in each applicable class of customers by imposing a surcharge in Company's applicable rates for electric service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by any identifiable customer or customers or any other information regarding identified customers. Section 4. Surcharge. The City recognizes that the Minnesota Public Utilities Commission may allow the Company to add a surcharge to customer rates of city residents to reimburse the Company for the cost of the fee. The Company agrees that it is prohibited from adding an administrative fee of any kind on to the franchise fee. Section 5. Equivalent Fee Requirement. This Ordinance shall not be effective against Company unless the City lawfully imposes a fee or tax of the same or greater equivalent amount on the receipts from sales of energy within the City by any other energy supplier,provided that, as to such a supplier, the City has the authority to require a franchise fee or to impose a tax. The "same or greater equivalent amount" shall be measured, if practicable, by comparing amounts collected as a franchise fee from each similar customer, or by comparing, as to similar customers the percentage of the annual bill represented by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable to energy sales for any energy use related to heating, cooling or lighting, or to run machinery and appliances,but shall not apply to energy sales for the purpose of providing fuel for vehicles. If the Company specifically consents in writing to a franchise or separate ordinance collecting or failing to collect a fee from another energy supplier in contravention of this section, the foregoing conditions will be waived to the extent of such written consent. Section 6. Enforcement. Any dispute, including enforcement of a default regarding this ordinance will be resolved in accordance with Section 2.5 of the Franchise Agreement. Section 7. Effective Date of Franchise Fee. The effective date of fee collection shall be January 1, 2017 or ninety (90) days after the City sends written notice enclosing a copy of this adopted Ordinance to the Company by certified mail, whichever date is later. Effective Date. This ordinance becomes effective from and after its passage and publication. Adopted in regular session of the City Council of the City of Shakopee, Minnesota held this day of , 2016. Mayor of the City of Shakopee Attest: City Clerk Published in the Shakopee Valley News on the day of , 2016. 2 EXHIBIT A XCEL ENERGY ELECTRIC FRANCHISE FEE SCHEDULE Class Fee Per Customer* Residential 3% Sm C &I—Non-Dem 3% Sm C &I—Demand 3% Large C &I 3% *The fee collected shall total three percent (3%) of the Company's gross earnings from its operations within the City collected from each customer of each class. "Gross Earnings" means all sums received by the Company from the sale or delivery of electricity to its retail customers within the corporate limits of the City, excluding any surcharge, sales tax, miscellaneous tariff charges or any similar addition to Company's charges to customers for the purpose of reimbursing Company for the fee, sales tax, or similar fee. "Gross Earnings' shall also exclude all revenues received by Company from the sale of electric service provided under its separate rate schedules, if any, solely for highway lighting, municipal street lighting, municipal water pumping, municipal traffic signals, municipal fire sirens, and municipal sewage disposal services. Franchise fees are to be collected by the Company in the amounts set forth in the above schedule, and remitted to the City on a quarterly basis as follows: January—March collections due by April 30. April—June collections due by July 31. July— September collections due by October 31. October—December collections due by January 31. A-1 Gas Franchise Ordinance ORDINANCE NO. CITY OF SHAKOPEE, SCOTT COUNTY,MINNESOTA AN ORDINANCE GRANTING NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS,A NONEXCLUSIVE FRANCHISE TO CONSTRUCT, OPERATE, REPAIR AND MAINTAIN FACILITIES AND EQUIPMENT FOR THE TRANSPORTATION, DISTRIBUTION, MANUFACTURE AND SALE OF GAS ENERGY FOR PUBLIC AND PRIVATE USE AND TO USE THE PUBLIC WAYS AND GROUNDS OF THE CITY OF SHAKOPEE, MINNESOTA, FOR SUCH PURPOSE; AND, PRESCRIBING CERTAIN TERMS AND CONDITIONS THEREOF. THE CITY COUNCIL OF THE CITY OF SHAKOPEE, SCOTT COUNTY, MINNESOTA, DOES ORDAINS: SECTION 1. DEFINITIONS. For purposes of this Ordinance, the following capitalized terms listed in alphabetical order shall have the following meanings: City. The City of Shalcopee, County of Scott, State of Minnesota. City Utility System. Facilities used for providing public utility service owned or operated by City or agency thereof, including sewer, storm sewer, water service, street lighting and traffic signals,but excluding facilities for providing heating, lighting, or other forms of energy. Commission. The Minnesota Public Utilities Commission, or any successor agency or agencies, including an agency of the federal government,which preempts all or part of the authority to regulate gas retail rates now vested in the Minnesota Public Utilities Commission. Company. Northern States Power Company, a Minnesota corporation, its successors and assigns, its successors and assigns including all successors or assigns that own or operate any part or parts of the Gas Facilities subject to this franchise. Gas Facilities. Gas transmission and distribution pipes, lines, ducts, fixtures, and all necessary equipment and appurtenances owned or operated by the Company for the purpose of providing gas energy for public or private use. Gas. Natural gas, manufactured gas, mixture of natural gas and manufactured gas or other forms of gas energy. 1 490257v1 SH155-23A Non-Betterment Costs. Costs incurred by Company from relocation, removal or rearrangement of Gas Facilities that do not result in an improvement to the Gas Facilities. Notice. A writing served by any party or parties on any other party or parties. Notice to Company shall be mailed to Northern States Power Company, , Minneapolis, MN 55402. Notice to the City shall be mailed to the City Administrator, City of Shakopee, 129 Holmes Street South, Shakopee, MN 55379-1328. Any party may change its respective address for the purpose of this Ordinance by written notice to the other parties. Public Way. Public right-of-way within the City as defined in Minn. Stat. § 237.162, subd. 3. Public Ground. Land owned or otherwise controlled by the City for park, open space or similar public purpose, which is held for use in common by the public. SECTION 2. ADOPTION OF FRANCHISE. 2.1. Grant of Franchise. City hereby grants Company, for a period of 20 years from the date this Ordinance is passed and approved by the City, the right to import, manufacture, distribute and sell gas for public and private use within and through the limits of the City as its boundaries now exist or as they may be extended in the future. This right includes the provision of Gas that is (i)manufactured by the Company or its affiliates and delivered by the Company, (ii)purchased and delivered by the Company or (iii) purchased from another source by the retail customer and delivered by the Company. For these purposes, Company may construct, operate, repair and maintain Gas Facilities in, on, over, under and across the Public Ways and Public Grounds, subject to the provisions of this Ordinance. Company may do all reasonable things necessary or customary to accomplish these purposes, subject however, to such lawful regulations as may be adopted by separate ordinance and as currently exist under City Ordinance 570, codified as Section 7.17 ("Section 7.17"). The Company shall be notified 60 days in advance of proposed changes to Section 7.17. The City and Company shall negotiate in good faith to reach mutually acceptable changes. If the City and Company are unable to agree, disputes will be handled under the terms of Section 2.5 of this Ordinance. If a provision of Section 7.17 conflicts with a provision on the same subject in this Ordinance, this Ordinance will control. 2.2. Effective Date; Written Acceptance. This franchise shall be in force and effect from and after its passage of this Ordinance and publication as required by law and its acceptance by Company. If Company does not file a written acceptance with the City within 90 Days after the date the City Council adopts this Ordinance, or otherwise places the City on written notice, at any time, that the Company does not accept all terms of this franchise, the City Council by resolution may either repeal this ordinance or seek its enforcement in a court of competent jurisdiction. 2.3. Service and Gas Rates. The service to be provided and the rates to be charged by Company for gas service in City are subject to the jurisdiction of the Commission 2 480257v1 SH155-23A 2.4. Publication Expense. The expense of publication of this Ordinance shall be paid by Company. 2.5. Dispute Resolution. If either party asserts that the other party is in default in the performance of any obligation hereunder, the complaining party shall notify the other party of the default and the desired remedy. The notification shall be written. Representatives of the parties must promptly meet and attempt in good faith to negotiate a resolution of the dispute. If the dispute is not resolved within 30 days of the written notice, the parties may jointly select a mediator to facilitate further discussion. The parties will equally share the fees and expenses of this mediator. If a mediator is not used or if the parties are unable to resolve the dispute within 30 days after first meeting with the selected mediator, either party may commence an action in District Court to interpret and enforce this franchise or for such other relief permitted by law. 2.6. Continuation of Franchise. If the City and the Company are unable to agree on the terms of a new franchise by the time this franchise expires, this franchise will remain in effect until a new franchise is agreed upon, or until 90 days after the City or the Company serves written Notice to the other party of its intention to allow the franchise to expire. SECTION 3. LOCATION, OTHER REGULATIONS. 3.1. Location of Facilities. Subject to regulation under Section 7.17, Gas Facilities in the Public Way shall be located, constructed, and maintained so as not to disrupt normal operation of any City Utility System. Gas Facilities may be located on Public Grounds as determined by the City. 3.2. Restoration of Public Ways and Public Ground. Restoration of the Public Way shall be subject to Section 7.17. After completing work requiring the opening of Public Ground, the Company shall restore the Public Ground to as good a condition as formerly existed, and shall maintain the surface in good condition for six (6) months thereafter. All work shall be completed as promptly as weather permits. If Company shall not promptly perform and complete the work, remove all dirt, rubbish, equipment and material, and put the Public Ground in the said condition and after demand to Company to cure, City shall, after passage of a reasonable period of time following the demand, but not to exceed five days, have the right to make the restoration of the Public Ground at the expense of Company. Company shall pay to the City the cost of such work done for or performed by the City. This remedy shall be in addition to any other remedy available to the City for noncompliance with this Section. 3.3. Waiver of Performance Security. The City hereby waives any requirement for Company to post a construction performance bond, certificate of insurance, letter of credit or any other form of security or assurance that may be required under Section 7.17 currently or in the future. The City reserves all other rights under Section 7.17 to enforce Company performance requirements for work in the Public Way or Public Ground. 3 480257v1 SH155-23A 3.4. Avoid Damage to Gas Facilities. Nothing in this Ordinance relieves any person from liability arising out of the failure to exercise reasonable care to avoid damaging Gas Facilities while performing any activity. SECTION 4. RELOCATIONS. 4.1. Relocation of Gas Facilities. Relocation of Gas Facilities in Public Ways shall be subj ect to Section 7.17. City may require Company at Company's expense to relocate or remove its Gas Facilities from Public Grounds upon a finding by City that the Gas Facilities have become or will become a substantial impairment to the existing or proposed public use of the Grounds. Relocation Gas Facilities in Public Ground shall comply with applicable City ordinances consistent with law. 4.2. Projects with Federal Funding. Relocation, removal, or rearrangement of any Company Gas Facilities made necessary because of the extension into or through City of a federally-aided highway project shall be governed by the provisions of Minnesota Statutes Section 161.46, as supplemented or amended. City shall not order Company to remove or relocate its Gas Facilities when a Public Way is vacated, improved or realigned because of a renewal or a redevelopment plan which is financially subsidized in whole or in part by the Federal Government or any agency thereof, unless agreement is made that the reasonable Non-Betterment Costs of such relocation and the loss and expense resulting therefrom will be paid to Company when available to the City. The City need not pay those portions of such for which reimbursement to it is not available. 4.3. No Waiver. The provisions of Section 4 apply only to Gas Facilities constructed in reliance on a permit or franchise from City and Company does not waive its rights under an easement or prescriptive right or State or County permit. SECTION 5. CHANGE IN FORM OF GOVERNMENT. Any change in the form of government of the City shall not affect the validity of this Ordinance. Any governmental unit succeeding the City shall, without the consent of Company, succeed to all of the rights and obligations of the City provided in this Ordinance. SECTION 6. FRANCHISE FEE. 6.1. Reservation of Rights. The City reserves all rights under Minn. Stat. § 21613.36, to require a franchise fee at any time during the term of this franchise. If the City elects to require a franchise fee it shall notify Company and negotiate in good faith to reach a mutually acceptable fee agreement, which shall be set forth in a separate ordinance and not adopted until at least 60 days after Notice enclosing such proposed ordinance has been served upon the Company by certified mail. If the City and Company are unable to agree on a franchise fee or on any terms related thereto, each hereby consents to the jurisdiction of State District Court, Scott County, to construe their respective rights under the law, subject to all rights of appeal. 4 480257v1 SH155-23A SECTION 7. LIMITATION ON APPLICABILITY; NO WAIVER. This Ordinance constitutes a franchise agreement between the City and its successors and the Company and its successors and permitted assigns, as the only parties. No provision of this franchise shall in any way inure to the benefit of any third person (including the public at large) so as to constitute any such person as a third party beneficiary of the agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto. This franchise agreement shall not be interpreted to constitute a waiver by the City of any of its defenses of immunity or limitations on liability under Minnesota Statutes, Chapter 466. SECTION 8. AMENDMENT PROCEDURE. Either party to this franchise agreement may at any time propose that the agreement be amended. This Ordinance may be amended at any time by the City passing a subsequent ordinance declaring the provisions of the amendment, which amendatory ordinance shall become effective upon the filing of Company's written consent thereto with the City Clerk within 60 days after the effective date of the amendatory ordinance. SECTION 9. PREVIOUS FRANCHISES SUPERSEDED. This franchise supersedes and replaces previous franchises granted to the Company or its predecessors. Upon Company acceptance of this franchise under Section 2.2, the previous franchise shall terminate. 5 480257v1 SH155-23A Passed and approved this day of , 2016. CITY OF SHAKOPEE William Mars,Mayor ATTEST: Lori Hensen, City Clerk APPROVED: City Attorney 6 480257v1 SH155-23A Gas Franchise Fee Ordinance ORDINANCE NO. AN ORDINANCE IMPLEMENTING A GAS SERVICE FRANCHISE FEE ON NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS, FOR PROVIDING GAS SERVICE WITHIN THE CITY OF SHAKOPEE. THE CITY OF SHAKOPEE, SCOTT COUNTY, MINNESOTA, DOES ORDAIN: Section 1. Purpose. The Shakopee City Council has determined that it is in the best interest of the City to impose a franchise fee on those public utility companies that provide gas services within the City of Shakopee. Pursuant to City Ordinance No. , a Franchise Agreement between the City of Shakopee and Northern States Power Company, a Minnesota corporation, its successors and assigns, ("Company") the City has the right to impose a franchise fee on the Company. Section 2. Terms. A franchise fee is hereby imposed on the Company under its gas franchise in accordance with the amount and fee design set forth in the fee schedule attached as Exhibit A to this Ordinance commencing with the Company's January, 2017 billing month. This fee is an account-based fee on each premise and not a meter-based fee. In the event that an entity covered by this ordinance has more than one meter at a single premise, but only one account, only one fee shall be assessed to that account. If a premise has two or more meters being billed at different rates, the Company may have an account for each rate classification, which will result in more than one franchise fee assessment for gas service to that premise. If the Company combines the rate classifications into a single account, the franchise fee assessed to the account will be the largest franchise fee applicable to a single rate classification for energy delivered to that premise. In the event any entities covered by this ordinance have more than one premise, each premise (address) shall be subject to the appropriate fee. In the event a question arises as to the proper fee amount for any premise, the Company's manner of billing for energy used at all similar premises in the city will control. Section 3. Payment and Fee Modification. The franchise fee shall be payable quarterly and shall be based on the amount collected by Company during complete billing months during the period for which payment is to be made. The payment shall be due the last business day of the month following the period for which the payment is made. Such fee shall not exceed any amount that the Company may legally charge to its customers prior to payment to the City by imposing a surcharge equivalent to such fee in its rates for gas service. The franchise fee may be increased or decreased by ordinance from time to time, however any such change may not occur more often than annually. No franchise fee shall be payable by Company if Company is unable to first collect an amount equal to the franchise fee from its customers in each applicable class of customers by imposing a surcharge in Company's applicable rates for gas service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by any identifiable customer or customers or any other information regarding identified customers. Section 4. Surcharge. The City recognizes that the Minnesota Public Utilities Commission may allow the Company to add a surcharge to customer rates of city residents to reimburse the Company for the cost of the fee. The Company agrees that it is prohibited from adding an administrative fee of any kind on to the franchise fee. Section 5. Equivalent Fee Requirement. This Ordinance shall not be effective against Company unless the City lawfully imposes a fee or tax of the same or greater equivalent amount on the receipts from sales of energy within the City by any other energy supplier,provided that, as to such a supplier, the City has the authority to require a franchise fee or to impose a tax. The "same or greater equivalent amount" shall be measured, if practicable, by comparing amounts collected as a franchise fee from each similar customer, or by comparing, as to similar customers the percentage of the annual bill represented by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable to energy sales for any energy use related to heating, cooling or lighting, or to run machinery and appliances,but shall not apply to energy sales for the purpose of providing fuel for vehicles. If the Company specifically consents in writing to a franchise or separate ordinance collecting or failing to collect a fee from another energy supplier in contravention of this section, the foregoing conditions will be waived to the extent of such written consent. Section 6. Enforcement. Any dispute, including enforcement of a default regarding this ordinance will be resolved in accordance with Section 2.5 of the Franchise Agreement. Section 7. Effective Date of Franchise Fee. The effective date of fee collection shall be January 1, 2017 or ninety (90) days after the City sends written notice enclosing a copy of this adopted Ordinance to the Company by certified mail, whichever date is later. Effective Date. This ordinance becomes effective from and after its passage and publication. Adopted in regular session of the City Council of the City of Shakopee, Minnesota held this day of , 2016. Mayor of the City of Shakopee Attest: City Clerk Published in the Shakopee Valley News on the day of , 2016. 2 EXHIBIT A XCEL ENERGY GAS FRANCHISE FEE SCHEDULE Class Fee Per Customer* Residential 3% Sm C &I—Non-Dem 3% Sm C &I—Demand 3% Large C &I 3% *The fee collected shall total three percent (3%) of the Company's gross earnings from its operations within the City collected from each customer of each class. "Gross Earnings" means all sums received by the Company from the sale or delivery of gas to its retail customers within the corporate limits of the City, excluding any surcharge, sales tax, miscellaneous tariff charges or any similar addition to Company's charges to customers for the purpose of reimbursing Company for the fee, sales tax, or similar fee. "Gross Earnings' shall also exclude all revenues received by Company from the sale of gas service provided under its separate rate schedules, if any, solely for highway lighting, municipal street lighting, municipal water pumping, municipal traffic signals,municipal fire sirens, and municipal sewage disposal services. Franchise fees are to be collected by the Company in the amounts set forth in the above schedule, and remitted to the City on a quarterly basis as follows: January—March collections due by April 30. April —June collections due by July 31. July— September collections due by October 31. October—December collections due by January 31. PWA General Business 7. B. 3. 1 IAS, 11-'1„I, TO: Mayor and City Council FROM: Darin Nelson, Finance Director DATE: 06/07/2016 SUBJECT: Monthly Financial Review (C) iiiAction Sought No official action is sought,this is our monthly review of the General Fund revenues and expenditures. The attached report provides the monthly(May) and cumulative year-to-date revenues and expenditures. The far right column provides year-to-date revenues and expenditures through this same time period last year. Revenues tend to be more sporadic rather than recurring evenly from month-to-month. Comparing the same time frame from one year to the next may provide better insight as to what is or is not occurring in the current year. As of May 31,2016 the city is 5/12 or about 42 percent complete with the year. Total revenues are only at 15%. This is largely due to not receiving first half tax receipts until the first of July. Intergovernmental revenues are slightly below last years YTD amount mainly due to a change in accounting practice of recognizing the final maintenance payment of the year. Prior to 2016,the city would recognize state aid maintenance payments on a cash basis. Simply meaning we recognized the revenue in the year it was receipted, no matter if the maintenance revenue was earned in the prior year. The city typically receives its final maintenance payment in February of the following year. The amount varies but is typically around$40-50,000. For instance,we received the 2015 final maintenance payment of$46,325 this past February. Instead of recording this payment as 2016 revenue,we recorded a receivable back to 2015. This will reduce the total intergovernmental revenue for 2016 by this same $46,325,but will provide a more true accounting moving forward. Miscellaneous revenues are also slightly below last years amount due to the 2016 May investment earnings allocation not being recorded as of the date this report was run. There is a host of monthly journal entries that are completed to close out each month,which takes upwards of two weeks. Expenditure are all at or below the 42 percent target for May, except for the Mayor& Council division which is within 3% of the target. As has been mentioned during the past few months,this division has a small budget and a number of the expenditures take place at the beginning of the year which can skew the percentages. I would expect this division to be at or below the targeted percentage by the end of June. In addition to the financial review,I will be reviewing the assessment process. The assessment process is difficult concept to understand and often there is confusion with taxpayers as to when and how their property is valued and when is the appropriate time to ask questions about the value of their property. It is not uncommon for property owners to bring questions about their value to the Truth-in-Taxation meeting held in December. Unfortunately, the opportunity to question their value would have been the previous spring. I will also cover the assessment timeframe. The public is often unaware that the their property valuation on January 1, 2016 is for the time period of October 2014 thru September 2015 for taxes payable in 2017. The lag in timing is confusing and market conditions can change over that time which can be misleading. For example, valuations may be increasing substantially today but that may not have been the case a year and one-half ago when the property valuation was complete. Attachments May Financial Report CITY OF SHAKOPEE Monthly Financial Report YTD May YTD Budget May YTD 2016 2016 2016 Balance Percent 2015 Budget Actual Actual Remaining Used Actual 01000- GENERAL FUND REVENUES: *-TAXES 17,150,900 25,870 92,346 17,058,554 1% 81,227 *- SPECIAL ASSESSMENTS 11,500 0 (29,165) 40,665 (254)% (32,274)4 *-LICENSES AND PERMITS 1,504,100 238,897 1,278,430 225,670 85% 567,602 *-INTERGOVERNMENTAL 1,108,500 10,129 289,138 819,362 26% 312,700 *-CHARGES FOR SERVICES 4,235,775 295,215 1,979,426 2,256,349 47% 1,590,266 *-FINES AND FORFEITS 1,500 210 1,208 292 81% 4,538 *-MISCELLANEOUS 215,748 1,250 59,767 155,981 28% 73,6114 TOTAL REVENUES 24,228,023 571,570 3,671,149 20,556,874 15% 2,597,671 EXPENDITURES: 11 -MAYOR&COUNCIL (185,260) (7,591) (83,171) (102,089) 45% (78,980) 12-ADMINISTRATION (1,555,530) (153,920) (495,438) (1,060,092) 32% (403,759), ;'' 13 -CITY CLERK (399,170) (28,231) (108,590) (290,580) 27% (130,516) 15 -FINANCE (1,243,700) (96,778) (324,258) (919,442) 26% (293,815) 17-COMMUNITY DEVELOPMENT (674,905) (43,164) (161,041) (513,864) 24% (324,265) 18-FACILITIES (408,986) (21,773) (136,480) (272,506) 33% (141,419) 31 -POLICE DEPARTMENT (7,625,014) (773,332) (3,004,661) (4,620,353) 39% (2,970,810) 32-FIRE (2,079,785) (166,284) (707,592) (1,372,193) 34% (781,279), ,";' 33 -INSPECTION-BLDG-PLMBG-HTG (669,967) (61,729) (266,164) (403,803) 40% (246,127) 41 -ENGINEERING (739,178) (58,467) (246,582) (492,596) 33% (232,983) 42- STREET MAINTENANCE (2,225,116) (131,146) (647,944) (1,577,172) 29% (602,944) 44-FLEET (429,595) (41,334) (159,283) (270,312) 37% (141,064) 46-PARK MAINTENANCE (1,644,596) (115,610) (474,642) (1,169,954) 29% (490,670) 66-NATURAL RESOURCES (198,092) (21,062) (69,620) (128,472) 35% (54,301) 67-RECREATION (2,529,679) (184,824) (820,650) (1,709,029) 32% (796,551) 91 - UNALLOCATED (218,450) (511) (1,687) (216,763) 1% (2,384) TOTAL EXPENDITURES (22,827,023) (1,905,755) (7,707,804) (15,119,219) 34% (7,691,867) OTHER FINANCING *-TRANSFERS IN 250,000 0 0 250,000 0% 0 *-TRANSFERS OUT (2,100,000) 0 0 (2,100,000) 0% 0 OTHER FINANCING TOTAL (1,850,000) 0 0 (1,850,000) 0% 0 FUND TOTAL (449,000) (1,334,185) (4,036,655) 3,587,655 (5,094,196) Key Varies more than 10%than budget positively Varies more than 10%than budget negatively Within 10%of budget PWA General Business 7. B. 4. TO: Mayor and City Council FROM: William H. Reynolds, City Administrator DATE: 06/07/2016 SUBJECT: Appointment of the Director of Planning and Development (E) iii Action Sought To authorize the hiring of Michael Kerski as the Director of Planning and Development Background On January 26, 2016 the city contracted with Waters & Company to conduct an executive recruitment for the position of Director of Planning and Development. Applications have been solicited and received, and both first and second round interviews have been conducted involving a variety of city staff and officials. A thorough background check has been conducted for the final candidate. Based upon this process, it is recommended that the City Council authorize the hiring of Michael Kerski as the city's Director of Planning and Development, subject to the completion of a pre-employment physical and drug test. Mr. Kerski has 20 years economic development and planning experience having played crucial roles in the development and redevelopment of several fast-growing cities including Chandler, Arizona, Flagstaff, Arizona and Greenville, South Carolina. He holds a Bachelor of Science in Architecture from the University of Wisconsin, and a Master of Science in Urban Design also from Wisconsin. Mr. Kerski has a string of awards including Public Servant of the Year (Flagstaff), and City Manager's Award of Excellence (Flagstaff); 2013 City Manager's team Award (Greenville), and has been selected as a member of several prominent lists in the Greenville metro area including 50 Most Influential People in 2012 and 2015, and One to Watch for 2015. He has a record of proven success in development, redevelopment, revitalization, collaboration and innovation. The proposed compensation and benefits for Mr. Kerski are as follows: 1. Starting Salary: Step D of Grade 12 of the City's 2016 Pay Plan for Full-Time Employees ($117,649 per year). 2. Vacation Leave: An accumulation of 160 hours annually. (This is the second tier of our Vacation accrual schedule for exempt employees with 6-15 years of employment.) 3. Sick Leave: Standard accumulation rate and cap provided for in the Personnel Handbook. 4. COBRA: For the month of August until eligible for employee health insurance. 5. Relocation: $5,000 reimbursement for paid moving expenses. Mr. Kerski will need to complete the required pre-employment physical and drug test and provide a 30 day notice to his current employer. His anticipated start date is July 25, 2016. Recommendation That Michael Kerski be hired for the position of Director of Planning and Development contingent upon the successful completion of a pre-employment physical/drug test and subject to a one year probationary period. Budget Impact Position is currently allocated in the budget Relationship to Vision This agenda item relates to Goal E: Deliver effective and efficient public services by a staff of well-trained, caring and professional employees. Requested Action Approve the hiring of Michael Kerski for the position of Director of Planning and Development contingent upon the successful completion of a pre-employment physical/drug test and subject to a one year probationary period. Attachments Resume Conditional Offer Letter i MICHAEL KERSKI I PROFESSIONAL SUMMARY Natural leader and skilled negotiator with a commitment to excellence. Dedicated to building communities through partnerships while developing innovative planning and economic development programs. Versatile administrator successful in spearheading and completing comprehensive city projects while maintaining positive relations between government, constituents and private sector. WORK HISTORY 07/2013 to Present Planning and Development Manager City of Greenville—Greenville,South Carolina • Took over the Planning Department that had poor morale and poor relations with the community. Within two months, met and exceeded management and community expectations. • Implemented a Case Management System to handle the largest project case load in the City's history. Processed more than 400 cases in 2014 and more than 440 in 2015. • Coordinated city planning efforts and resolved zoning disputes. • Fostered a climate of collaboration between the general public,the city manager and members of city council through a number of public workshops to address infill housing.This six month community dialog resulted in the adoption of Greenville's first Residential Infill Development Guidelines that were updated in January 2016. • Reviewed more than$300 million in new development including four major hotels,more than 4,000 units of apartments and oversaw streamlining of processes for Design Review Board, Planning Commission,and Board of Zoning Appeals. • Implemented new processes for subdivisions, minor subdivisions and lot combinations to ensure new parcels met all zoning and engineering regulations. • Partner on permit coordination team with Engineering, Building Codes and Fire to review permit issues and resolve problems. • Team member for new permitting and plan review software implementation and upgrade. • Worked to expedite the development of a 1,200 acre mixed-use community that includes single family homes,townhouses, hotels, a golf course, retail and office space through monthly public meetings with the master developer and coordination of all plan submissions. • Point of contact for approvals on a$97 million mixed use project that includes an 800-car garage,AC Hotel,200 unit luxury high rise, retail and two office complexes. • One of three team leaders working with MKSK on a six month study of a 350 acre area for a new City park that will also include a Form Base Code and an affordable housing strategy. 02/2009 to 07/2013 Economic Development Manager City of Greenville—Greenville,South Carolina • Secured$3 million in an EDA grant for the Center for Emerging Technologies at Clemson University International Center for Automotive Research. • Supervised economic development that included annexations, Downtown,commercial E corridors, marketing,demographics,and mapping. r i r i • Cultivated close working relationships with other organizations including the Chamber of Commerce's NEXT program,Greenville Area Development Corporation,State Department of E: Commerce and the State's Research Authority(SCRA). e •' Created and developed the annual Capit4 Attraction Program including raising$70,000 each year from the community to fund the visits of 11 venture capital firms that resulted in over$40 million in new investment. • Competed with 13 other states to attract Proterra,the only 100%electric bus company in the US.Assisted in raising their$63 million in equity.This resulted in over 200 jobs. • Developed a strategy and implemented a plan to construct a$100 million project 1= in the heart of Downtown during the recession. Ran an architectural competition and developed a concept for a large public space. Project is complete including new 500-car parking garage, retail, restaurants, 200,000 square feet of office and an Aloft hotel. • Successful in attracting and retaining a large number of businesses. • Created the Greening of Greenville campaign in cooperation with GE, Duke Power, Hubbell Lighting and Enterprise Car Rental to promote LED lighting and electric vehicle charging stations. 01/2001 to 02/2009 Community Investment Director City of Flagstaff—Flagstaff,Arizona • Secured$2 million in EDA grant money for the Northern Arizona Incubator in cooperation with Northern Arizona University. • Managed staff and program areas of affordable housing,CDBG, long range planning, historic preservation,zoning,urban design, redevelopment,and economic development. 4 • Created one of the Nation's first City-owned Community Land Trusts to ensure long term affordability for workforce housing. • Created a revitalization plan for the historic Downtown including ongoing management. • Developed revitalization plan for regional mall and created new auto park. I • Created redevelopment plan for 40-acre brownfield site and negotiated redevelopment plan with property owner and developer. • Developed new marketing plan and branding for economic development programs. • Team member for reorganization of permit review and case manager implementation. • Negotiated two business expansion projects with Joy Cone and Nestle Purina by using complicated state incentives and ownership (GPLET)that resulted in major expansions. 11/1996 to 01/2001 Downtown Manager City of Chandler—Chandler,AZ • Co-created the annual budget and submitted to the city council for review and approval. • Collaborated with members of the development community, residents,other public agencies and private organizations to achieve the redevelopment of the 1912 historic town center. • Developed and implemented a master plan for the vitalization of the area including attracting new retailers and restaurants. • Used Community Development Block Grant funding to revitalize the Town Square including storefront rehabilitation and new neighborhood lighting system. • Negotiated the development of a new anchor office building and city-owned parking garage,and attracted new office tenants to the Downtown area including a university. • Created a new Downtown management organization including receiving 501(c)3 status. is 1= I; i EDUCATION Master of Science:Architecture-Urban Design University of Wisconsin- Milwaukee,WI Completed NEA-backed thesis project using Pattern Language that created a seven-block infill project that was ultimately developed Minor in Real Estate Bachelor of Science:Architecture University of Wisconsin-Milwaukee,WI Minor in Historic Preservation i Form-Based Code Certification—Form-Based Codes Institute i ACCOMPLISHMENTS I • Chosen as one of the 50 Most Influential People 2012 by Greenville Business Magazine • Board Member of the Small Business Development Center 2011-2013 • Received the Greenville City Manager's Team Award for the City's Utility Undergrounding Program in 2013 • DUKE Energy Power Partner of the Year in 2012 • Nominated as a Who's Who of Greenville 2014 and 2015 by the Upstate Business Journal • Chosen as"One to Watch"for 2015 by the Upstate Business Journal • Chosen as one of the 50 Most Influential People in the Upstate 2015 by Greenville Business Magazine • City Manager's Award of Excellence, City of Flagstaff,AZ • Public Servant of the Year,Arizona Daily Sun, Flagstaff,AZ • Completed several IEDC certification courses • Member of American Planning Association, Urban Land Institute, International Economic Development Council and International Council of Shopping Centers I is r i i' P" S,IJAKOIFTE May 26, 2016 Mr. Michael Kerski 209 Castle Creek Drive Greer, SC 29651 Dear Michael: Congratulations on being selected for the Director of Planning & Development position with the City of Shakopee. I am pleased to extend this conditional offer of employment dependent upon the successful completion of a pre-employment physical /drug test. Your position will have to be approved by City Council as well. The Director of P I lanning & Development position is a full-time, salaried position that is exempt from the federal Fair Labor Standards Act. Your starting salary would be $117,649, which is Step D of Grade 12 of the City's 2016 Non-Union Pay Plan. You would be eligible for a pay step increase annually on the anniversary of your starting date, until reaching the top step of Grade 12, plus future cost-of-living adjustments based on City Council action. Normal office hours for the position are 8:00 a.m. to 4:30 p.m. Monday thru Friday, with some evening and weekend work required for special projects, and City Council meetings. We are offering vacation accrual at a rate equaling 160 hours, or 4 weeks, per year. You will also earn 12 sick days and 12 paid holidays per year. You would have a menu of medical and dental insurance options; with the exact cost to you dependent upon your selections., We are also offering to cover the cost of COBRA for the month of August, 2016, which is approximately $2,000. Additionally, to help offset the cost of your relocation we are offering you $5,000 for moving expenses. Lastly, you would be enrolled in the statewide pension plan for city and county employees, known as PERA. This plan provides an employer contribution of 7.5% of your earnings and requires an employee contribution of 6.5%. If you have any questions regarding the position or the salary and benefits package, please don't hesitate to contact me at 952.233.9312. If you are in agreement with the terms as stated above, please return a signed copy of this letter to me as soon as possible. I would like to have your approval slated for the June 7th City Council Meeting, with an anticipated start date on or about July 25, 2016 as determined by mutual consent. Sincerely, ACCEP7 �,--_� Sign ed.-_72 Jennifer Gabbard Date.- HR Manager COMMUNN't"Y Pf2,1D1_', S'TNCE 1857 129 Holmes Strcef South - Shakopee, Minnesota aw 55379-1351 , 952-233-9300 - FAX 952-.233-3801