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May 02, 2017
Shakopee City Council P"tJ May 2,2017 HAKE 7:00 PM City Hall 129 Holmes St. 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. 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. E 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. Planning and Development B. Public Works and Engineering B.1. *Award a Contract for Project 2017-3 Whispering Oaks Sewer Extension B.2. *Award a Contract for the Valley Park 11th Addn. Drainage Channel Improvement Project 2017-7 B.3. *Approve a Valleyfair Expansion Wetland Replacement Plan B.4. *Citizen-Assisted Monitoring Program(CAMP) B.S. *Master Partnership Contract with MnDOT C. General Administration C.1. *City Bill List C.2. *City Council Minutes C.3. *Closing of the 2004B, 2006A and 2007A Debt Service Funds C.4. *Revised Purchasing Policy C.S. *Delegation of Authority to Review Claims Prior to Payment 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 consent will be discussed at this time 7. Public Hearings A. Vacation of Public Road Easement— SMSC land adjacent to Eaglewood Drive B. Annexation of Property — 12321 Marystown Road C. Annexation of Property — 12440 Marystown Road D. Annexation of Property — 12800 Marystown Road E. Annexation of Property — Hwy. 169 & Hwy. 69 Public Right-of-Way and City Property Southwest of Town Square Mall 8. General Business A. Planning and Development A.1. Final Loan Documents for Anchor Glass A.2. Sale of City-owned Property on First Avenue B. Personnel B.1. Resignation of City Engineer/Public Works Director C. General Administration C.1. Censure Resolution C.2. Monthly Financial Review 9. Liasion and Administration 10. Other Business 11. Adjournment to May 16, 2017 at 7:00 p.m. B.I. H+ T OPFF Shakopee City Council May 2, 2017 FROM: Bruce Loney, Public Works Director TO: Mayor and Council Members Subject• Award a contract for the Whispering Oaks Sanitary Sewer Extension Project 2017-3 Policy/Action Requested: Approve Resolution 7878 which accepts the bids and awards a contract for Project 2017-3 to Northwest Asphalt, Inc. and approve a 5% contingency amount on the project for use by the City Engineer in authorizing change orders or quantity adjustments. Also, to authorize the appropriate city officials to execute an extension agreement with Bolton & Menk, Inc. for construction engineering services. Recommendation: • Adopt Resolution 7878. • Approve a 5% contingency amount by the City Engineer for change orders and quantity adjustments. • Authorize an extension agreement with Bolton & Menk, Inc. for construction engineering services. Discussion• On March 7, 2017, City Council adopted Resolution 7845 which approved the plans and specifications and authorized staff to advertise for bids for the Whispering Oaks Sanitary Sewer Extension, Project 2017-3. On April 25, 2017, a bid opening was held on the project, in which there were six bids opened. The bid proposals had a bid Part A (sanitary sewer only) and a bid Part B (sanitary sewer and watermain). The bids are summarized in the attached resolution. For the bid opening, the low bidder for Part A and Part B bid packages is Northwest Asphalt, Inc. with bids of$644,013.90 and $785,984.90, respectively. Shakopee Public Utilities is considering the bids at its May 1, 2017 meeting. If the Commission does not want to proceed with the watermain, Resolution 7878 would be revised to recommend Bid Package A. The engineers estimate was $700,000.00 (A) and $900,000.00 (B), respectively. If Council awards the contract, staff is requesting a contingency amount of 5% of the content to cover minor change orders and quantity adjustments that may occur on the project. Also an extension agreement with Bolton & Menk, Inc. is needed for construction engineering services such as surveying. Budget Impact• This project is funded by the Sanitary Sewer fund. ATTACHMENT S: a Resolution 7878 a BMI Extension Agreement Location Map Plan Sheet-Location a SPU Memo RESOLUTION NO. 7878 REVISED A Resolution Accepting Bids for the Whispering Oaks Sanitary Sewer Extension Project 2017-3 WHEREAS, pursuant to an advertisement for bids for the Whispering Oaks Sanitary Sewer Extension, Project 2017-3, bids were received, opened on April 25, 2017, and tabulated according to law, and the following bids were received complying with the advertisement: BIDDER BID A BID B NORTHWEST ASPHALT INC $644,013.90 $785,984.90 GM CONTRACTING INC $666,701.18 $815,042.58 NORTHDALE CONSTRUCTION CO INC $686,249.56 $826,881.51 MINGER CONSTRUCTION CO INC $762,675.00 $928,170.00 BURSCHVILLE CONSTRUCTION INC $1,003,112.00 $1,200,167.00 LAMETTI AND SONS INC $1,144,470.00 $1,358,300.00 WHEREAS,it appears that Northwest Asphalt Inc., 1451 Stagecoach Road, Shakopee, MN 55379, is the lowest responsible bidder for the Whispering Oaks Sanitary Sewer Extension Project; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE,MINNESOTA: 1. The appropriate City officials are hereby authorized and directed to enter into a contract with Northwest Asphalt Inc. in the name of the City of Shakopee for the Whispering Oaks Sanitary Sewer Extension Project, Bid Package B, according to the plans and specifications therefore approved by the City Council and on file in the office of the City Clerk. 2. The City Clerk is hereby authorized and directed to return forthwith to all bidders the deposits made with their bids, except that the deposits of the successful bidder and the next lowest bidder shall be retained until a contract has been signed. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 2nd day of May 2017. Mayor of the City of Shakopee ATTEST: City Clerk ENGR/2017-PROJECTS/P✓HISPERINGOAKS/WORD/RES7878-AWARD-CONTRACT • _ BO LTON & M r== N K , I NCo Consulting Engineers & Surveyors 12224 NicolletAvenue•Burnsville, MN 55337 Phone(952)890-0509• Fax(952)890-8065 www.bolton-menk.com April 26, 2017 Bruce Loney, P.E. Public Works Director/City Engineer City of Shakopee 500 Gorman Street Shakopee, MN 55379 RE: Extension Agreement Whispering Oaks Sanitary Sewer Improvements Dear Mr. Loney: Bolton&Menk, Inc. is pleased to submit this Extension Agreement for the Whispering Oaks Sanitary Sewer Improvements. Bolton & Menk will provide the following construction and project close out services: • Assist with construction management and contract administration, as requested by the City. • Provide construction staking during construction including the following o Horizontal and vertical reference points along (hubs and lath)the pipe alignment, and for manholes, services, etc. o Cut sheets delivered to City • Complete an as-built survey, identifying final location and elevation of casings, manholes, and pipe visible within manholes. • Prepare as-built drawings from the data collected from the as-built survey and information provided by the City attained during construction. Bolton & Menk_will be compensated for the proposed services on an hourly basis based on actual hours expended and the hourly rate of each staff person completing the tasks, and according to Bolton&Menk's agreement for professional services with the City of Shakopee. The estimated cost to complete the proposed services is $29,140. The City of Shakopee agrees to reimburse Bolton & Menk, Inc. for these services in accordance with the Agreement for Professional Services, and as described herein. If this agreement meets your approval, please sign below and return one copy to our office. DESIGNING FOR A BETTER TOMORROW Bolton&Menk is an equal opportunity employer Jeff Weyandt, P.E. City of Shakopee May 9, 2013 Page 2 Thank you for this opportunity to provide engineering services to the City for this project. We look forward to completing a successful project for the City. Respectfully submitted, BOLTON & MENK, INC. Jeff Weyandt, P.E. Proj ect Manager ACCEPTED BY: City Administrator Mayor Date pnv c , N co •, co • o o _ Q r 3 � • - U o I • F - db i(RW --IHn r o • N IH �£ J U �• U •• rl - r• � THl O!1 i•, y a " moo = = = = z z a z z W 9 W D m N y at m m m a a a F F F z Z Z z a o o a a a a y o 0 0 z Wrc � m � §a � u u o � i "' Q o ? _ R 5 o w a F ru w oW U y Z ox alp 3 W x �£ 3 W f i. LU o s , LU LU W rL o o 2 `n Q N I me 2 z o ar $ LL Z O � a L Y $ �o' waeivarHxnxnw w O W - " f' ¢s p� Ln V _a� g O LU P�rY� 6w�W, rn - osz' ¢ ' =ooq� ia3 e xOwaczc a s"=��z2o Zo" 'i2 uxn-� -W�" pp asos a 5oog� .�oM°5 �3 SHAKOPEE PUBLIC UTILITIES MEMORANDUM TO: John Crooks,Utilities Manag?,i FROM: Joseph D. Adams, Planning & Engineering Director U WA-1-- SUBJECT: Horizon Drive Water Main Project DATE: April 27, 2017 ISSUE The City issued an addendum and extended the bid period at the Commission's request to include an alternate bid item to install a 12 inch trunk water main in Horizon Drive. The City Council is scheduled to award the contract at their May 2nd meeting and the Commission needs to decide if they project should proceed with the water main or not. BACKGROUND This issue was previously reviewed and discussed at the Commission's April 3rd meeting. In the interim staff met with representatives from the Living Hope Church to gauge their possible interest in a deal for the church to sell some of their parcel to the Commission for a future elevated water tank to help offset some of the church's expenses in connecting to city sewer and water. The church representatives replied after a few days that they did not have interest in pursuing such an arrangement. The church does not desire nor intend to connect to city water whenever it is installed and it is unclear at this time if they will have to connect to the city sewer for their planned expansion. DISCUSSION Bids for the city project were opened on April 26`h and the added construction cost for the 12 inch water main is $141,967 by the low bidder Northwest Asphalt. (It is important to note that they are the low bidder with or without the water main included.) Per agreement with the city a 20% cost for design engineering,project management, financing,i.e. project costs is added to city projects for Commission water main projects, so the actual costs would be $166,106 for the 12 inch trunk water main. Finance Director Renee Schmid has determined that the current Commission cost of borrowing funds is 4.2% and that the Commission is currently earning I% on its investments. So,the"opportunity" carrying cost would appear to be 5.2% of the$166,106 or $8,637.51 per year. Ballpark cost estimates for the 12 inch trunk water main construction were$215,480 and $172,000 for an 8 inch lateral equivalent. Staff estimates the lateral water main cost equivalent would be$135,584 with the 20%project cost fee. Thus trunk water main over sizing costs to be permanently paid out of the Trunk Water Fund would be $30,522 and the balance would be established as the Lateral Water Main Equivalent cost with that cost to be collected whenever one of the rural residential lots or the church connected to the water main for service. There is not a dedicated funding source for lateral water main costs, so that cost too would be paid out of the Trunk Water Fund as in past projects with the future fees collected against the Lateral Water Main Equivalent cost to be paid back into the Trunk Water Fund. There is one rural residential lot across from the church that has yet to have a house constructed on it and there are two other lots that have homes with private well and septic currently. Staff understands since this is a city initiated sewer project that the city is not intending to fix a deadline for hookup by these properties. Previously staff identified the following potential funding sources in the 2017 CIP Trunk Fund: Trunk Water Mains Projects by SPUC tbd $10,000 Oversizing 12 inch Corrigan/Goode Parcel from Horizon Drive s/e to Muhlenhardt Road 62,700 Oversizing tbd 85,000 Subtotal $157,700 There are also projects in the 2017 CIP Trunk Fund that appear doubtful at this point to be completed in 2017,most likely being deferred to a later date with timing determined by city/development interests: Oversizing 12 inch Vierling Drive from Taylor Street to CR 69 $ 43,300 Oversizing 16 inch Krystal Addition to CR 79 61,651 Subtotal $104,951 Thus,the potential available 2017 funding total could be$262,651 however the deferred projects would then have to be funded in a future year. REQUESTED ACTION Staff requests the Commission provide direction if it wishes to have the water main installed under the city project in 2017. B.2. H+ T OPEE Shakopee City Council May 2, 2017 FROM: Rick Thomson, Project Coordinator TO: Mayor and Council Members Subject: Award a Contract for the Valley Park 11th Addition Drainage Channel Improvements, Project 2017-7. Policy/Action Requested: Approve a Quote and Award a Contract to Krueger Excavating, Inc. for the Valley Park 11th Addition Drainage Channel Improvements and approve a 15% contingency amount in this project for use by the City Engineer in authorizing change orders or quantity adjustments on this project. Recommendation: Staff recommends approving a Quote to Krueger Excavating, Inc. for the Valley Park 11th Addition Drainage Channel Improvements and approving a 15% contingency amount. Discussion: Last summer this area experienced significant erosion. This project will repair the existing pond overflow and extend the outlet pipe to reduce the risk for future erosion. On April 25, 2017, the City requested quotes from 4 different contractors and received quotes from 2 of the contractors. The low quote was received from Krueger Excavating, Inc. in the amount of$62,096. The Engineers estimate for this project is $51,000. The two quotes received are attached to this memo. Budget Impact• This project is funded by the Storm Drainage fund. ATTACEMENTS: D Quote-Krueger Excavating ❑ Quote-Link Excavating ❑ Location Area AARK'11th ADDITION DRAINAGE CHANNEL IMPROVEMENTS T NO.2017-7 F SHAKOPEE ITEM DESCRIPTION UNIT ESTIMATED /TEM QUANTITY UNIT PRICE TOTAL I MOBILIZATION LS 1 2 SALVAGE&INSTALL ARTICULATED CONCRETE BLOCKS CU YD 7 3 COMMON EXCAVATION-GRADING Cu YD 40 4 GRANULAR BORROW(LV) CU YD 30p 5 PLASTIC LINER SQ YD 270 ! �� 6 FILL SPECIAL-CLAY CU YD 4 7 PLACE CONCRETE PAVEMENT 4" SQ YD 300 8 STEEL SHEET PILING(PERMANENT-PZ-27) SQ FT 384 9 STEEL SHEET PILING CAP PLATE FOR PZ 37 LIN FT 44 10 12"CS PIPE CULVERT LIN FT 10 11 CONNECT TO EXISTING CULVERT EACH InC7 12 GEOTEXTILE FILTER TYPE IV SQ YD 364.0 13 ARTICULATED BLOCK MAT CLOSED CELL TYPE C SQ YD 420 01 14 SILT FENCE,TYPE HD LIN FT 88 15 STORM DRAIN INLET PROTECTION EACH 3 16 SEDIMENT CONTROL LOG TYPE STRAW LIN FT 100 19 17 STABILIZED CONSTRUCTION EXIT LUMP SUM I p 0(D v 18 SEEDING ACRE 0.2 l 0 c5)%C> aC 19 SEED MIXTURE 35-151 POUND 34 /0 20 SODDING TYPE LAWN-VALLEY VIEW ROAD BOULEVARD SQ YD 30 so 21 MULCH MATERIAL TYPE I TON 0.4 Ci�9 r� �CC7 p EROSION CONTROL BLANKETS CATEGORY 3(INCLUDES 22 MAINTENANCE) SQ YD 30 23 RAPID STABILIZATION METHOD 3 MGALLON 0.5 TOTAL BID C; O C KRUEGER EXCAVATING INC. P.O, BOX 729 Prior Lake, MN 55372 City of Shakopee Valley Park 11th Addition Drainage Channel Imp Project No.2017-7 VALLEY PARK 11th ADDITION DRAINAGE CHANNEL IMPROVEMENTS PROJECT NO. 2017.7 CITY OF SHAKOPEE ITEM DESCRIPTION UNIT ESTIMATED ITEM# QUANTITY UNIT PRICE TOTAL 1 MOBILIZATION I'S I '5OM Ib� � S' 00 f\L� • C� 2 SALVAGE&INSTALL ARTICULATED CONCRETE BLOCKS CU YD 7 p C1d .2 � OC] 3 COMMON EXCAVATION-GRADING CU YD 40 12 C5 � �OO • �r� 4 GRANULAR BORROW(LV) CU YD 30 121 { O (Do 5 PLASTIC LINER SQ YD 270 j OJO 110 o 2- K 6 FILL SPECIAL--CLAY CU YD 4 Z �O�] 7 PLACE CONCRETE PAVEMENT 4" SQ YD 300 15Q) E)0• 01- 8 STEEL SHEET PILING(PERMANENT-PZ-27) SQ FT 284j q�� �7 rti 2 Uo 9 STEEL SHEET PILING CAP PLATE FOR PZ 27 LIN FT 44 1 ii o V Ls• ;'1 5 b oz) 10 12"CS PIPE CULVERT LIN FT 10 1 2-) , 50 21 0 0 11 CONNECT TO EXISTING CULVERT EACH I h3V sc)• O 12 GEOTEXTILE FILTER TYPE IV SQ YD 364.0 13 ARTICULATED BLOCK MAT CLOSED CELL TYPE C SQ YD 42.0 14 SILT FENCE,TYPE HD LIN FT 38 be 3 15 STORM DRAIN INLET PROTECTION EACH 3 I 0b . 00 'z C* pC 16 SEDIMENT CONTROL LOG TYPE STRAW LIN FT 100 -S .15-0 2 Com"- 00 17 STABILIZED CONSTRUCTION EXIT LUMP SUM I dQ f 0 Ci, J� o 1S SEEDING ACRE il. (r1 Vi � / 00 19 SEED MIXTURE 25-151 POUND 14 '. o I 0 20 SODDING TYPE LAWN-VALLEY VIEW ROAD BOULEVARD SQ YD 20 Z a� G ©'�) 21 MULCH MATERIAL TYPE TON 0.4 • OQ ZV� on 22 EROSION CONTROL BLANKETS CATEGORY 3(INCLUDES S YD 0 }-� MAINTENANCE) Q 2 5 � I 000 Ov 23 RAPID STABILIZATION METHOD 3 MGALLON 0.5 0 U 0 0 45o(3 . �Q TOTAL 810 TO 3 City of Shakopee Valley Park lith Addition Drainage Channel Imp Project No.2017-7 q r- p• . i �III M1� low G... - 14. r �l v B.3. SHAKOPEE Shakopee City Council May 2, 2017 FROM: Bruce Loney, Public Works Director TO: Mayor and Council Members Subject: Approve Valleyfair Expansion Wetland Replacement Plan (Application No. 2017-1) Policy/Action Requested: Valleyfair, Inc. has submitted a complete wetland replacement plan application. Staff and a Technical Evaluation Panel (TEP) has reviewed the application and determined it meets the requirements of the Wetland Conservation Act (WCA). This replacement plan must be acted upon by the City Council in their role as the Local Government Unit (LGU) for the WCA of 1991. Attached for Council consideration is Resolution No. 7877, a resolution approving a Wetland Replacement Plan for the Valleyfair Expansion project. Recommendation: Adopt Resolution 7877. Discussion: The replacement plan, as proposed by Valleyfair, Inc., would fill approximately 4.52 acres of wetland as part of their parking lot expansion and road relocation project. The impacted wetlands are proposed to be replaced at a 2:1 ratio for a total of 9.04 acres of replacement. Replacement is to be provided through a combination of project-specific (on-site) replacement in addition to the purchase of wetland credits from an approved wetland bank within the same Bank Service Area. The application was noticed to the TEP, which consists of a City staff member and representatives from the Soil and Water Conservation District (SWCD), the Board of Water and Soil Resources (BWSR), the Department of Natural Resources (DNR), and the Lower Minnesota River Watershed District (LMRWD), on March 24, 2017. The TEP, established by the WCA, provides professional, technical review of wetland issues. The TEP had the opportunity to review and provide comments to the LGU through April 13, 2017. No comments were received by the TEP. The wetland replacement plan is being proposed to accommodate an expansion of their parking lot and relocation of a roadway. The placement of the parking lot and roadway was designed as to minimize the amount of impact to the existing wetlands. Please see the attached replacement plan application and site plan for reference. Budget Impact• None. ATTACHMENTS: D Resolution 7877 D Valleyfair Mitigation Area D Valleyfair Wetland Impacts D Notice of Decision RESOLUTION 7877 A Resolution Approving a Wetland Replacement Plan for the Valleyfair Expansion Project WHEREAS, the City has received a Wetland Replacement Plan from Valleyfair, Inc. for their site; and WHEREAS, the applicant has demonstrated that the proposed Wetland Replacement Plan complies with Minn. Rules Parts 8420.0540 and 8420.0550; and WHEREAS, all interested parties on file in the office of the City Engineer or identified in Minn. Rule 8420.0230 have been sent notice of the proposed Wetland Replacement Plan; and WHEREAS, the Technical Evaluation Panel reviewed the proposed Replacement Plan and considered the public values, location, size, and type of wetland being altered and recommended approval of the Wetland Replacement Plan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA: 1. Based on the replacement standards in Minn. Rules 8420.0630, and based on the recommendation of the Technical Evaluation Panel, the Wetland Replacement Plan is hereby approved. 2. Approval of the Wetland Replacement Plan shall become effective upon its adoption 3. A copy of this decision shall be sent to all interested parties and to the applicant. Adopted in session of the City Council of the City of Shakopee, Minnesota held this day of , 2017. Mayor of the City of Shakopee ATTEST: City Clerk cD 0 Z O o � O n o 0 42 'o Q m p [0 co 0 0 o o m m o N L w Q w oZ N T� Q O N E �j 4 a O p n o O Y N t d U) 0 m [if _r_O LU U) U) a ao O O a t X41 f:6 f e .44.. 11 r ' iif`♦idf i � T3 {�i s ir'o�. - s4'i a41, f fa , [fes `s leq tasH Pxur6uugiuoW AbgopdH Pasodvd E atr6�\�M ua�eGVW 9LOZ\stleW\40010L\EZ\s�aby\:I-alb 4E:4L 6L-909LOZ'L ti OL SI`Jo�V�apoj��e9 I \ W P i■ a � a r o- a ^ 2�3 r � a ' - �_ itW IN F a IN a Elm C� r cs, a �a w h a � II )W? s I4 yc o � r U a r a o' S U / E Minnesota Wetland Conservation Act Notice of Decision Local Government Unit(LGU) Address Shakopee 500 Gorman Street Shakopee,MN 55379 1. PROJECT INFORMATION Applicant Name Project Name Date of Application Valleyfair,Inc. Valleyfair Expansion Application Number Mindy Lawrence 02/15/2017 2017-1 ® Attach site locator map. Type of Decision: ® Wetland Boundary or Type ❑ No-Loss ❑ Exemption ❑ Sequencing ® Replacement Plan ❑ Banking Plan Technical Evaluation Panel Findings and Recommendation(if any): ❑ Approve ❑ Approve with conditions ❑ Deny Summary(or attach): 2. LOCAL GOVERNMENT UNIT DECISION Date of Decision: 5/2/2017 ® Approved ❑ Approved with conditions (include below) ❑ Denied LGU Findings and Conclusions (attach additional sheets as necessary): Valleyfair, Inc. submitted an application to 6114.52 acres of wetland as part of their parking lot expansion and road relocation project. Replacement is proposed at a 2:1 ratio for a total of 9.04 acres of replacement needed. An initial replacement plan application was submitted in March 2015 and included replacement via purchase of wetland bank credits only. This revised application incorporates project-specific replacement in addition to the purchase of wetland credits. hl summary, 3.09 credits of Type 3 (Shallow Marsh)wetland will be purchased via Bank Account No. 1175 to replace for 1.545 acres of impact to project wetlands. The remaining 2.97 acres of impact will be replaced via the creation of 6.38 acres of floodplain forest wetland and protection of 4.64 acres of adjacent upland buffer. The project-specific mitigation credit received will total 5.95 acres,for a total project replacement of 9.04 acres. Monitoring and maintenance of the site is proposed to continue for 5 to 10 years following construction. Also,included in this Notice of Decision is the amended wetland delineation. Four wetlands exist within the proposed mitigation area: Wetland 1: Open water with adjacent shrub-carr/wet meadow Wetland 2: Open water ditch with adjacent floodplain forest Wetland 3: Open water ditch with adjacent shrub-carr and wet meadow BWSR Forms 7-1-10 Page 1 of 4 Wetland 4: Ditch with adjacent shallow marsh and scrub-shrub complex The application was noticed to the TEP and comments were allowed until April 13, 2017.No comments were received. The City of Shakopee is waiving the financial assurance requirement for this project. For Replacement Plans using credits from the State Wetland Bank: Replacement Plan Approval Conditions. In addition to any conditions specified by the LGU, the approval of a Wetland Replacement Plan is conditional upon the following: ❑ Financial Assurance: For project-specific replacement that is not in-advance, a financial assurance specified by the LGU must be submitted to the LGU in accordance with MN Rule 8420.0522, Subp. 9 (List amount and type in LGU Findings). ® Deed Recording: For project-specific replacement, evidence must be provided to the LGU that the BWSR "Declaration of Restrictions and Covenants" and "Consent to Replacement Wetland" forms have been filed with the county recorder's office in which the replacement wetland is located. ® Credit Withdrawal: For replacement consisting of wetland bank credits, confirmation that BWSR has withdrawn the credits from the state wetland bank as specified in the approved replacement plan. Wetlands may not be impacted until all applicable conditions have been met! LGU Authorized Signature: Signing and mailing of this completed form to the appropriate recipients in accordance with 8420.0255, Subp. 5 provides notice that a decision was made by the LGU under the Wetland Conservation Act as specified above. If additional details on the decision exist,they have been provided to the landowner and are available from the LGU upon request. Name Title Bruce Loney,PE Public Works Director Signature Date Phone Number and E-mail 952-233-9361 BLoney@shakopeemn.gov THIS DECISION ONLY APPLIES TO THE MINNESOTA WETLAND CONSERVATION ACT. Additional approvals or permits from local, state, and federal agencies may be required. Check with all appropriate authorities before commencing work in or near wetlands. Applicants proceed at their own risk if work authorized by this decision is started before the time period for appeal (30 days) has expired. If this decision is reversed or revised under appeal,the applicant may be responsible for restoring or replacing all wetland impacts. Bank Account# Bank Service Area County Credits Approved for Withdrawal 1175 9 Scott County (sq. ft. or nearest.01 acre) 3.09 acre This decision is valid for three years from the date of decision unless a longer period is advised by the TEP and specified in this notice of decision. 3. APPEAL OF THIS DECISION Pursuant to MN Rule 8420.0905, any appeal of this decision can only be commenced by mailing a petition for appeal, including applicable fee, within thirty (30) calendar days of the date of the mailing of this Notice to the following as indicated: BWSR Forms 7-1-10 Page 2 of 4 Check one: ❑ Appeal of an LGU staff decision. Send ® Appeal of LGU governing body decision. Send petition and $ 1 fee (if applicable)to: petition and$500 filing fee to: City of Prior Lake Executive Director 4646 Dakota Street Minnesota Board of Water and Soil Resources Prior Lake,MN 55372 520 Lafayette Road North St. Paul,MN 55155 BWSR Forms 7-1-10 Page 3 of 4 4. LIST OF ADDRESSEES ® SWCD TEP member: Troy Kuphal ® BWSR TEP member: Jed Chesnut ® LGU TEP member(if different than LGU Contact): Alison Harwood,WSB &Associates,Inc. ® DNR TEP member: Becky Horton,Jennie Skancke ❑ DNR Regional Office (if different than DNR TEP member) ® WD or WMO (if applicable): Linda Loomis,Lower MN River Watershed District ® Applicant and Landowner(if different): Mindy Lawrence,Valleyfair,Inc. ® Members of the public who requested notice: Brian Burgner,Barr Engineering; Jacob Busiahn, City of Shakopee ® Corps of Engineers Project Manager: Ryan Malterud ❑ BWSR Wetland Bank Coordinator(wetland bank plan decisions only) 5. MAILING INFORMATION ➢For a list of BWSR TEP representatives: www.bwsr.state.mn.us/aboutbwsr/workareas/WCA_areas.pdf ➢For a list of DNR TEP representatives: www.bwsr.state.mn.us/wetlands/wca/DNR TEP_contacts.pdf ➢Department of Natural Resources Regional Offices: NW Region: NE Region: Central Region: Southern Region: Reg. Env. Assess. Ecol. Reg. Env. Assess. Ecol. Reg. Env. Assess. Ecol. Reg. Env. Assess. Ecol. Div. Ecol. Resources Div. Ecol. Resources Div. Ecol. Resources Div. Ecol. Resources 2115 Birchmont Beach Rd. 1201 E. Hwy. 2 1200 Warner Road 261 Hwy. 15 South NE Grand Rapids,MN 55744 St.Paul,MN 55106 New Ulm,MN 56073 Bemidji,MN 56601 For a map of DNR Administrative Regions, see: http:Hfiles.dnr.state.mn.us/aboutdnr/dnr regions.pdf ➢For a list of Corps of Project Managers: www.mvp.usace.army.mil/regulator3/default.asp?pageid=687 or send to: US Army Corps of Engineers St. Paul District,ATTN: OP-R 180 Fifth St. East, Suite 700 St. Paul, MN 55101-1678 ➢For Wetland Bank Plan applications, also send a copy of the application to: Minnesota Board of Water and Soil Resources Wetland Bank Coordinator 520 Lafayette Road North St. Paul, MN 55155 6. ATTACHMENTS In addition to the site locator map, list any other attachments: ® Council Resolution El BWSR Forms 7-1-10 Page 4 of 4 B.4. H+ T OPE Shakopee City Council May 2, 2017 FROM: Jacob Busiahn, Natural Resources Technician TO: Mayor and Council Members Subject: Approve a contract to participate in the Metropolitan Council 2017 Citizen-Assisted Monitoring Program (CAMP). Policy/Action Requested: Authorize the appropriate City officials to enter into an agreement to participate in the Metropolitan Council 2017 Citizen-Assisted Monitoring Program (CAMP). Recommendation: Approve the contract to participate in CAMP in 2017. Discussion: The City has participated in this partnership with the Metropolitan Council since 2002 to complete lake water quality monitoring of Lake O'Dowd. The Metropolitan Council and City staff have provided instruction and oversight to the volunteers. The Citizen Assisted Monitoring Program involves the use of citizen volunteers to collect in- lake samples from approximately 185 plus lakes in the Twin Cities Metropolitan Area. The volunteers will collect surface water samples to be analyzed for total phosphorous (TP), total Kjeldahl nitrogen (TKN), and chlorophyll-a (CLA). In addition, the volunteers will measure surface water temperature, water transparency, and fill out a lake sampling form to help describe the lake and weather conditions at the time of sampling. Lakes are scheduled to be visited bi-weekly for a period determined by the Metropolitan Council and weather conditions. Sandy, Andrew, and Matt Boyce have agreed to complete monitoring Lake O'Dowd for the 2017 season. The Boyce families completed monitoring as part of the program since 2007. The monitoring is scheduled to begin the week of April 23rd . The cost associated with participating in the program in 2017 is $550. The Metropolitan Council charted the City for the analysis of the samples collected by the volunteers. The City does receive a final report from the Metropolitan Council for all lakes monitored as part of the program. Please contact me if you would like to review the report. Budget Impact• The program is funded by the Surface Water fund. ATTACHMENT S: a Agreement Contract No. 17RO21 INTERGOVERNMENTAL AGREEMENT BETWEEN THE METROPOLITAN COUNCIL AND THE CITY OF SHAKOPEE THIS AGREEMENT is made and entered into by and between the Metropolitan Council (the "Council") and the City of Shakopee (the "City"), each acting by and through its duly authorized officers. THE ABOVE-NAMED PARTIES hereby agree as follows: L GENERAL SCOPE OF AGREEMENT The Council and the City agree to undertake a volunteer lake sampling study in order to provide an economical method of broadening the water quality database on lakes in the Twin Cities Metropolitan Area. II. SPECIFIC SCOPE OF SERVICES 2.01 Lake Monitoring Program. The City and the Council agree to jointly undertake a volunteer lake monitoring program as specified below: a. General Purposes of Program. The volunteer lake monitoring program involves the use of citizen volunteers to monitor lakes in the Twin Cities Metropolitan Area. The volunteers will collect surface water samples to be analyzed for total phosphorus (TP), total Kjeldahl nitrogen (TKN), and chlorophyll-a(CLA). In addition, the volunteers will measure surface water temperature,water transparency, and fill out a lake sampling form to help describe the lake and weather conditions at the time of the sampling event. Lakes will be visited biweekly from April through October of 2017 (the "Monitoring Period")for the number of times and at the approximate intervals specified in paragraph (b)below. Each lake will be sampled over the deepest open water location. After each sampling date, the Council will arrange for chemical analysis of the samples either through its own laboratory or an outside laboratory. b. Specific Lakes Involved. The following lakes and specific lake site(s) listed below will be involved in the Council's Citizen-Assisted Lake Monitoring Program (CAMP) in 2017. Lake name ID# Maximum # of Approximate sampling dates sampling interval O'Dowd 70-0095 14 Biweekly Contract No. 17RO21 2.02 City Responsibilities. The City agrees that it will have sole responsibility for: a. Recruiting volunteers (who have access to a boat) to monitor the lakes the City wishes to involve in the program as listed in section 2.01(b) above. b. Providing the Council and/or volunteers with needed lake information such as lake bathymetric maps and access locations. C. Paying for the laboratory analysis cost of the samples collected by volunteers which cost is included in the amounts specified in Article III below. d. Ensuring that the volunteers participate in the training program. e. Ensuring that the volunteers fill out sampling forms during each sampling event, and collect and store samples until picked up by a Council representative. 2.03 Council Responsibilities. The Council agrees that it will: a. Organize the survey and train volunteers,pick up and deliver samples to the laboratory, and analyze the results of the lake and City data collection program. b. Prepare a final report containing the physical, chemical, and biological data obtained during the Monitoring Period and a brief analysis of the data. C. Provide quality control by collecting lake samples from random lakes involved in the volunteer program. The resulting parameter values will then be compared to determine if any problems exist involving the volunteer's sampling methods and what should be done to correct the problem. d. Provide the sample bottles and labels, and filters for chlorophyll filtration. III. COMPENSATION; METHOD OF PAYMENT 3.01 Payment to Council. For all labor performed and reimbursable expenses incurred by the Council under this agreement during the Monitoring Period, the City agrees to pay the Council the following amounts per lake site listed in section 2.01(b). Number of Sampling Dates Payment amount excludes sampling equipment) 8 to 14 $550 6 to 7 $280 1 to 5 $200 For lake sites requiring sampling equipment, the cost for a kit of sampling equipment is $150 per kit. 2 Contract No. 17R021 3.02 Payment Schedule. Payment of the total amount owing to the Council by the City shall be made within 30 days following the end of the Monitoring Period. An invoice specifying the amount owed by the City will be sent under separate cover. 3.03 Additional Analyses. The total amount specified in the previous paragraph does not include the cost of any additional analyses requested by the City, such as analysis of bottom samples. The Council will carry out any such additional analyses at the request of the City and subject to the availability of Council resources for carrying out such analyses. The Council will bill the City after the end of the Monitoring Period for any such additional analyses at the Council's actual cost, and the City will promptly reimburse the Council for any such costs billed. IV. GENERAL CONDITIONS 4.01 Period of Performance. The services of the Council will commence on April 1, 2017, and will terminate on December 31, 2017, or following work completion and payment,whichever occurs first. 4.02 Amendments. The terms of this agreement may be changed only by mutual agreement of the parties. Such changes will be effective only on the execution of written amendment(s) signed by duly authorized officers of the parties to this agreement. 4.03 City Personnel. Jacob Busiahn, or such other person as may be designated in writing by the City, will serve as the City's representative and will assume primary responsibility for coordinating all services with the Council. 4.04 Council's Contract Manager. The Council's Contract Manager for purposes of administration of this agreement is Brian Johnson, or such other person as may be designated in writing by the Council's Regional Administrator. The Council's Contract Manager will be responsible for coordinating services under this agreement. However,nothing in this agreement will be deemed to authorize the Contract Manager to execute amendments to this agreement on behalf of the Council. 4.05 Equal Employment Opportunity; Affirmative Action. The Council and the City agree to comply with all applicable laws relating to nondiscrimination and affirmative action. In particular, the Council and the City agree not to discriminate against any employee, applicant for employment, or participant in this study because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance,membership or activity in a local commission, disability, sexual orientation, or age; and further agree to take action to assure that applicants and employees are treated equally with respect to all aspects of employment, including rates of pay, selection for training, and other forms of compensation. 4.06 Liability. Each party to this agreement shall be liable for the acts and omissions of itself and its officers, employees, and agents, to the extent authorized by law. Neither party shall be liable for the acts or omissions of the other party or the other party's officers, employees or agents. Nothing in this agreement shall be deemed to be a waiver by either party of any applicable immunities or limits of liability including, without limitation, Minnesota Statutes, sections 3.736 (State Tort Claims) and chapter 466 (Municipal Tort Claims). 3 Contract No. 17R021 4.07 Copyright. No reports or documents produced in whole or in part under this agreement will be the subject of an application for copyright by or on behalf of the Council or City. 4.08 Termination of Agreement. The Council and the City will both have the right to terminate this agreement at any time and for any reason by submitting written notice of the intention to do so to the other party at least thirty (30) days prior to the specified effective date of such termination. In the event of such termination, the Council shall retain a pro-rata portion of the amounts provided for in Article III,based on the number of sampling events occurring for each lake before termination versus the total sampling events specified for each lake. The balance of the amounts will be refunded by the Council to the City. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives on the dates set forth below. This agreement is effective upon final execution by, and delivery to, both parties. CITY OF SHAKOPEE Date By Name Its METROPOLITAN COUNCIL Date By Its: Asst. Mgr., Water Resources Assessment 4 B.5. H+ T OPE Shakopee City Council May 2, 2017 FROM: Bruce Loney, Public Works Director TO: Mayor & City Council Subject: Approve a Master Partnership Contract with MnDOT for Professional and Technical Services, Resolution 7881. Policy/Action Requested: Approve a motion adopting Resolution 7881, A Resolution authorizing City officials to sign a Master Partnership Contract with the State of Minnesota (MnDOT) for professional and technical services. Recommendation: Staff recommends adopting Resolution 7881, which will enable the City to utilize MnDOT technical services and testing. Discussion: The City has utilized MnDOT technical services in the past for technical services such as testing and plant (bituminous and concrete) inspections on projects involving State Aid funding. The testing and plant inspections are required by MnDOT in order to receive the State Aid funding. Utilizing the state services is an economical means to meet the requirements as MnDOT typically has personnel at the bituminous and concrete plants on a regular basis providing inspection for their own projects as well as other governmental entities. MnDOT previously had a form that was filled out by the requesting party. MnDOT recently changed the method by which it will agree to provide requested services-that being a Master Partnership Contract with individual entities. This agreement replaces our approved MnDOT agreement from last year #1002054 that is effective until June 30, 2017. This new agreement #1028161 extends the Master Partnership Contract to July 1, 2017 to June 30, 2022. Attached is the Master Partnership Contract #1028161. Budget Impact• None. ATTACHMENTS: Resolution 7881 D MnDOT Agreement RESOLUTION NO. 7881 A Resolution Authorizing a Master Partnership Contract with the State of Minnesota (MnDOT) for Professional and Technical Services WHEREAS, The Minnesota Department of Transportation wishes to cooperate closely with local units of government to coordinate the delivery of transportation services and maximize the efficient delivery of such services at all levels of government; and, WHEREAS,MnDOT and local governments are authorized by Minnesota Statutes sections 471.59, 174.02 and 161.20, to undertake collaborative efforts for design, construction, maintenance and operation of state and local roads; and, WHEREAS, the parties wish to able to respond quickly and efficiently to such opportunities for collaboration, and have determined that having the ability to write "work orders" against a master contract would provide the greatest speed and flexibility in responding to identified needs. NOW, THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE,MINNESOTA: 1. That the City of Shakopee enter into a Master Partnership Contract with the Minnesota Department of Transportation, a copy of which is attached and made part of. 2. That the proper City officers are authorized to execute such Contract, and any amendments thereto. 3. That the City Engineer is authorized to negotiate work order contracts pursuant to the Master Contract, which work order contracts may provide for payment to or from MnDOT, and that the City Engineer may execute such work order contracts on behalf of the City of Shakopee without further approval by this Council. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 2nd day of May, 2017. Mayor of the City of Shakopee ATTEST: City Clerk ENGR/2017-PROJECT/COUNCIUMnDOTRES7881 - NNG DEPARTMENTOF TRANSPORTATION MnDOT Contract Number: 1028161 STATE OF MINNESOTA AND CITY OF SHAKOPEE MASTER PARTNERSHIP CONTRACT This master contract is between the State of Minnesota,acting through its Commissioner of Transportation in this contract referred to as the "State"and the City of Shakopee,acting through its City Council in this contract referred to as the "Local Government." Recitals 1. The parties are authorized to enter into this contract pursuant to Minnesota Statutes, §§15.061,471.59 and 174.02. 2. Minn. Stat. § 161.20,subd. 2,authorizes the Commissioner of Transportation to make arrangements with and cooperate with any governmental authority for the purposes of constructing,maintaining and improving the trunk highway system. 3. Each parry to this contract is a"road authority"as defined by Minn. Stat. §160.02, subd. 25. 4. Minn. Stat. § 161.39, subd. 1,authorizes a road authority to perform work for another road authority. Such work may include providing technical and engineering advice,assistance and supervision, surveying,preparing plans for the construction or reconstruction of roadways,and performing roadway maintenance. 5. Minn. Stat. §174.02,subd. 6,authorizes the Commissioner of Transportation to enter into contracts with other governmental entities for research and experimentation; for sharing facilities,equipment, staff,data,or other means of providing transportation-related services;or for other cooperative programs that promote efficiencies in providing governmental services,or that further development of innovation in transportation for the benefit of the citizens of Minnesota. 6. Each party wishes to occasionally purchase services from the other party,which the parties agree will enhance the efficiency of delivering governmental services at all levels.This Master Partnership Contract(MPC)provides a framework for the efficient handling of such requests. This MPC contains terms generally governing the relationship between the parties.When specific services are requested,the parties will(unless otherwise specified) enter into a"Work Order"contracts. 7. After the execution of this MPC,the parties may(but are not required to)enter into "Work Order'contracts. These Work Orders will specify the work to be done,timelines for completion,and compensation to be paid for the specific work. 8. The parties are entering into this MPC to establish terms that will govern all of the Work Orders subsequently issued under the authority of this Contract. Master Partnership Contract 1. Term of Master Partnership Contract; Use of Work Order Contracts; Survival of Terms 1.1. Effective Date:This contract will be effective on the date last signed by the Local Government, and all State officials as required under Minn. Stat. § 16C.05,subd. 2. 1.2. A parry must not accept work under this Contract until it is fully executed. 1.3. Expiration Date. This Contract will expire on June 30,2022. Page 1 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 1.4. Work Order Contracts. A work order contract must be negotiated and executed(by both the State and the Local Government)for each particular engagement,except for Technical Services provided by the State to the Local Government as specified in Article 2.The work order contract must specify the detailed scope of work and deliverables for that project.A party must not begin work under a work order until the work order is fully executed. The terms of this MPC will apply to all work orders contracts issued,unless specifically varied in the work order.The Local Government understands that this MPC is not a guarantee of any payments or work order assignments,and that payments will only be issued for work actually performed under fully-executed work orders. 1.5. Survival of Terms. The following clauses survive the expiration or cancellation of this master contract and all work order contracts: 12. Liability; 13. State Audits; 14. Government Data Practices and Intellectual Property; 17. Publicity; 18. Governing Law,Jurisdiction,and Venue; and 22. Data Disclosure. All terms of this MPC will survive with respect to any work order contract issued prior to the expiration date of the MPC. 1.6. Sample Work Order.A sample work order contract is available upon request from the State. 1.7. Definition of"Providing Party"and"Requesting Party".For the purpose of assigning certain duties and obligations in the MPC to work order contracts,the following definitions will apply throughout the MPC. "Requesting Party"is defined as the party requesting the other party to perform work under a work order contract. "Providing Party"is defined as the party performing the scope of work under a work order contract. 2. Technical Services 2.1. Technical Services include repetitive low-cost services routinely performed by the State for the Local Government. These services may be performed by the State for the Local Government without the execution of a work order,as these services are provided in accordance with standardized practices and processes and do not require a detailed scope of work. Exhibit A—Table of Technical Services is attached. 2.1.1. Every other service not falling under the services listed in Exhibit A will require a work order contract. 2.2. The Local Government may request the State to perform Technical Services in an informal manner, such as by the use of email,a purchase order,or by delivering materials to a State lab and requesting testing.A request may be made via telephone,but will not be considered accepted unless acknowledged in writing by the State. 2.3. The State will promptly inform the Local Government if the State will be unable to perforin the requested Technical Services. Otherwise,the State will perform the Technical Services in accordance with the State's normal processes and practices,including scheduling practices taking into account the availability of State staff and equipment. 2.4. Payment Basis.Unless otherwise agreed to by the parties prior to performance of the services,the State will charge the Local Government the State's then-current rate for performing the Technical Services. The then-current rate may include the State's normal and customary additives.The State will invoice the Local Government upon completion of the services,or at regular intervals not more than once monthly as agreed upon by the parties. The invoice will provide a summary of the Technical Services provided by the State during the invoice period. 3. Services Requiring A Work Order Contract 3.1. Work Order Contracts:A party may request the other party to perform any of the following services under individual work order contracts. Page 2 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 3.2. Professional and Technical Services. A party may provide professional and technical services upon the request of the other party.As defined by Minn. Stat. §16C.08, subd. 1,professional/technical services "means services that are intellectual in character,including consultation,analysis,evaluation,prediction, planning,programming,or recommendation; and result in the production of a report or completion of a task."Professional and technical services do not include providing supplies or materials except as incidental to performing such services. Professional and technical services include(by way of example and without limitation)engineering services, surveying,foundation recommendations and reports, environmental documentation,right-of-way assistance(such as performing appraisals or providing relocation assistance,but excluding the exercise of the power of eminent domain),geometric layouts, final construction plans,graphic presentations,public relations,and facilitating open houses.A party will normally provide such services with its own personnel;however,a party's professional/technical services may also include hiring and managing outside consultants to perform work provided that a party itself provides active project management for the use of such outside consultants. 3.3. Roadway Maintenance.A party may provide roadway maintenance upon the request of the other party. Roadway maintenance does not include roadway reconstruction.This work may include but is not limited to snow removal,ditch spraying,roadside mowing,bituminous mill and overlay(only small projects), seal coat,bridge hits,major retaining wall failures,major drainage failures,and message painting.All services must be performed by an employee with sufficient skills,training,expertise or certification to perform such work,and work must be supervised by a qualified employee of the party performing the work. 3.4. Construction Administration. A party may administer roadway construction projects upon the request of the other party. Roadway construction includes(by way of example and without limitation)the construction,reconstruction,or rehabilitation of mainline, shoulder,median,pedestrian or bicycle pathway,lighting and signal systems,pavement mill and overlays, seal coating,guardrail installation,and channelization.These services may be performed by the Providing Party's own forces,or the Providing Party may administer outside contracts for such work. Construction administration may include letting and awarding construction contracts for such work(including state projects to be completed in conjunction with local projects).All contract administration services must be performed by an employee with sufficient skills,training,expertise or certification to perform such work. 3.5. Emergency Services. A party may provide aid upon request of the other party in the event of a man-made disaster,natural disaster or other act of God. Emergency services includes all those services as the parties mutually agree are necessary to plan for,prepare for,deal with, and recover from emergency situations. These services include,without limitation,planning,engineering,construction,maintenance,and removal and disposal services related to things such as road closures,traffic control,debris removal,flood protection and mitigation, sign repair, sandbag activities and general cleanup.Work will be performed by an employee with sufficient skills,training,expertise or certification to perform such work,and work must be supervised by a qualified employee of the party performing the work. If it is not feasible to have an executed work order prior to performance of the work,the parties will promptly confer to determine whether work may be commenced without a fully-executed work order in place. If work commences without a fully-executed work order,the parties will follow up with execution of a work order as soon as feasible. 3.6. When a need is identified,the State and the Local Government will discuss the proposed work and the resources needed to perform the work. If a party desires to perform such work,the parties will negotiate the specific and detailed work tasks and cost. The State will then prepare a work order contract. Generally,a work order contract will be limited to one specific project/engagement,although"on call" work orders may be prepared for certain types of services,especially for"Technical Services"items as identified section 2.1..The work order will also identify specific deliverables required, and timeframes for completing work.A work order must be fully executed by the parties prior to work being commenced. Page 3 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 The Local Government will not be paid for work performed prior to execution of a work order contract and authorization by the State. 4. Responsibilities of the Providing Party 4.1. Terms Applicable to ALL Work Order Contracts The terms in this section 4.1 will apply to ALL work order contracts. 4.1.1. Each work order will identify an Authorized Representative for each party. Each party's authorized representative is responsible for administering the work order,and has the authority to make any decisions regarding the work,and to give and receive any notices required or permitted under this MPC or the work order. 4.1.2. The Providing Party will furnish and assign a publicly employed licensed engineer(Project Engineer),to be in responsible charge of the project(s)and to supervise and direct the work to be performed under each work order contract.For services not requiring an engineer,the Providing Party will furnish and assign another responsible employee to be in charge of the project.The services of the Providing Party under a work order contract may not be otherwise assigned, sublet,or transferred unless approved in writing by the Requesting Party's authorized representative.This written consent will in no way relieve the Providing Party from its primary responsibility for the work. 4.1.3. If the Local Government is the Providing Party,the Project Engineer may request in writing specific engineering and/or technical services from the State,pursuant to Minn. Stat. Section 161.39.The work order Contract will require the Local Government to deposit payment in advance.The costs and expenses will include the current State additives and overhead rates, subject to adjustment based on actual direct costs that have been verified by audit. 4.1.4. Only the receipt of a fully executed work order contract authorizes the Providing Party to begin work on a project.Any and all effort,expenses,or actions taken by the Providing Party before the work order contract is fully executed are considered unauthorized and undertaken at the risk of non-payment. 4.1.5. In connection with the performance of this contract and any work orders issued,the Providing Agency will comply with all applicable Federal and State laws and regulations.When the Providing Party is authorized or permitted to award contracts in connection with any work order, the Providing Party will require and cause its contractors and subcontractors to comply with all Federal and State laws and regulations. 4.2. Additional Terms for Roadway Maintenance. The terms of section 4.1 and this section 4.2 will apply to all work orders for Roadway Maintenance. 4.2.1. Unless otherwise provided for by contract or work order,the Providing Party must obtain all permits and sanctions that may be required for the proper and lawful performance of the work. 4.2.2. The Providing Party must perforin maintenance in accordance with MnDOT maintenance manuals,policies and operations. 4.2.3. The Providing Party must use State-approved materials,including(by way of example and without limitation), sign posts, sign sheeting,and de-icing and anti-icing chemicals. 4.3. Additional Terms for Construction Administration. The terms of section 4.1 and this section 4.3 will apply to all work order contracts for construction administration. 4.3.1. Contract(s)must be awarded to the lowest responsible bidder or best value proposer in accordance with state law. Page 4 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 4.3.2. Contractor(s)must be required to post payment and performance bonds in an amount equal to the contract amount. The Providing Parry will take all necessary action to make claims against such bonds in the event of any default by the contractor. 4.3.3. Contractor(s)must be required to perform work in accordance with the latest edition of the Minnesota Department of Transportation Standard Specifications for Construction. 4.3.4. For work performed on State right-of-way,contractor(s)must be required to indemnify and hold the State harmless against any loss incurred with respect to the performance of the contracted work,and must be required to provide evidence of insurance coverage commensurate with project risk. 4.3.5. Contractor(s)must pay prevailing wages pursuant to applicable state and federal law. 4.3.6. Contractor(s)must comply with all applicable Federal,and State laws,ordinances and regulations,including but not limited to applicable human rights/anti-discrimination laws and laws concerning the participation of Disadvantaged Business Enterprises in federally-assisted contracts. 4.3.7. Unless otherwise agreed in a work order contract,each parry will be responsible for providing rights of way,easement,and construction permits for its portion of the improvements. Each parry will,upon the other's request,furnish copies of right of way certificates,easements,and construction permits. 4.3.8. The Providing Party may approve minor changes to the Requesting Party's portion of the project work if such changes do not increase the Requesting Parry's cost obligation under the applicable work order contract. 4.3.9. The Providing Parry will not approve any contractor claims for additional compensation without the Requesting Party's written approval, and the execution of a proper amendment to the applicable work order contract when necessary.The Local Government will tender the processing and defense of any such claims to the State upon the State's request. 4.3.10. The Local Government must coordinate all trunk highway work affecting any utilities with the State's Utilities Office. 4.3.11. The Providing Parry must coordinate all necessary detours with the Requesting Parry. 4.3.12. If the Local Government is the Providing Party, and there is work performed on the trunk highway right-of-way,the following will apply: 4.3.12.1 The Local Government will have a permit to perform the work on the trunk highway. The State may revoke this permit if the work is not being performed in a safe,proper and skillful manner,or if the contractor is violating the terms of any law,regulation,or permit applicable to the work.The State will have no liability to the Local Government, or its contractor,if work is suspended or stopped due to any such condition or concern. 4.3.12.2 The Local Government will require its contractor to conduct all traffic control in accordance with the Minnesota Manual on Uniform Traffic Control Devices. 4.3.12.3 The Local Government will require its contractor to comply with the terms of all permits issued for the project including,but not limited to,National Pollutant Discharge Elimination System(NPDES)and other environmental permits. 4.3.12.4 All improvements constructed on the State's right-of-way will become the property of the State. 5. Responsibilities of the Requesting Party Page 5 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 5.1. After authorizing the Providing Party to begin work,the Requesting Party will furnish any data or material in its possession relating to the project that may be of use to the Providing Party in performing the work. 5.2. All such data furnished to the Providing Party will remain the property of the Requesting Party and will be promptly returned upon the Requesting Party's request or upon the expiration or termination of this contract(subject to data retention requirements of the Minnesota Government Data Practices Act and other applicable law). 5.3. The Providing Party will analyze all such data furnished by the Requesting Party. If the Providing Party finds any such data to be incorrect or incomplete,the Providing Party will bring the facts to the attention of the Requesting Party before proceeding with the part of the project affected. The Providing Party will investigate the matter,and if it finds that such data is incorrect or incomplete,it will promptly determine a method for furnishing corrected data. Delay in furnishing data will not be considered justification for an adjustment in compensation. 5.4. The State will provide to the Local Government copies of any Trunk Highway fund clauses to be included in the bid solicitation and will provide any required Trunk Highway fund provisions to be included in the Proposal for Highway Construction,that are different from those required for State Aid construction. 5.5. The Requesting Party will perform final reviews and inspections of its portion of the project work. If the work is found to have been completed in accordance with the work order contract,the Requesting Party will promptly release any remaining funds due the Providing Party for the Project(s). 5.6. The work order contracts may include additional responsibilities to be completed by the Requesting Party. 6. Time hi the performance of project work under a work order contract, time is of the essence. 7. Consideration and Payment 7.1. Consideration. The Requesting Party will pay the Providing Party as specified in the work order. The State's normal and customary additives will apply to work performed by the State,unless otherwise specified in the work order. The State's normal and customary additives will not apply if the parties agree to a"lump sum"or"unit rate"payment. 7.2. State's Maximum Obligation. The total compensation to be paid by the State to the Local Government under all work order contracts issued pursuant to this MPC will not exceed$500,000.00. 7.3. Travel Expenses. It is anticipated that all travel expenses will be included in the base cost of the Providing Party's services,and unless otherwise specifically set forth in an applicable work order contract,the Providing Party will not be separately reimbursed for travel and subsistence expenses incurred by the Providing Party in performing any work order contract. In those cases where the State agrees to reimburse travel expenses, such expenses will be reimbursed in the same manner and in no greater amount than provided in the current"MnDOT Travel Regulations"a copy of which is on file with and available from the MnDOT District Office. The Local Government will not be reimbursed for travel and subsistence expenses incurred outside of Minnesota unless it has received the State's prior written approval for such travel. 7.4. Payment. 7.4.1. Generally. The Requesting Party will pay the Providing Party as specified in the applicable work order, and will make prompt payment in accordance with Minnesota law. 7.4.2. Payment by the Local Government. Page 6of13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 7.4.2.1. The Local Government will make payment to the order of the Commissioner of Transportation. 7.4.2.2.IMPORTANT NOTE: PAYMENT MUST REFERENCE THE "MNDOT CONTRACT NUMBER" SHOWN ON THE FACE PAGE OF THIS CONTRACT AND THE "INVOICE NUMBER"ON THE INVOICE RECEIVED FROM MNDOT. 7.4.2.3. Remit payment to the address below: MnDOT Attn: Cash Accounting RE: MnDOT Contract Number 1028161 and Invoice Number##4444 Mail Stop 215 395 John Ireland Blvd St. Paul,MN 55155 7.4.3. Payment by the State. 7.4.3.1. Generally. The State will promptly pay the Local Government after the Local Government presents an itemized invoice for the services actually performed and the State's Authorized Representative accepts the invoiced services. Invoices must be submitted as specified in the applicable work order,but no more frequently than monthly. 7.4.3.2.Retainage for Professional and Technical Services. For work orders for professional and technical services,as required by Minn. Stat. § 16C.08,subd. 2(10),no more than 90 percent of the amount due under any work order contract may be paid until the final product of the work order contract has been reviewed by the State's authorized representative.The balance due will be paid when the State's authorized representative determines that the Local Government has satisfactorily fulfilled all the terms of the work order contract. 8. Conditions of Payment All work performed by the Providing Party under a work order contract must be performed to the Requesting Parry's satisfaction,as determined at the sole and reasonable discretion of the Requesting Party's Authorized Representative and in accordance with all applicable federal and state laws,rules,and regulations.The Providing Parry will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal or state law. 9. Local Government's Authorized Representative and Project Manager; Authority to Execute Work Order Contracts 9.1. The Local Government's Authorized Representative for administering this master contract is the Local Government's Engineer,and the Engineer has the responsibility to monitor the Local Government's performance. The Local Government's Authorized Representative is also authorized to execute work order contracts on behalf of the Local Government without approval of each proposed work order contract by its governing body. 9.2. The Local Government's Project Manager will be identified in each work order contract. 10. State's Authorized Representative and Project Manager 10.1. The State's Authorized Representative for this master contract is the District State Aid Engineer,who has the responsibility to monitor the State's performance. 10.2. The State's Project Manager will be identified in each work order contract. Page 7of13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 11. Assignment,Amendments,Waiver,and Contract Complete 11.1. Assignment. Neither party may assign or transfer any rights or obligations under this MPC or any work order contract without the prior consent of the other and a fully executed Assignment Contract,executed and approved by the same parties who executed and approved this MPC,or their successors in office. 11.2. Amendments. Any amendment to this master contract or any work order contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original contract,or their successors in office. 11.3. Waiver. If a party fails to enforce any provision of this master contract or any work order contract,that failure does not waive the provision or the party's right to subsequently enforce it. 11.4. Contract Complete. This master contract and any work order contract contain all negotiations and contracts between the State and the Local Government.No other understanding regarding this master contract or any work order contract issued hereunder,whether written or oral may be used to bind either party. 12. Liability. Each party will be responsible for its own acts and omissions to the extent provided by law. The Local Government's liability is governed by Minn. Stat. chapter 466 and other applicable law. The State's liability is governed by Minn. Stat. section 3.736 and other applicable law.This clause will not be construed to bar any legal remedies a party may have for the other party's failure to fulfill its obligations under this master contract or any work order contract.Neither party agrees to assume any environmental liability on behalf of the other party.A Providing Party under any work order is acting only as a"Contractor"to the Requesting Party,as the term "Contractor" is defined in Minn. Stat. §11513.03 (subd. 10), and is entitled to the protections afforded to a "Contractor"by the Minnesota Environmental Response and Liability Act.The parties specifically intend that Minn. Stat. §471.59 subd. la will apply to any work undertaken under this MPC and any work order issued hereunder. 13. State Audits Under Minn. Stat. § 16C.05, subd. 5,the party's books,records,documents,and accounting procedures and practices relevant to any work order contract are subject to examination by the parties and by the State Auditor or Legislative Auditor,as appropriate,for a minimum of six years from the end of this MPC. 14. Government Data Practices and Intellectual Property 14.1. Government Data Practices. The Local Government and State must comply with the Minnesota Government Data Practices Act,Minn. Stat. Ch. 13,as it applies to all data provided by the State under this MPC and any work order contract, and as it applies to all data created,collected,received, stored, used,maintained,or disseminated by the Local Government under this MPC and any work order contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by either the Local Government or the State. 14.2. Intellectual Property Rights 14.2.1. Intellectual Property Rights. The Requesting Party will own all rights,title, and interest in all of the intellectual property rights,including copyrights,patents,trade secrets,trademarks,and service marks in the Works and Documents created and paid for under work order contracts. Works means all inventions,improvements,discoveries(whether or not patentable),databases, computer programs,reports,notes, studies,photographs,negatives,designs,drawings, specifications,materials,tapes, and disks conceived,reduced to practice,created or originated by the Providing Party,its employees,agents, and subcontractors,either individually or jointly with others in the performance of this master contract or any work order contract.Works includes "Documents."Documents are the originals of any databases,computer programs,reports,notes, Page 8 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 studies,photographs,negatives,designs,drawings, specifications,materials,tapes,disks,or other materials,whether in tangible or electronic forms,prepared by the Providing Party,its employees, agents,or contractors,in the performance of a work order contract.The Documents will be the exclusive property of the Requesting Party and all such Documents must be immediately returned to the Requesting Party by the Providing Party upon completion or cancellation of the work order contract.To the extent possible,those Works eligible for copyright protection under the United States Copyright Act will be deemed to be"works made for hire."The Providing Party Government assigns all right,title,and interest it may have in the Works and the Documents to the Requesting Party. The Providing Party must,at the request of the Requesting Party,execute all papers and perform all other acts necessary to transfer or record the Requesting Party's ownership interest in the Works and Documents.Notwithstanding the foregoing,the Requesting Party grants the Providing Party an irrevocable and royalty-free license to use such intellectual property for its own non-commercial purposes,including dissemination to political subdivisions of the state of Minnesota and to transportation-related agencies such as the American Association of State Highway and Transportation Officials. 14.2.2. Obligations with Respect to Intellectual Property. 14.2.2.1. Notification. Whenever any invention,improvement,or discovery(whether or not patentable)is made or conceived for the first time or actually or constructively reduced to practice by the Providing Party,including its employees and subcontractors,in the performance of the work order contract,the Providing Party will immediately give the Requesting Party's Authorized Representative written notice thereof,and must promptly furnish the Authorized Representative with complete information and/or disclosure thereon. 14.2.2.2. Representation. The Providing Party must perform all acts, and take all steps necessary to ensure that all intellectual property rights in the Works and Documents are the sole property of the Requesting Party, and that neither Providing Party nor its employees, agents or contractors retain any interest in and to the Works and Documents. 15. Affirmative Action The State intends to carry out its responsibility for requiring affirmative action by its Contractors,pursuant to Minn. Stat. §363A.36. Pursuant to that Statute,the Local Government is encouraged to prepare and implement an affirmative action plan for the employment of minority persons,women, and the qualified disabled,and submit such plan to the Commissioner of the Minnesota Department of Human Rights. hi addition,when the Local Government lets a contract for the performance of work under a work order issued pursuant to this MPC,it must include the following in the bid or proposal solicitation and any contracts awarded as a result thereof: 15.1. Covered Contracts and Contractors.If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business,then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600.A Contractor covered by Minn. Stat. § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance,must certify that it is in compliance with federal affirmative action requirements. 15.2. Minn. Stat §363A.36. Minn. Stat. § 363A.36 requires the Contractor to have an affirmative action plan for the employment of minority persons,women, and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights("Commissioner")as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event.A contract awarded without a certificate of compliance may be voided. 15.3. Minn.R. Parts 5000.3400-5000.3600. Page 9 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 15.3.1. General. Minn. R. Parts 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include,but are not limited to,criteria for contents,approval,and implementation of affirmative action plans;procedures for issuing certificates of compliance and criteria for determining a contractor's compliance status;procedures for addressing deficiencies, sanctions,and notice and hearing;annual compliance reports;procedures for compliance review;and contract consequences for non-compliance.The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. Parts 5000.3400-5000.3600 including, but not limited to,parts 5000.3420-5000.3500 and 5000.3552-5000.3559. 15.3.2. Disabled Workers. The Contractor must comply with the following affirmative action requirements for disabled workers: 15.3.2.1. The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ,advance in employment,and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment,upgrading, demotion or transfer,recruitment,advertising,layoff or termination,rates of pay or other forms of compensation,and selection for training,including apprenticeship. 15.3.2.2. The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 15.3.2.3. In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. Section 363A.36,and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 15.3.2.4. The Contractor agrees to post in conspicuous places,available to employees and applicants for employment,notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment,and the rights of applicants and employees. 15.3.2.5. The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding,that the Contractor is bound by the terms of Minn. Stat. Section 363A.36,of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. 15.3.3. Consequences. The consequences for the Contractor's failure to implement its affirmative action plan or make a good faith effort to do so include,but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner,refusal by the Commissioner to approve subsequent plans,and termination of all or part of this contract by the Commissioner or the State. 15.3.4. Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600 and is aware of the consequences for noncompliance. 16. Workers' Compensation Each party will be responsible for its own employees for any workers compensation claims. This MPC,and any work order contracts issued hereunder,are not intended to constitute an interchange of government employees under Minn. Stat. §15.53. To the extent that this MPC,or any work order issued hereunder,is determined to be Page 10 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 subject to Minn. Stat. §15.53, such statute will control to the extent of any conflict between the contract and the statute. 17. Publicity 17.1. Publicity. Any publicity regarding the subject matter of a work order contract where the State is the Requesting Party must identify the State as the sponsoring agency and must not be released without prior written approval from the State's Authorized Representative.For purposes of this provision,publicity includes notices,informational pamphlets,press releases,research,reports, signs,and similar public notices prepared by or for the Local Government individually or jointly with others,or any subcontractors,with respect to the program,publications,or services provided resulting from a work order contract. 17.2. Data Practices Act. Section 17.1 is not intended to override the Local Government's responsibilities under the Minnesota Government Data Practices Act. 18. Governing Law,Jurisdiction, and Venue Minnesota law,without regard to its choice-of-law provisions,governs this master contract and all work order contracts.Venue for all legal proceedings out of this master contract or any work order contracts,or the breach of any such contracts,must be in the appropriate state or federal court with competent jurisdiction in Ramsey County,Minnesota. 19. Prompt Payment; Payment to Subcontractors The parties must make prompt payment of their obligations in accordance with applicable law.As required by Minn. Stat. § 16A.1245,when the Local Government lets a contract for work pursuant to any work order,the Local Government must require its contractor to pay all subcontractors,less any retainage,within 10 calendar days of the prime contractor's receipt of payment from the Local Government for undisputed services provided by the subcontractor(s)and must pay interest at the rate of one and one-half percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the subcontractor(s). 20. Minn. Stat. § 181.59.The Local Government will comply with the provisions of Minn. Stat. § 181.59 which requires: Every contract for or on behalf of the state of Minnesota,or any county,city,town,township, school, school district,or any other district in the state,for materials, supplies,or construction shall contain provisions by which the Contractor agrees: (1)That,in the hiring of common or skilled labor for the performance of any work under any contract,or any subcontract,no contractor,material supplier,or vendor, shall,by reason of race,creed, or color,discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates;(2)That no contractor,material supplier,or vendor, shall,in any manner,discriminate against,or intimidate,or prevent the employment of any person or persons identified in clause (1)of this section,or on being hired,prevent,or conspire to prevent,the person or persons from the performance of work under any contract on account of race,creed,or color;(3)That a violation of this section is a misdemeanor; and(4)That this contract may be canceled or terminated by the state, county,city,town, school board,or any other person authorized to grant the contracts for employment, and all money due,or to become due under the contract,may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 21. Termination; Suspension 21.1. Termination by the State for Convenience. The State or commissioner of Administration may cancel this MPC and any work order contracts at any time,with or without cause,upon 30 days written notice to the Local Government.Upon termination,the Local Government and the State will be entitled to payment, determined on a pro rata basis,for services satisfactorily performed. 21.2. Termination by the Local Government for Convenience. The Local Government may cancel this MPC and any work order contracts at any time,with or without cause,upon 30 days written notice to the State. Page 11 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 Upon termination,the Local Government and the State will be entitled to payment,determined on a pro rata basis,for services satisfactorily performed. 21.3. Termination for Insufficient Funding. The State may immediately terminate or suspend this MPC and any work order contract if it does not obtain funding from the Minnesota legislature or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here.Termination or suspension must be by written or fax notice to the Local Government.The State is not obligated to pay for any services that are provided after notice and effective date of termination or suspension.However,the Local Government will be entitled to payment,determined on a pro rata basis,for services satisfactorily performed to the extent that funds are available.The State will not be assessed any penalty if the master contract or work order is terminated because of the decision of the Minnesota legislature or other funding source,not to appropriate funds. The State must provide the Local Government notice of the lack of funding within a reasonable time of the State's receiving that notice. 22. Data Disclosure Under Minn. Stat. §270C.65, subd. 3,and other applicable law,the Local Government consents to disclosure of its federal employer tax identification number,and/or Minnesota tax identification number,already provided to the State,to federal and state tax agencies and state personnel involved in the payment of state obligations.These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Local Government to file state tax returns and pay delinquent state tax liabilities,if any. 23. Defense of Claims and Lawsuits If any lawsuit or claim is filed by a third party(including but not limited to the Local Government's contractors and subcontractors),arising out of trunk highway work performed pursuant to a valid work order issued under this MPC,the Local Government will,at the discretion of and upon the request of the State,tender the defense of such claims to the State or allow the State to participate in the defense of such claims. The Local Government will, however,be solely responsible for defending any lawsuit or claim,or any portion thereof,when the claim or cause of action asserted is based on its own acts or omissions in performing or supervising the work. The Local Government will not purport to represent the State in any litigation, settlement,or alternative dispute resolution process.The State will not be responsible for any judgment entered against the Local Government,and will not be bound by the terms of any settlement entered into by the Local Government except with the written approval of the Attorney General and the Commissioner of Transportation and pursuant to applicable law. 24. Additional Provisions [The balance of this page has intentionally been left blank—signature page follows] Page 12 of 13 CM Master Partnership Contract(CM Rev.04/10/2017) MnDOT Contract Number: 1028161 LOCAL GOVERNMENT COMMISSIONER OF TRANSPORTATION The Local Government certifies that the appropriate person(s)have executed the contract on behalf of the Local Government as required by applicable ordinance,resolution,or charter provision. 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O N o bb OV rA 0 0 Y 0 "0' 3-I VJ �J S-. mcd S-. „�' .(i--I--I� O c� {•I a) U a) a) cd F I--� O a) rj� rAVJ p � �"+ Y cd �, bA-0 Q) b rn ' a) rn MY rn �+ Y _ _ O O v� -0 U rn 3S rn .` D mF. � p M o o a) Y ¢ a) Q) —c,30 0 rrA U a) Y U cd Y or. a) q UD u 4y U Y aj N U W 0 F � bb bb 0 0 O O U a) M Q w °' .o o a aa M 0 0 0i o U aj � rA al W � al H U cd M m � o m o � C) Zt 00 M O N V1 01 V1 l� O� O O O O N N m O O 00 00 00 00OD O O O O O O O U] U N N N N N M M M M M M M C.I. ST-TAKOPF.F. Shakopee City Council May 2, 2017 FROM: Darin Nelson, Finance Director TO: Mayor and Council Members Subject: City Bill List Policy/Action Requested: Move to approve the bills and electronic funds transfers in the amount $1,181,794.28, payroll transfers in the amount of$474,486.39 for a total of$1,656,280.67. Recommendation: Approval Discussion: Attached is the most recent monthly Financial Report for the General fund. These reports reflect the expenditures as recorded for 2017 activity. The following transactions are notable for this reporting cycle: • Nelson Auto Center delivered a 2017 Ford Police Interceptor for $29,430.95. Upon learning about the Nelson Auto Center overbillings, staff believes this invoice is potentially incorrect and is being re-examined for accuracy. The check for this purchase has been cut, but will be held or voided until this specific invoice is clarified. Staff did receive a letter from Nelson Auto Center informing us of the overbilling and that a refund will be promptly provided once the results of an internal audit are complete. • RJM has requested pay voucher 15 for work done on the Shakopee Community Center Renovation, $804,650.96. Included in the check list are various refunds, returns, and pass through. Budget Impact• N/A ATTACHMENTS: Bill List Transfer D Council Check Register D Council Check Summary Monthly Financial Report Thru May 2, 2017 Funds transferred electronically April 19, 2017 to May 2, 2017 PAYROLL $ 260,627.76 FIT/FICA $ 83,227.38 STATE INCOME TAX $ 17,010.18 PERA $ 82,091.07 HEALTH CARE SAVINGS $ 6,644.80 HEALTH SAVINGS ACCT $ 5,912.45 NATIONWIDE DEF COMP $ 12,080.10 ICMA DEFERRED COMP $ 982.14 MSRS $ 3,958.31 FSA $ 1,952.20 MN WAGE LEVY $ - Tota I $ 474,486.39 } o O cn 02 00 F- zz < LU LU U H 0 w Z H Z N0 O w U w m 'E Ow O EE O z z c a H U) O O N Q m z z rn Z J U) W z Q W W Q W W W O Z W' Z z J W Z W Y ~ LU Y w' J W' Y O Q 0 J Z � Q z Q � Q W O W O Q m U a Q U F a ? w ? w U) a w a m U U a U) LU U 0 > LU U U) N w 0 0 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 w O O O O O O O O O O O O O O O O O O x x x x x x x x x x x x x x x x x x O Ww w w w w w w w w w w w w w w w w w Q � w w w w w w w w w w w w w w w w w w J J J J J J J J J J J J J J J J J J LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU LU O H H H H H H H H H H H H H H H H H H N a U O z N co co co co co co co co co M M M M M M M M M m co co co co co co co co co co co co M M M M M M M (4 O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O J U _ _ _ _ _ _ _ _ _ _ U N N M In r N 00 W C7 Q M M co V V (O V (O (O (O (O (O (O W 0 O O O O O O O O O O O O O O O O O O O w a O O C N Y w m N 2 a° U) W w wY I� O O O O O O O O O O O O O O O O O O 0 O O O O O O O O O O O O O O O O O O O O N } L Y 0 r r r r r r r r r r r r r r r r r r F U N N Z x Cl) O M O M O M O M O M O M O M O M O M O M O M O M O M O M O M O M O M O > U M N M N M N M N M N M N M N M N M N M N M N M N M N M N M N M N M N M N m N m N m N m N m N m N m N m N m N m N m N w. 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H KOPPE Shakopee City Council May 2, 2017 FROM: Lori J. Hensen, City Clerk TO: Mayor and Council Members Subject: City Council minutes from April 18, 2017 Policy/Action Requested: Motion to approve the minutes as presented. Recommendation: Approve the above motion. Discussion: Budget Impact• ATTACHMENT S: April 18, 2017 Shakopee City Council Minutes P"40—A April 18,2017 RKOPEE 7:00 PM City Hall 129 Holmes St. Mayor Bill Mars presiding 1. Roll Call Present:Mayor William Mars,Councilmember Mike Luce,Councilmember Matt Lehman, Councilmember Jay Whiting,Councilmember Kathi Mocol Staff Present: City Administrator Bill Reynolds,Assistant City Administrator Nate Burkett,Finance Director Darin Nelson,Park and Recreation Director Jamie Polley, Human Resources Director Jennifer Gabbard,Planning and Development Director Michael Kerski,Economic Development Coordinator Sam DiMaggio, Senior Planner Mark Noble, City Clerk Lori Hensen 2. Pledge of Allegiance 3. Approval of Agenda Cncl.Whiting asked to add an item to the Agenda under Other Business titled 13. Council Concerns Councilmember Jay Whiting made a Motion to approve the Agenda as amended,seconded by Councilmember Kathi Mocol and the motion Passed. 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.A.2.,Award of contract for construction manager as agent for downtown improvements,was removed by Cncl.Lehman for further discussion Item 4.E.L,Award of contract for Lions Park Warming house/Shelter construction,Project No.PR2016-2,Resolution No.7859,was removed by Cncl.Lehman for further duscussion Item 4.E.3.,Community Room use guidelines,was removed by Cncl.Whiting for further discussion Item 4F.5.,Volunteer flower garden policy,was removed by Cncl.Lehman for further discussion Councilmember Matt Lehman made a Motion to approve the Consent Agenda as amended, seconded by Councilmember Mike Luce and the motion Passed. 5-0 A. *Planning and Development A.1. *Set Public Hearing Date for Vacation of Drainage and Utility Easement Motion to approve Resolution No.7865,a resolution setting the public hearing date of May 14,2017 for the vacation of a drainage and utility easement located within the proposed Ridge Creek subdivision. Motion carried under the Consent Agenda. A.2. *Award of Contract for Construction Manager as Agent for Downtown Improvements Cncl.Lehman pulled this item to get more information.Mr.Kerski responded to Cncl. Lehmads questions,and also responded to questions and concerns from other Councilmembers. Councilmember Jay Whiting made a Motion to approve Resolution 7869,which awards a contract to RJM Construction for not to exceed$98,000,seconded by Councilmember Kathi Mocol and the motion Passed. 4- 1 Nays:Lehman B. Police and Fire B.1. *Surplus Property Motion to declare six forfeited vehicles as surplus property and authorize their disposal. Motion carried under the Consent Agenda C. Public Works and Engineering C.1. *Award a Contract for the 2017-1 Street Reconstruction Project Motion to Approve Resolution 7860,which accepts the bids and awards a contract for the 2017 Street Reconstruction,Project 2017-1 to Kuechle Underground Inc.and approve a 5%contingency amount on this project for use by the City Engineer in authorizing change orders or quantity adjustments on this project. Motion carried under the Consent Agenda. C.2. *Receive a Feasibility Report and Set a Public Hearing Date for the 2017 Alley Reconstruction,Project 2017-6 Motion to Adopt Resolution 7861,a resolution receiving a Preliminary Engineering Report and calling for a public hearing on the 2017 Alley Reconstruction project 2017-6. Motion carried under the Consent Agenda. D. Personnel D.1. *Ratification of the LELS Sergeants Contract for 2017-2019,Res.No. 7867 Motion to To authorize the appropriate officials to enter into the attached labor agreement with Law Enforcement Labor Services(LELS),representing the City's eight Police Sergeants. Motion carried under the Consent Agenda. D.2. *Ratification of the LELS Patrol Union Contract for 2017-2019,Res.No. 7868 Motion to authorize the appropriate officials to enter into the attached labor agreement with Law Enforcement Labor Services(LELS),representing the City's Police Officers. Motion carried under the Consent Agenda. E. Parks and Recreation E.1. *Award of Contract for Lions Park Warming House/Shelter Construction, Project No.PR2016-2,Resolution No. 7859 Cncl.Lehman removed this item so that he was able to vote against it He stated that he is not comfortable with the cost of this project. The Councilmembers discussed the project in detail including possible alternatives to reduce the cost. Councilmember Jay Whiting made a Motion to approve Resolution No.7859,A Resolution ofthe City of Shakopee MN Accepting Bids for the Construction ofLions Park Warming House/Shelter,Project No.PR2016-2,award a contract to K.A.Witt Construction for the amount of$460,200 including the base bid and alternates 1-3 and set aside a 10%contingency.,seconded by Councilmember Kathi Mocol and the motion Failed. 2-3 Nays:Lehman,Luce,Mars E.2. *Award of Contract for Tahpah Baseball Field Construction,Project No. PR2017-2,Resolution No. 7858 E.3. *Community Room Use Guidelines Cncl.Whiting removed this item to request that a contingency be added to allow local non profits to utilize the community room free of charge one time per year at a non peak time. The Councilmembers discussed the item and stated their concerns.Ms.Polley responded to questions and concerns by the Councilmembers. Councilmember Jay Whiting made a Motion to approve the Community Room use guidelines,seconded by Councilmember Kathi Mocol and the motion Passed. 4- 1 Nays:Luce E.4. *Donations to Archery Range Motion to approve Resolution No. 7866,A Resolution of the City of Shakopee,MN Accepting Equipment for the Shakopee Archery Range. Motion carried under the Consent Agenda E.5. *Aquatic Park Diving Well Painting Motion to Authorize the appropriate staffto enter into a contact with Horizon Commercial Pool Supply to prepare and paint the diving well at SandVenture Aquatic Park. Motion carried under the Consent Agenda. F. General Administration F.1. *City Bill List Motion to approve the bills and electronic funds transfers in the amount $1,760,589.18,payroll transfers in the amount of$496,207.79 for a total of $2,256,796.97. Motion carried under the Consent Agenda F.2. *City Council Minutes Motion to approve the City Council Minutes from April 4 and April 11,2017. Motion carried under the Consent Agenda. F.3. *Temporary Liquor License-Minnesota Farm Winery Association Motion to approve the temporary liquor license for Minnesota Farm Winery Association for a wine tasting being held on April 29 located at 1100 Canterbury Road in the exhibition hall. Motion carried under the Consent Agenda. F.4. *OBrieds Public House Request to Allow Alcohol to be Consumed in Parking Lot Motion to approve the suspension of city code 114.11 Consumption and possession of alcoholic beverages on street,public property,private parking lots to which the public has access,and other private property,allowing OBrieds Public House to host a live band. Motion carried under the Consent Agenda F.S. *Volunteer Flower Garden Policy Cncl.Lehman removed this item to discuss adding a$100.00 refundable deposit as a requirement for each flower garden. Councilmember Lehman made a motion to approve the City Volunteer Flower Garden Policy with the addition of a$100.00 refundable deposit,Councilmember Luce seconded the motion. The Councilmembers discussed the item in detail,and stated their concerns.My. Reynolds responded to the concerns raised by the Councilmembers. Cncl.Lehman stated that,after much discussion,he was comfortable with the policy as it is written and withdrew his previous motion. Councilmember Matt Lehman made a Motion to approve the City Volunteer Flower Garden Policy,seconded by Councilmember Mike Luce and the motion Passed. 5-0 6. RECOGNMON 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 were no citizens who wished to present 7. Business removed from consent will be discussed at this time Please see items: 4.A.2.,4.E.1.,4.E.1,41.5. 8. Public Hearings A. SMSC Vacation ofRoadway Easement Councilmember Jay Whiting made a Motion to open the Public Hearing,seconded by Councilmember Matt Lehman and the motion Passed. 5-0 Mr.Noble gave a brief description of the vacation request and addressed the Councilmembers questions. Councilmember Mike Luce made a Motion to continue the Public Hearing to May 2, 2017,seconded by Councilmember Matt Lehman and the motion Passed. 5-0 9. Recess for Economic Development Authority Meeting 10. Reconvene 11. General Business A. Planning and Development A.1.Rezone property to R IB,R-2,R-4&B-1;Reguide property to Single Family,Medium Density&High Density Residential and Commercial; Establish a PUD Overlay District for a proposed mixed use development and approve a Preliminary Plat for Windermere—REVISED RES.NO. 78634/18/17 Mr.Noble presented a request to rezone property to R 1 B,R-2,R-4&B-1;Reguide property to Single Family,Medium Density&High Density Residential,and Commercial;Establish a PUD Overlay District for a proposed mixed use development,and approve the Preliminary Plat of Windermere.Mr.Noble gave a description of the project to the City Council. Mike Suel,D.R Horton,addressed the Council to respond to questions and give more information on the project. Bruce Loney,Public Works and Engineering Director,addressed the Council to respond to questions and concerns. Councilmember Matt Lehman made a Motion to approve a comprehensive plan amendment,PUD and preliminary plat of Windermere with land use classifications being Single family residential,Medium density residential and commercial with an amendment requiring the developer and the homeowners association documents to be reviewed by City staff as well as the City Council,seconded by Councilmember Jay Whiting and the motion Passed. 5-0 The Councilmembers reviewed each condition,and discussed them in detail. Councilmember Jay Whiting made a Motion to approve Ordinance 960,an Ordinance of the City of Shakopee,Minnesota amending the zoning map adopted in City code section 151.003 by rezoning property located South of US Hwy. 169,West of CSAR 15/Marystown Road and West/Northwest of 17th Avenue to Urban Residenatial(R 1B),Medium Density residential(R-2),and Highway Commercial (B-1)zone,seconded by Councilmember Kathi Mocol and the motion Passed. 5-0 A.2.Final Plat of West Vierling Acres Second Addition Mr.Kerski presented a final plat for West Vierling Acres second edition to the City Council. Mr.Kerski responded to questions by the Councilmembers. Councilmember Jay Whiting made a Motion to approve Resolution No.7864,a resolution approving the Final Plat of West Vierling Acres Second Addition,and move its adoption.,seconded by Councilmember Kathi Mocol and the motion Passed. 5-0 B. General Administration F.1.2017 City Council Mayoral Liaison Appointments Mayor Mars presented the 2017 Liaison appointments.The Councilmembers discussed the item and stated their concerns. Councilmember Lehman made a motion to approve the 2017 Liaison appointments, Councilmember Luce seconded the motion.Councilmember Whiting made an amendment to the motion to appoint Councilmember Luce as liaison to the SPUC Board and Councilmember Lehman as liaison to the School Board. Mayor Mars stated that he is in favor of the liaison appointments as they were presented and he is not in favor of the amendment. Councilmember Jay Whiting made a Motion to adopt the 2017 Liaison appointments with an amendment that Councilmember Luce will act as a liaison for the SPUC Board and Councilmember Lehman will act as a liaison for the School Board, seconded by Councilmember Mike Luce and the motion Passed. 5-0 12. Workshop A. Community Center Membership Fees Jamie Polley,Park and Recreation Director,presented the Community Center membership fees to the Council for discussion. The Councilmembers discussed the item in detail and Ms.Polley responded to questions and concerns. After much discussion,the Council determined that there will be an increase in fees to illustrate the amenities that will now be offered and the benefits of the Community Center to the Community.Over time the city will evaluate the operating costs for the facility and increase memberships to assist with operating costs. B. Enterprise Funds Analysis Darin Nelson,Finance Director presented an Enterprise Funds Analysis to the Councilmembers. Mr.Nelson responded to questions and concerns by the Councilmembers. C. Purchasing Policy&Automated Accounts Payable Review Darin Nelson,Finance Director addressed the Council regarding an automated accounts payable review system,and a purchasing policy. Mr.Nelson responded to questions and concerns from the Councilmembers. The Council directed Mr.Nelson to put together a purchasing policy and bring it back to a future meeting for discussion. 13 Liaison and Administration The Councilmembers presented their Liaison reports. The City Administrator presented his Administrators report. 14. Other Business Cncl.Whiting stated that he would like to discuss the actions of Cncl.Luce in recent months. Cncl.Whiting described to the Councilmembers the actions he was concerned with. Discussion: The Mayor and Councilmembers discussed the item and directed staff to work- with orkwith the city attorney and bring recommendations for disciplinary action to Council. Councilmember Jay Whiting made a Motion to censure Councilmember Luce for inappropriate behavior in representing the City of Shakopee residents.,seconded by Councilmember Kathi Mocol and the motion Passed. 3- 1 Nays:Lehman Abstain:Luce 15. Adjoun-unent to May 2,2017 at 7:00 p.m. Councilmember Whiting made a motion to adjourn to May 2,2017,Councilmember Mocol seconded the motion,and the motion passed. 3-0 C.3. H+ T OPEE Shakopee City Council May 2, 2017 FROM: Darin Nelson, Finance Director TO: Mayor and Council Members Subject: Closing of the 2004B, 2006A and 2007A Debt Service Funds Policy/Action Requested: Approve resolution closing the 2004B Refunding Bonds (3035) and 2006A Improvement Bonds (3038) Debt Service Funds into the 2008A Improvement Bonds Debt Service fund and closing the 2007A Improvement Bonds (3039) Debt Service Fund into the Capital Improvements fund Recommendation: Close the 2004B Refunding Bonds (3035) and 2006A Improvement Bonds (3038) Debt Service Funds into the 2008A Improvement Bonds Debt Service fund and close the 2007A Improvement Bonds (3039) Debt Service Fund into the Capital Improvements fund Discussion: On February 1, 2017, the final bond payment on the 2004B, 2006A and 2007A Bonds were made. The remaining dollars in the 2004B Refunding Bonds (3035) and 2006A Improvement Bonds (3038) Debt Service Funds of approximately $14,000 should be transferred to the 2008A Improvement Bonds Debt Service fund for future debt payments. The remaining dollars in the 2007A Improvement Bonds (3039) Debt Service Fund of approximately $4,900 should be transferred to the Capital Improvements fund as deferred assessments remain on this bond. Budget Impact• None ATTACHMENTS: 0 Resolution 7870 RESOLUTION NO. 7870 A RESOLUTION CLOSING THE 2004B, 2006A AND 2007A DEBT SERVICE FUNDS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, COUNTY OF SCOTT,MINNESOTA, that the following debt service funds are closed due to the final debt payment being made: 2004B Refunding Bonds Debt Service (Fund# 3035) 2006A Improvement Bonds Debt Service (Fund# 3038) 2007A Improvement Bonds Debt Service (Fund# 3039) BE IT FURTHER RESOLVED that the remaining funds in the 2004B Refunding Bonds and 2006A Improvement Bonds Debt Service fund are to be transferred to the 2008A Improvement Bonds Debt Service fund. BE IT FURTHER RESOLVED that the remaining funds in the 2007A Improvement Bonds Debt Service fund are to be transferred to the Capital Improvements fund. Adopted in regular session of the City Council of the City of Shakopee, Minnesota held this 2nd day of May 2016. Mayor of the City of Shakopee ATTEST: City Clerk CA H+ T OPE Shakopee City Council May 2, 2017 FROM: Darin Nelson, Finance Director TO: Mayor and Council Members Subject: Revised Purchasing Policy Policy/Action Requested: Offer resolution number 7875 approving the revised purchasing policy along with ordinance number 961 amending the city code 32.15(D)(7) to align purchasing thresholds. Recommendation: Recommend approval of the revised purchasing policy and an amendment to city code which aligns the purchasing thresholds between the two documents and ensures appropriate purchasing procedures are followed. Discussion: The finance department is in the beginning stages of implementing an automated accounts payable process. Implementing this automated system will also ensure purchasing procedures abide by the policy in place, thus enhancing internal controls. The current purchasing process approved in January 2014 and City Code 32.15 subd. (D)(7) have conflicting purchasing thresholds. The purchasing process stipulates that the city administrator and department heads have authority to make purchases up to $25,000; whereas, city code stipulates a $15,000 purchasing threshold. This difference between the two documents needs to be clarified to eliminate staff confusion, and ensure programming of the city's policy into the automated purchasing system is consistent. The attached ordinance amends the city code to match the revised purchasing policy at the $25,000 threshold. The purchasing process approved in 2014, was basically a process not a policy. The attached draft purchasing policy is more in-depth than the prior approved purchasing process, yet does not delve into standard operating procedures (SOP). SOP's are intended to provide staff with specific instructions versus a policy which is a higher level document approved by council. The revised purchasing policy has one slight amendment from what was presented during the workshop of the last council meeting. During the workshop there was discussion on the emergency purchasing section. A sentence has been added that the user of the policy should seek for further guidance from both the city code and Minnesota statutes. Both of these areas address specific requirements and guidelines under an emergency situation. Budget Impact• No adverse budget impact. ATTACHMENTS: D Revised Purchasing Policy D Resolution No. 7875 - Purchasing Policy D Ordinance No. 961 - Amending Purchasing Thresholds PURCHASING POLICY (Chapter, Section, Code -Added by Administration) Adopted: SHAKOPEE Amended: POLICY CONTENTS A. Scope.................................................................................................................................................................1 B. Purpose............................................................................................................................................................2 C. Policy.................................................................................................................................................................2 D. Legality.............................................................................................................................................................2 E. Conflicts of Interest.....................................................................................................................................2 F. Acceptance of Gifts.......................................................................................................................................2 G. Background.....................................................................................................................................................3 H. Authorization.................................................................................................................................................3 I. Purchasing Alternatives.............................................................................................................................4 1. Sealed Bids..................................................................................................................................................4 2. State, County and Other Cooperative Purchasing Contracts...................................................5 3. Quotes...........................................................................................................................................................6 4. Emergency..................................................................................................................................................6 5. Professional Services..............................................................................................................................6 6. Leases/Purchases....................................................................................................................................7 7. On-Line Purchases...................................................................................................................................7 8. Federal Purchases....................................................................................................................................8 9. Change Orders...........................................................................................................................................8 10. Other.........................................................................................................................................................8 J. Payments.........................................................................................................................................................8 A. SCOPE This policy applies to all employees of the City of Shakopee, as well as representatives, contractors, consultants, or others who may be authorized to make purchases on behalf of the City of Shakopee. B. PURPOSE These purchasing procedures are intended to provide a consistent manner of purchasing goods and services citywide. Employees should secure the best balance between quantity, quality, and price when purchasing for the city. C. POLICY Goods and services required by the city are to be obtained using established procedures that comply with all legal requirements for public purpose expenditures while promoting fair and open competition. This policy is intended to ensure public confidence in the procurement process, fair and equitable treatment of vendors who transact business with the city and provide safeguards for the maintenance of a procurement system of quality and integrity. *r X Violations of this policy may result in disci line up to and includin termination. D. LEGALITY In order for an expenditure of public funds to represent a lawful expendit it should meet both of the following standards: • Public purpose. A public purpose for the expenditures must exist. • Authority. Specific or implied authority for the expenditure must arise out of a statute. E. CONFLICTS OF INTEREST Minnesota Statutes §471.87 and §471.88 prohibit the purchase of goods and services wherever a conflict of interest may exist. Authorized purchasers must be exceedingly careful to avoid a conflict of interest or even the appearance of a conflict of interest. An authorized purchaser acting in the employee's official capacity, may not transact official city business with a family member, or with a business or person with whom that employee has a financial interest or involvement. Furthermore, authorized purchasers shall not enter into a relationship with a vendor where the employee's actions are, or may reasonably be viewed as, not in the best interests of the city. An employee who becomes involved in a possible conflict situation must report the possible conflict to the employee's supervisor and department head. F. ACCEPTANCE OF GIFTS Pursuant to Minnesota Statute §471.895, no local official shall request, solicit, or accept a gift from any person or representative of a person or association that has a direct financial Page 2 of 9 interest in a decision that the employee is authorized to make. Local official includes elected and appointed positions within the city. G. BACKGROUND The City of Shakopee has a "decentralized" purchasing program. Purchasing is the responsibility of each department director in order to support flexibility and discretion of purchasing and project management with the aid of expertise at the department level. H. AUTHORIZATION The City Council approves an annual budget that allocates funds for projects and operations throughout the city. The city administrator and department directors are responsible for ensuring that projects and operations remain within the budget. The city administrator is the chief purchasing agent of the city and has the authority to approve purchases up to $25,000 per city code. The city administrator may delegate purchasing authority via administrative directive stipulating purchasers and level of authority up to $25,000. For items and services in excess of$25,000, the city administrator may authorize the receipt of bids and shall receive estimates, quotations, proposals, or sealed bids, as appropriate, and present them to the Council for official action. Authorized purchasers are responsible to follow purchasing regulations, procedures and best practices such as,but not limited to: obtaining bids or quotes, maintaining records of bids, quotes or other legally required information in accordance with records retention requirements (i.e. bid bonds, payment bond, IC-134), placing actual orders, receiving and verifying deliveries, and approving invoices for payment. Authorized purchasers are only allowed to authorize funds from within their home department's budget. In an instance of the need for funds outside one's department budget, the purchaser should collaborate with an approved purchaser from the necessary department/fund. Employees will not make any purchases for personal use through the city. NL 'a Certain purchases require installation, support, maintenance, etc. Most notably information technology (I.T.) purchases should be coordinated with the city's I.T. director to ensure purchases are for compatible with and supported by the city's I.T. infrastructure systems. Department directors can delegate purchasing authority up to $5,000 to designated staff members. Page 3 of 9 General Purchasing Value of Quotations Needed Required Required Purchase Purchases Internal Authorizations Level Documents AL PL-1 Less than Departmental Authorized Purchaser $5,000 Discretion Department Director PL-2 $5,000 to Two or more Quotes Authorized Purchaser $24,999 if practical City Administrator or delegated representative PL-3 $25,000 Two or more Written Council Authorized Purchaser to Quotes, Bids, or RFP's Memo City Administrator or $99,999 delegated representative Ak City Council PL-4 $100,000 Sealed Bids Council Authorized Purchaser and Memo Department Director Greater City Administrator City Council I. PURCHASING ALTERNATIVES 1. Sealed Bids Is A formal sealed bid procedure isrequirefor all purchases that are estimated to exceed $100,000, except for purchases through a cooperative purchasing contract (see below). Minnesota Statute §412.311 requires a published notice of the bid in the official city newspaper at least ten (10) days in advance of bid opening. The published notice must state where the plans and specifications can be obtained by bidders and specifically, when and where the bid opening will be held. The notice may also be published on the city's official web site; however,this publication is in addition to the official newspaper publication. Special assessment projects, commonly referred to as 429 projects, require specific advertising requirements. Please see Minnesota Statute §429.041 or the League of Minnesota Cities Special Assessment Toolkit memo for specific requirements www.lmc.org/media/document/1/sagtext.pdf?inline=true. All bid openings are to be administered by the originating department. The preparation of all specifications and required authorization is to be the responsibility of the originating department. The city council must formally award Page 4 of 9 the contract, and the originating department then files the contract with the administration department. Capital improvement/purchase bids should be retained permanently per the city's record retention policy. Sealed bids are not required for the purchasing and sale of real estate or service contracts. 2. State, County and Other Cooperative Purchasing Contracts Cooperative purchasing contracts provide the opportunity for the city to purchase goods and services at reduced costs. Employees do not need to obtain bids if a purchase is made through a national municipal association purchasing alliance or a cooperative created by a joint powers agreement (of which the city is a member) that purchases items from more than one source on the basis of competitive bids or quotations that complies with State Statute. NS1614f N a) State Cooperative Purchasing Contracts. The City of Shakopee participates in the State of Minnesota Cooperative Purchasing Venture (CPV). This enables the city to buy goods and services under the terms of contracts already negotiated by the State of Minnesota. The finance department has access to the releases and listings of products/services that can be purchased on state contract. If it is determined that a product/service is on a state contract,vendors should be told that the purchase will be made using that contract. When completing the purchasing paperwork, note that the purchase is per state contract and indicate the contract number. Vendors will often contend that the city can purchase from them without bidding because they are on the "state contract" or they will sell at the state contract price. Beware of these approaches. Verify both the vendor and the specific product/service is listed on the state contract. It is likely that not all of a vendor's products/services have been selected to be on the state contract. If a vendor is not on the state contract but will match the state contract price,this action does not preclude the city from avoiding the competitive bidding laws. b) U.S. Communities Government Purchasing Alliance. The city participates in the U.S. Communities Government Purchasing Alliance www.uscommunities.org4. See the finance department for further information. Page 5 of 9 c) National Joint Powers Alliance (NJPA) Purchasing Program. The city participates in the NJPA purchasing program www.npacoop.org/home.asp. See the finance department for further information. d) Houston-Galveston Area Council Buy (HGACBuy) The city participates in the HGAC Buy purchasing program www.h- gac.com/coop/hgacbuy.aspx. See the finance department for further information. 3. Quotes 'Je If a purchase is estimated to exceed $25,000 but not to exceed $100,000, the purchase may be made either by sealed bids or by direct negotiation based upon quotations. If a purchase is made in this range, authorized purchasers are required to obtain at least two written quotes. These quotes should be in writing. If the quotes are not written,the requestor who received the verbal quote must document the quote in writing. All quotes will be kept with the originating department and kept on file for until the following year's financial audit is complete. In practice, retaining quotes for two years will ensure quotes are available for auditing purposes. 4. Emergency Emergency situations may arise where the normal purchasing process cannot be followed for the procurement of goods and services.An emergency must be a situation arising suddenly and unexpectedly which requires speedy action essential to health, safety, and welfare of the community, and not just an inconvenience. In the event of a disaster and when it is impossible or impractical to first seek City Council approval,the mayor or the mayor's designee is authorized to exercise discretion and to use city equipment, supplies, and personnel and to expend city funds as necessary to preserve and maintain the operation of the city government and the safety and security of the public. See City Code and/or MN Statutes for specific guidance. S. Professional Services Contracts for professional services in excess of$25,000 annually shall be submitted to the city council for approval. Multi-year professional service contracts with annual caps of less than $25,000 but with an aggregate total exceeding $25,000 may be approved the city administrator or authorized purchaser. The term "Professional Services" applies to all advisory services such as,but not limited to: auditing, engineering, financial, legal, personnel,technical,training, or other services. Page 6 of 9 Contracts for professional services shall be made only with responsible consultants who have the capability to successfully fulfill the contractual requirements. Consideration shall be given to their past performance and experience,their financial capacity to complete the project, the availability of personnel, and other appropriate criteria. The nature of the professional service is typically written as a request for proposals (RFP). Contracts RFPs will generally be used to solicit proposals for professional services. Service agreements with a contract length greater than twelve months, must allow for a no greater than a 60-day cancellation clause. Professional Services Purchase Value of Quotations/RFP's Required Required Level Contract Needed Internal Authorizations Documents PL-1 Less than Departmental Authorized $5,000 Discretion Purchaser PL-2 $5,000 to Two or more Authorized $24,999 Quotes/RFP's if Purchaser City practical Administrator or delegated representative PL-3 $25,000 Two or more Council Authorized and Greater Quotes/RFP's Memo Purchaser City recommended Administrator or delegated representative City Council 6. Leases/Purchases All lease agreements need approval through the finance department and city attorney prior to initiating any lease. 7. On-Line Purchases City employees may only purchase from vendors that use secure servers for e- commerce. If an employee makes a purchase using the city credit card that is not properly authorized by the city council,the employee will be held personally liable for the amount of the purchase. For additional information on the proper use of city credit cards, see the finance department. Page 7 of 9 8. Federal Purchases Under uniform grant guidance (2 CFR 200.317-326) there are additional procurement requirements that need to be considered when making purchases related to a federal program. Five procurement methods are identified including: micro-purchases (<$3,500), small purchase procedures (<$150,000), competitive proposal (>$150,000) and noncompetitive proposal (>$3,500). The general purchasing policy addresses many of these requirements and the city will also consider the full requirements in relation to each method as described in 2 CFR. The micro-purchase threshold which is set by Federal Acquisition Regulation at 48 CFR Subpart 2.1 is subject to change with inflation. The City will follow changes to thresholds as modifications occur. When pr ticable micro-purchasing will be distributed among qualified suppliers. 9. Change Orders As a matter of practice, construction projects are typically approved by council with a specific contingency request of 5 to 10 percent of the contract amount. This contingency approval allows for flexibility to address change orders through the course of the project. The city administrator or delegated representative may approve these change orders. However, if the change order exceeds the contingency threshold or materially changes the terms of a contract so as to create a new contract, the purchase should then be presented to council for approval. 10.Other '9W GR 1W This document is not intended to cover all purchasing situations and regulations. If there are questions regarding purchasing, the should be directed to your department director or finance department. J. PAYMENTS Minnesota State Statute §471.425 sub requires invoices to be paid within 35 days from receipt. For invoices not paid in a timely manner,the interest rate is 1 1/z percent per month or part of a month. The minimum monthly interest on an invoice of$100 or more is $10.00. Interest penalties do not apply to good faith disputes. Minnesota State Statute §412.271 Subd. 8 allows for delegation of authority by the City Council for paying certain claims. Per City Code §32.15(D)(7),the City Council has delegated authority to the city administrator to purchase goods and services and to enter into contracts when the amount does not exceed $25,000. In addition, Minnesota State Statute §412.271 Subd. 1 allows for the immediate payment of judgments, salaries and wages previously fixed by the council, principal and interest Page 8 of 9 obligations, rent and other fixed charges, and the exact amount of which has been previously determined by contract authorized by the council. Contact the finance department for a copy of the city's payment procedures. Page 9 of 9 RESOLUTION NO. 7875 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNNESOTA APPROVING A REVISED PURCHASING POLICY WHEREAS, the current purchasing process approved in January 2014 and City Code 32.15 subd. (D)(7) have conflicting purchasing thresholds, and WHEREAS, the revised purchasing policy along with ordinance number 961 amending the city code will align the purchasing thresholds, and WHEREAS, the purchasing process approved in 2014 was a list of procedures and not a true policy, and WHERAS, the revised purchasing policy is a full encompassing document intended to guide users via a Council approved directive, and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA, that the revised purchasing policy is approved. Adopted in the regular session of the City Council of the City of Shakopee, Minnesota held this 2nd day of May, 2017. Mayor of the City of Shakopee ATTEST: City Clerk ORDINANCE NO. 961 AN ORDINANCE OF THE CITY OF SHAKOPEE AMENDING TITLE III OF THE CITY CODE BY AMENDING THE CITY ADMINISTRATOR'S PURCHASING THRESHOLDS FROM $15,000 TO $25,000 WITHIN SECTION 32.15 THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA, ORDAINS: Section 2. Section 32.15, Paragraph (D), Subparagrah(7) of the City Code is amended as follows: (7) Purchase or enter into contracts for previously budgeted items when the amount thereof does not exceed $15,000 $25,000, and purchase or enter into contracts for previously budgeted services, when the annual amount of such contract does not exceed $15,000 $25,000. For items and services in excess of$15,000 $25,000, the City Administrator shall receive estimates, quotations, proposals, or sealed bids, as appropriate, and present them to the Council for official action Adopted in the regular session of the City Council of the City of Shakopee, Minnesota held this 2nd day of May, 2017. Mayor of the City of Shakopee ATTEST: City Clerk C.5. H+ T OPE Shakopee City Council May 2, 2017 FROM: Darin Nelson, Finance Director TO: Mayor and Council Members Subject: Delegation of Authority to Review Claims Prior to Payment Policy/Action Requested: Offer resolution number 7876 delegating the Council's authority to pay all claims. Recommendation: Recommend approval of resolution number 7876 which delegates the Council's authority to pay claims to the City Administrator. Discussion: During the last workshop I brought to the council's attention Minnesota statute 412.271 Subd. 8 which allows for a city council, at its discretion, to delegate its authority to review claims before payment. The statute requires certain internal accounting and administrative control procedures to ensure the proper disbursement of public funds. The city's revised purchasing policy establishes proper procedures that aid in maintaining the necessary internal controls. Per the same statute, a list of all claims paid under the procedures established by the city council shall be presented to the council for informational purposes only at the next regularly scheduled meeting. The statute also requires a resolution authorizing the procedures established by council. As staff looks to improve customer service by paying vendors more timely through automated accounts payable, the ultimate bottleneck remains that checks will continue to be held until official council approval. Most council meetings occur every other week, but there are times throughout the year where council has three weeks in between meetings causing an even greater delay. The processing of an invoice can often take several business days by the time an invoice is received, routed to the appropriate personnel, verified for accuracy, approved by supervisor(s) and finally routed to finance. Once an invoice makes it way to the finance department, the process of preparing invoices for an entire council batch can take another 3 to 5 days. Depending upon the timing invoices are received, checks typically are not being mailed until close to 30 days after an invoice is received. By implementing the automated accounts payable system and releasing checks weekly, the city may have the opportunity to negotiate better pricing or receive additional discounts if payment can be guaranteed within so many days. The new automated process will eliminate a lot of the idle time, as invoices will no longer be sitting in transition. This process will also improve the processing time within the finance department as staff will be preparing multiple batches per week as data input will be done on the front end rather than in one large batch at the end of the process. As the purchasing policy stipulates, purchases above $25,000 are going to have either specific council approval and/or will be approved by the council through the budget process. For example, the purchasing of police patrol vehicles is typically reviewed by the council multiple times before the check is prepared for payment. The patrol vehicles are in the CIP, operating budget, and a specific memo requesting authority to purchase vehicles is presented to council. At this point, the payment should be a formality. These are the internal controls in place that the council can see. There are additional internal controls behind the scenes that ensure purchases are abiding to the purchasing policy and budget parameters. The behind the scenes internal controls include review of the council memo by the city administrator and appropriate director along with review by the finance department to ensure accurate accounting and budgetary control. There was some discussion at the workshop about implementing a dollar limit on delegating the authority to release checks under this statute. On the surface that sounds like a feasible solution. However, from an operational standpoint it does not increase any efficiencies as staff then has to separate batches of invoices by dollar amounts. This would also require separate council communication, as checks above the threshold would need to have official council action, where as the checks below the threshold would be presented for informational purposes. At this point, staff would recommend either delegating all authority to release checks or to continue with the current process. The city has strong internal controls and is continuously monitoring controls and procedures to ensure preservation of city assets. The delegation of authority to release checks should have no effect on the city's internal controls. On occasion there are disputes between the city and vendors, in those situations the authorized purchasing department is aware of the situation and will not release checks until the matter has been resolved to the city's liking. That happens today and will continue to happen with this proposed process. Budget Impact• No adverse budget impact. ATTACHMENTS: D Resolution No. 7876 - Delegation of Authority to Review All Claims RESOLUTION NO. 7876 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNNESOTA APPROVING THE DELEGATION OF AUTHORITY TO REVIEW ALL CLAIMS PRIOR TO PAYMENT WHEREAS, Minnesota Statute 412.271 subd. 8 allows a city council to delegate its authority to review claims before payment, and WHEREAS, the statute requires certain internal controls and administrative procedures to ensure proper disbursement of public funds, which are established through the city's revised purchasing policy, and WHEREAS, all claims paid under the procedures established by the city council shall be presented for informational purposes only at the next regularly scheduled meeting, and WHERAS, the statute also requires a resolution authorizing the procedures established by council, and WHEREAS, the delegation of authority to review claims will increase customer service by paying vendors more timely, increase staff efficiencies, and potentially allow the city to take advantage of improved pricing or discounts, and WHEREAS, the city's strong internal controls are continuously being monitored to ensure preservation of city assets, and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA, that the Council delegates its authority to the City Administrator to review all claims prior to payment. Adopted in the regular session of the City Council of the City of Shakopee, Minnesota held this 2nd day of May, 2017. Mayor of the City of Shakopee ATTEST: City Clerk A. H+ T OPEE Shakopee City Council May 2, 2017 FROM: Mark Noble TO: Mayor and Council Members Subject: Vacation of Public Road Easement — SMSC Land Adjacent to Eaglewood Drive Policy/Action Requested: Open the Public Hearing, take comments from the public, and continue the Public Hearing to May 16, 2017. Recommendation: Open the Public Hearing, take comments from the public, and continue the Public Hearing to May 16, 2017. Discussion: The SMSC, as well as Randolph and Robin Barranger, own property located north of 160th Street, west of Marschall Road and south of Eaglewood Drive. An easement was granted to the City in 1977 pursuant to Document No. 157910 for a road, which was never constructed. There are no plans for this road to be constructed, nor support from the County to provide access to Marschall Road/CR 17 in that location; therefore, they have asked that this easement be vacated. Staff and the applicant are working on language to incorporate into a Resolution for the Council to consider, and expect that document to be presented at the May 16th City Council meeting. Attached to this report is the site aerial, and the existing easement, which the applicant is proposing be vacated. Budget Impact• N/A ATTACEMENTS: a Site Aerial a Existing Easement Documents •ik ik x � / /� ,h•• �- i 4 ' 7k _f i Will !Wini! Mh imam Ml ZINI Inn and law ISM HIM 125; MAE 1 1 MON h 04 :1 ON 0 Two Ipips HUM Mus MO. nun ay it,lul HIM OR HON I No 1 lam H W 11 HUI if aim GO CS GM -11VHMJVV0 LL TN TVVO—, - M mgb goy -7-1 its. s 00. 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H+ T OPEE Shakopee City Council May 2, 2017 FROM: Mark Noble TO: Mayor and City Council Subject: Annexation of Property — 12321 Marystown Road Policy/Action Requested: Approve Resolution No. 7871, a resolution approving the annexation of property formerly known as 12321 Marystown Road (P.LD. #'s 6-913006-1, 6-913007-0, & 6-913009-0), and move the adoption. Recommendation: Planning Commission Recommendation The Planning Commission reviewed this application at their April 6, 2017 meeting, and by a 5-0 vote, recommended that the City Council approve the request, as it is generally consistent with the OAA regulations which govern this type of request. Discussion: Gregory Powers, on behalf of the Irene Powers Estate, has submitted to the City an application for annexation of property formerly known as 12321 Marystown Road. The property in question is a single-family residence and 2 vacant parcels on approx. 3.4 acres, including the adjacent right-of-way, located at the northeast corner of 17th Avenue and CR 15/Marystown Road. Mr. Powers is looking at development opportunities for this property. Per the existing Orderly Annexation Agreement (OAA) between the City and Jackson Township, Sections IL2 & IL4, a land owner with property adjacent to the municipal boundary of the City may petition the City to annex their property in accordance with this agreement. This proposal is consistent with the agreement language, therefore, the applicant submitted the application for review/approval by the City. Additionally, Staff recently received a letter from Timothy J. Keane, on behalf of the Jackson Town Board, regarding a request that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. That letter is attached to this report. Budget Impact• Annexation of this property would minimally increase the tax base of the City. ATTACHMENTS: Resolution No. 7871 D Exhibit A- Site Map Exhibit B - Legal Description D Jackson Town Board Letter RESOLUTION NO. 7871 A RESOLUTION ANNEXING PROPERTY FROM JACKSON TOWNSHIP PURSUANT TO AN EXISTING ORDERLY ANNEXATION AGREEMENT WHEREAS, the City of Shakopee ("City") and Jackson Township ("Town") entered into a"Joint Resolution for Orderly Annexation between the Town of Jackson& the City of Shakopee", that was filed with the Minnesota Municipal Board on October 11, 2002, accepted by the Municipal Board on November 8, 2002, and which is identified as Docket No. OA-882 ("Orderly Annexation Agreement"); WHEREAS, the entire Town was designated for future annexation under the Orderly Annexation Agreement and the City may annex property from the Town in accordance with the terms and conditions of the Orderly Annexation Agreement; WHEREAS, Gregory Powers, on behalf of the Irene Powers Estate, requested that the City annex approximately 3.4 acres of property within the Town as shown on the map attached hereto as Exhibit A and as legally described in the attached Exhibit B ("Annexation Area"); WHEREAS, the Annexation Area encompasses property formerly known as 12321 Marystown Road (P.I.D. #'s 6-913006-1, 6-913007-0, & 6-913009-0); WHEREAS, the City has notified the Town of the request it received from Gregory Powers, on behalf of the Irene Powers Estate, to annex the Annexation Area; WHEREAS, the City finds and determines as follows with respect to the requested annexation of the Annexation Area: a. Under Section II, paragraph 2 of the Orderly Annexation Agreement, "The following standards shall be used to determine adjacency when a property owner, or combination of multiple property owners with contiguous property, initiates annexation of property: A property, or combination of contiguous properties, shall be considered adjacent to the City when fifty (50)linear feet or more of the subject annexation area boundary is shared with the boundary of the City"; 4838570 TJG SH155-377 b. The Annexation Area is almost entirely surrounded by the City's boundary and more than satisfies the minimum 50 lineal feet or more of shared boundary required by the Orderly Annexation Agreement; c. Under Section II, paragraph 4 of the Orderly Annexation Agreement, "Any landowner, or combination of multiple landowners, with property adjacent to the municipal boundary of the City, may petition the City to annex their property in accordance with this Agreement"; d. The City determines that annexing the Annexation Area pursuant to this Resolution is consistent with the terms and conditions of the Orderly Annexation Agreement. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee as follows: 1. The recitals set out above and the exhibits attached hereto are incorporated in and made part of this Resolution. 2. The Annexation Area shown on the attached Exhibit A, and legally described in the attached Exhibit B, is hereby annexed into the municipal boundaries of the City of Shakopee effective upon the issuance of the Chief Administrative Law Judge's order. 3. Pursuant to Minn. Stat. § 414.0325, subd. 1(h) and Section I, paragraph 2 of the Orderly Annexation Agreement, the Chief Administrative Law Judge may review and comment, but shall, within thirty (30) days, order the annexation in accordance with the terms of this Resolution. 4. City staff is authorized and directed to file this Resolution with the Office of Administrative Hearings -Municipal Boundary Adjustments Office (`Boundary Adjustments Office"). 5. In the event the Boundary Adjustments Office identifies any errors, omissions, or other problems with the attached map or legal description, City staff is hereby authorized to make such corrections as may be needed to accomplish the purpose of this Resolution. Adopted in adjourned regular session of the City Council of the City of Shakopee, Minnesota, held this day of , 2017. Mayor of the City of Shakopee ATTEST: Lori Hensen, City Clerk 4838570 TJG SH155-377 Powers Annexation Site - Sx4A t ft tT A , k .. f . Q _ I 1 c T — �.. r • r 1 inch= 376 feet SHAKOPEE March 29,2017 Map Powered by DataLink Exhibit B The properties are legally described as follows: That part of the Southwest Quarter of the Northwest Quarter of Section 13, Township 115, Range 23, Scott County, Minnesota described as follows; Commencing at the Northwest corner of said Southwest Quarter of the Northwest Quarter, thence southerly along the west line thereof a distance of 207.26 feet to the point of beginning, thence easterly at right angles a distance of 350.00 feet; thence southerly at right angles a distance of 350.00 feet; thence westerly at right angles a distance of 350.00 feet to said west line; thence northerly along said west line a distance of 350.00 feet to the point of beginning; Except the west 33 feet of the above described property; AND That part of the Southwest Quarter of the Northwest Quarter of Section 13, Township 115, Range 23, Scott County, Minnesota described as follows; Beginning at a point on the west line of said Southwest Quarter of the Northwest Quarter 719.36 feet north of the southwest corner thereof, thence North 1 degree 1 minute 25 seconds West, assumed basis for bearings, along said West line, 63.64 feet; thence North 88 degrees 58 minutes 35 seconds East a distance of 350.00 feet; thence South 1 degree 1 minute 25 seconds East, parallel with said West line a distance of 65.54 feet; thence South 89 degrees 17 minutes 12 seconds West a distance of 350.01 feet to said West line; Except the west 33 feet of the above described property. ATLANTA KUTAK ROCK LLP CHICAGO DENVER SUITE 3400 FAYETTEVILLE 60 SOUTH SIXTH STREET IRVINE KANSAS CITY MINNEAPOLIS, MINNESOTA 55402-4400 LITTLE ROCK LOS ANGELES 612-334-5000 OKLAHOMA CITY FACSIMILE 612-334-5050 OMAHA PHILADELPHIA RICHMOND www.kutakrock.com ROGERS SCOTTSDALE SPOKANE WASHINGTON, D.C. WICHITA TIMOTHY J. KEANE ti mothy.keane@kutakrock.com (612)334-5015 April 24, 2017 VIA EMAIL (mnoble(&shakopeemn. ov) Mark Noble Senior Planner, Planning Division City of Shakopee 129 Holmes Street South Shakopee, MN 55379 Dear Mark: This letter is offered on behalf of the Jackson Town Board relating to the update of the Shakopee/Jackson Orderly Annexation Agreement ("OAA"). The Jackson Town Board received and reviewed the four annexation applications at its meeting of April 11, 2017. The annexation applications were forwarded for approval without comment or objection. The Town Board requested I communicate to the City of Shakopee that Jackson hereby requests that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. Sincerely, Timothy J. Keane cc: Rose Menke, Town Clerk Jackson Town Board of Supervisors 4839-9820-1415.1 C. H+ T OPEE Shakopee City Council May 2, 2017 FROM: Mark Noble TO: Mayor and City Council Subject: Annexation of Property — 12440 Marystown Road Policy/Action Requested: Approve Resolution No. 7872, a resolution approving the annexation of property formerly known as 12440 Marystown Road (P.I.D. # 6-914004-2), and move the adoption. Recommendation: Planning Commission Recommendation The Planning Commission reviewed this application at their April 6, 2017 meeting, and by a 5-0 vote, recommended that the City Council approve the request, as it is generally consistent with the OAA regulations which govern this type of request. Discussion: D.R. Horton and the Eleanor F. Krohn Trust have submitted to the City an application for annexation of property formerly known as 12440 Marystown Road. The parcel in question is a single family residence on approx. 1.4 acres, excluding the adjacent right-of-way. D.R. Horton has recently entered into a purchase agreement for this property for inclusion in their proposed Windermere development, and for additional right-of-way for County Road 15. Per the existing Orderly Annexation Agreement (OAA) between the City and Jackson Township, Sections IL2 & IL4, a land owner with property adjacent to the municipal boundary of the City may petition the City to annex their property in accordance with this agreement. This proposal is consistent with the agreement language, therefore, the applicant submitted the application for review/approval by the City. Additionally, Staff recently received a letter from Timothy J. Keane, on behalf of the Jackson Town Board, regarding a request that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. That letter is attached to this report. Budget Impact• Annexation of this property would minimally increase the tax base of the City. ATTACHMENTS: a Resolution No. 7872 a Exhibit A- Site Map Exhibit B - Legal Description a Jackson Town Board Letter RESOLUTION NO. 7872 A RESOLUTION ANNEXING PROPERTY FROM JACKSON TOWNSHIP PURSUANT TO AN EXISTING ORDERLY ANNEXATION AGREEMENT WHEREAS, the City of Shakopee ("City") and Jackson Township ("Town") entered into a"Joint Resolution for Orderly Annexation between the Town of Jackson& the City of Shakopee", that was filed with the Minnesota Municipal Board on October 11, 2002, accepted by the Municipal Board on November 8, 2002, and which is identified as Docket No. OA-882 ("Orderly Annexation Agreement"); WHEREAS, the entire Town was designated for future annexation under the Orderly Annexation Agreement and the City may annex property from the Town in accordance with the terms and conditions of the Orderly Annexation Agreement; WHEREAS, D.R. Horton and the Eleanor F. Krohn Trust requested that the City annex approximately 1.4 acres of property within the Town as shown on the map attached hereto as Exhibit A and as legally described in the attached Exhibit B ("Annexation Area"); WHEREAS, the Annexation Area encompasses property formerly known as 12440 Marystown Road (P.I.D. #6-914004-2); WHEREAS, the City has notified the Town of the request it received from D.R. Horton and the Eleanor F. Krohn Trust to annex the Annexation Area; WHEREAS, the City finds and determines as follows with respect to the requested annexation of the Annexation Area: a. Under Section II, paragraph 2 of the Orderly Annexation Agreement, "The following standards shall be used to determine adjacency when a property owner, or combination of multiple property owners with contiguous property, initiates annexation of property: A property, or combination of contiguous properties, shall be considered adjacent to the City when fifty (50)linear feet or more of the subject annexation area boundary is shared with the boundary of the City"; 4838570 TJG SH155-377 b. The Annexation Area is almost entirely surrounded by the City's boundary and more than satisfies the minimum 50 lineal feet or more of shared boundary required by the Orderly Annexation Agreement; c. Under Section II, paragraph 4 of the Orderly Annexation Agreement, "Any landowner, or combination of multiple landowners, with property adjacent to the municipal boundary of the City, may petition the City to annex their property in accordance with this Agreement"; d. The City determines that annexing the Annexation Area pursuant to this Resolution is consistent with the terms and conditions of the Orderly Annexation Agreement. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee as follows: 1. The recitals set out above and the exhibits attached hereto are incorporated in and made part of this Resolution. 2. The Annexation Area shown on the attached Exhibit A, and legally described in the attached Exhibit B, is hereby annexed into the municipal boundaries of the City of Shakopee effective upon the issuance of the Chief Administrative Law Judge's order. 3. Pursuant to Minn. Stat. § 414.0325, subd. 1(h) and Section I, paragraph 2 of the Orderly Annexation Agreement, the Chief Administrative Law Judge may review and comment, but shall, within thirty (30) days, order the annexation in accordance with the terms of this Resolution. 4. City staff is authorized and directed to file this Resolution with the Office of Administrative Hearings -Municipal Boundary Adjustments Office (`Boundary Adjustments Office"). 5. In the event the Boundary Adjustments Office identifies any errors, omissions, or other problems with the attached map or legal description, City staff is hereby authorized to make such corrections as may be needed to accomplish the purpose of this Resolution. Adopted in adjourned regular session of the City Council of the City of Shakopee, Minnesota, held this day of , 2017. Mayor of the City of Shakopee ATTEST: Lori Hensen, City Clerk 4838570 TJG SH155-377 D.R. Horton Annexation A.. } 1 - r d 1 i d N. -•j d 4 3 d 1 _ 0 ;x d d S , 4 e � d ;Yff - 1 - 1 s ;t i inch = 188 feet SHAKOPEE March 29,201'7 Map Powered by DataLink EXHIBIT B The property is legally described as follows: The part of the Northeast Quarter of Section 14, Township 115, Range 023, Scott County, Minnesota, described as follows: Commencing at the Southeast corner of said Northeast Quarter; thence North 0 degrees 00 minutes 00 seconds East, assumed basis of bearings, along the East line of said Northeast Quarter, 274.70 feet to the point of beginning of the land herein described; thence South 89 degrees 22 minutes 01 seconds West 441.00 feet; thence North 0 degrees 00 minutes 00 second East 150.00 feet; thence North 89 degrees 22 minutes 01 seconds East 441.00 feet to a point in the East line of said Northeast Quarter; thence South 0 degrees 00 minutes 00 seconds East, along said East line, 150.00 feet to the point of beginning; AND The part of the Northeast Quarter of Section 14, Township 115, Range 023, Scott County, Minnesota, described as follows: Commencing at the Southeast corner of said Northeast Quarter; thence North 0 degrees 00 minutes 00 seconds East, assumed basis of bearings, along the East line of said Northeast Quarter, 424.70 feet to the point of beginning of the land herein described; thence South 89 degrees 22 minutes 01 seconds West 33.00 feet; thence North 0 degrees 00 minutes 00 second East 157.50 feet; thence North 89 degrees 22 minutes 01 seconds East 33.00 feet to a point in the East line of said Northeast Quarter; thence South 0 degrees 00 minutes 00 seconds East, along said East line, 157.50 feet to the point of beginning ATLANTA KUTAK ROCK LLP CHICAGO DENVER SUITE 3400 FAYETTEVILLE 60 SOUTH SIXTH STREET IRVINE KANSAS CITY MINNEAPOLIS, MINNESOTA 55402-4400 LITTLE ROCK LOS ANGELES 612-334-5000 OKLAHOMA CITY FACSIMILE 612-334-5050 OMAHA PHILADELPHIA RICHMOND www.kutakrock.com ROGERS SCOTTSDALE SPOKANE WASHINGTON, D.C. WICHITA TIMOTHY J. KEANE ti mothy.keane@kutakrock.com (612)334-5015 April 24, 2017 VIA EMAIL (mnoble(&shakopeemn. ov) Mark Noble Senior Planner, Planning Division City of Shakopee 129 Holmes Street South Shakopee, MN 55379 Dear Mark: This letter is offered on behalf of the Jackson Town Board relating to the update of the Shakopee/Jackson Orderly Annexation Agreement ("OAA"). The Jackson Town Board received and reviewed the four annexation applications at its meeting of April 11, 2017. The annexation applications were forwarded for approval without comment or objection. The Town Board requested I communicate to the City of Shakopee that Jackson hereby requests that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. Sincerely, Timothy J. Keane cc: Rose Menke, Town Clerk Jackson Town Board of Supervisors 4839-9820-1415.1 D. H+ T OPE Shakopee City Council May 2, 2017 FROM: Mark Noble, Senior Planner TO: Mayor and City Council Subject: Annexation of Property — 12800 Marystown Road Policy/Action Requested: Approve Resolution No. 7873, a resolution approving the annexation of property formerly known as 12800 Marystown Road (P.LD. # 6-030001-0), and move the adoption. Recommendation: Planning Commission Recommendation The Planning Commission reviewed this application at their April 6, 2017 meeting, and by a 5-0 vote, recommended that the City Council approve the request, as it is generally consistent with the OAA regulations which govern this type of request. Discussion: Friendship Baptist Church has submitted to the City an application for annexation of property known as 12800 Marystown Road. The parcel in question is their church, located on approx. 40 acres at the northwest corner of CR 78 & CR 15 (Marystown Road). The Church is looking at future development opportunities for some of their land. Per the existing Orderly Annexation Agreement (OAA) between the City and Jackson Township, Sections IL2 & IL4, a land owner with property adjacent to the municipal boundary of the City may petition the City to annex their property in accordance with this agreement. This proposal is consistent with the agreement language, therefore, the applicant submitted the application for review/approval by the City. Additionally, Staff recently received a letter from Timothy J. Keane, on behalf of the Jackson Town Board, regarding a request that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. That letter is attached to this report. Budget Impact• Annexation of this property would minimally increase the tax base of the City. ATTACHMENTS: a Resolution No.7873 a Exhibit A- Site Map Exhibit B - Legal Description a Jackson Town Board Letter RESOLUTION NO. 7873 A RESOLUTION ANNEXING PROPERTY FROM JACKSON TOWNSHIP PURSUANT TO AN EXISTING ORDERLY ANNEXATION AGREEMENT WHEREAS, the City of Shakopee ("City") and Jackson Township ("Town") entered into a"Joint Resolution for Orderly Annexation between the Town of Jackson& the City of Shakopee", that was filed with the Minnesota Municipal Board on October 11, 2002, accepted by the Municipal Board on November 8, 2002, and which is identified as Docket No. OA-882 ("Orderly Annexation Agreement"); WHEREAS, the entire Town was designated for future annexation under the Orderly Annexation Agreement and the City may annex property from the Town in accordance with the terms and conditions of the Orderly Annexation Agreement; WHEREAS, Friendship Baptist Church requested that the City annex approximately 40 acres of property within the Town as shown on the map attached hereto as Exhibit A and as legally described in the attached Exhibit B ("Annexation Area"); WHEREAS, the Annexation Area encompasses property formerly known as 12800 Marystown Road (P.I.D. # 6-030001-0); WHEREAS, the City has notified the Town of the request it received from Friendship Baptist Church to annex the Annexation Area; WHEREAS, the City finds and determines as follows with respect to the requested annexation of the Annexation Area: a. Under Section II, paragraph 2 of the Orderly Annexation Agreement, "The following standards shall be used to determine adjacency when a property owner, or combination of multiple property owners with contiguous property, initiates annexation of property: A property, or combination of contiguous properties, shall be considered adjacent to the City when fifty (50)linear feet or more of the subject annexation area boundary is shared with the boundary of the City"; 4838570 TJG SH155-377 b. The Annexation Area is almost entirely surrounded by the City's boundary and more than satisfies the minimum 50 lineal feet or more of shared boundary required by the Orderly Annexation Agreement; c. Under Section II, paragraph 4 of the Orderly Annexation Agreement, "Any landowner, or combination of multiple landowners, with property adjacent to the municipal boundary of the City, may petition the City to annex their property in accordance with this Agreement"; d. The City determines that annexing the Annexation Area pursuant to this Resolution is consistent with the terms and conditions of the Orderly Annexation Agreement. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee as follows: 1. The recitals set out above and the exhibits attached hereto are incorporated in and made part of this Resolution. 2. The Annexation Area shown on the attached Exhibit A, and legally described in the attached Exhibit B, is hereby annexed into the municipal boundaries of the City of Shakopee effective upon the issuance of the Chief Administrative Law Judge's order. 3. Pursuant to Minn. Stat. § 414.0325, subd. 1(h) and Section I, paragraph 2 of the Orderly Annexation Agreement, the Chief Administrative Law Judge may review and comment, but shall, within thirty (30) days, order the annexation in accordance with the terms of this Resolution. 4. City staff is authorized and directed to file this Resolution with the Office of Administrative Hearings -Municipal Boundary Adjustments Office (`Boundary Adjustments Office"). 5. In the event the Boundary Adjustments Office identifies any errors, omissions, or other problems with the attached map or legal description, City staff is hereby authorized to make such corrections as may be needed to accomplish the purpose of this Resolution. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this day of , 2017. Mayor of the City of Shakopee ATTEST: Lori Hensen, City Clerk 4838570 TJG SH155-377 Y +-4 ... ------- ---_-_- �I a w f 1� • Exhibit B The properties are legally described as follows: Lot 1, Block 1, FRIENDSHIP CHURCH, Scott County, Minnesota; AND That part of 128th Street public right-of-way located adjacent to the North line of Lot 1, Block 1, FRIENDSHIP CHURCH, Scott County, Minnesota. ATLANTA KUTAK ROCK LLP CHICAGO DENVER SUITE 3400 FAYETTEVILLE 60 SOUTH SIXTH STREET IRVINE KANSAS CITY MINNEAPOLIS, MINNESOTA 55402-4400 LITTLE ROCK LOS ANGELES 612-334-5000 OKLAHOMA CITY FACSIMILE 612-334-5050 OMAHA PHILADELPHIA RICHMOND www.kutakrock.com ROGERS SCOTTSDALE SPOKANE WASHINGTON, D.C. WICHITA TIMOTHY J. KEANE ti mothy.keane@kutakrock.com (612)334-5015 April 24, 2017 VIA EMAIL (mnoble(&shakopeemn. ov) Mark Noble Senior Planner, Planning Division City of Shakopee 129 Holmes Street South Shakopee, MN 55379 Dear Mark: This letter is offered on behalf of the Jackson Town Board relating to the update of the Shakopee/Jackson Orderly Annexation Agreement ("OAA"). The Jackson Town Board received and reviewed the four annexation applications at its meeting of April 11, 2017. The annexation applications were forwarded for approval without comment or objection. The Town Board requested I communicate to the City of Shakopee that Jackson hereby requests that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. Sincerely, Timothy J. Keane cc: Rose Menke, Town Clerk Jackson Town Board of Supervisors 4839-9820-1415.1 E. H+ T OPE Shakopee City Council May 2, 2017 FROM: Mark Noble, Senior Planner TO: Mayor and City Council Subject: Annexation of Property — Hwy. 169 & Hwy. 69 Public Right-of-Way, and City Property Southwest of Town Square Mall Policy/Action Requested: Approve Resolution No. 7874, a resolution approving the annexation of portions of State Highway 169 & County Road 69 right-of-way, and a City owned parcel just south and west of 1212 Shakopee Town Square Mall, and move the adoption. Recommendation: Planning Commission Recommendation The Planning Commission reviewed this application at their April 6, 2017 meeting, and by a 5-0 vote, recommended that the City Council approve the request, as it is generally consistent with the OAA regulations which govern this type of request. Discussion: The City of Shakopee has submitted an application for annexation of portions of State Highway 169 & County Road 69 right-of-way, and a City owned parcel just south and west of 1212 Shakopee Town Square Mall. The property is approx. 98 acres, with the majority of the acreage being public right-of-way, with a small city owned parcel (see attached site maps). Per the existing Orderly Annexation Agreement (OAA) between the City and Jackson Township, Sections IL3 & IL7 allows for the city annexation because the property proposed in this request is either undeveloped or owned by the City, and more than 50% of it is adjacent to and surrounded by the City. Additionally, Staff recently received a letter from Timothy J. Keane, on behalf of the Jackson Town Board, regarding a request that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. That letter is attached to this report. Budget Impact• Minimal impact, as the property is public right-of-way and a city owned parcel. ATTACHMENT S: D Resolution No. 7874 D Exhibit A- Site Map Exhibit B - Legal Description D Site Aerial/Acreage D Jackson town Board Letter RESOLUTION NO. 7874 A RESOLUTION ANNEXING PROPERTY FROM JACKSON TOWNSHIP PURSUANT TO AN EXISTING ORDERLY ANNEXATION AGREEMENT WHEREAS, the City of Shakopee ("City") and Jackson Township ("Town") entered into a"Joint Resolution for Orderly Annexation between the Town of Jackson& the City of Shakopee", that was filed with the Minnesota Municipal Board on October 11, 2002, accepted by the Municipal Board on November 8, 2002, and which is identified as Docket No. OA-882 ("Orderly Annexation Agreement"); WHEREAS, the entire Town was designated for future annexation under the Orderly Annexation Agreement and the City may annex property from the Town in accordance with the terms and conditions of the Orderly Annexation Agreement; WHEREAS, the City proposes the annexation of approximately 98.48 acres of public right-of-way and a city owned parcel within the Town as shown on the map attached hereto as Exhibit A and as legally described in the attached Exhibit B ("Annexation Area"); WHEREAS, the Annexation Area encompasses portions of State Highway 169 and County Road 69 right-of-way and a city owned parcel south and west of 1212 Shakopee Town Square Mall, and no one lives within the Annexation Area; WHEREAS, the City has notified the Town of the request to annex the Annexation Area; WHEREAS, the City finds and determines as follows with respect to the requested annexation of the Annexation Area: a. Under Section II, paragraph 7 of the Orderly Annexation Agreement, the "City may at any time, without a petition of the property owners, annex undeveloped property, or multiple properties, within the Township which are at least fifty (50)percent surrounded by the municipal boundary of the City, based on the perimeter of the entire area to be annexed."; b. The Annexation Area is almost entirely surrounded by the City's boundary and more than satisfies the minimum 50%required by the Orderly Annexation Agreement; 4838570 TJG SH155-377 c. Section II, paragraph 7 of the Orderly Annexation Agreement also indicates that"[l]and which is tax exempt, publicly owned, utilized for utility or transportation purposes, or other similar property shall be considered undeveloped."; d. Because the Annexation Area is tax exempt public right-of-way used for transportation purposes, it is considered "undeveloped property" for the purposes of the Orderly Annexation Agreement and is subject to annexation by the City without an owner petition; e. Under Section III, paragraph 2 of the Orderly Annexation Agreement, "[w]here property is annexed that is publicly owned or is currently exempt from local property taxes, the exemption shall be maintained and no reimbursement shall be required from the City to the Township"; f Because the Annexation Area is not subject to local property taxes, the City is not required to make a payment to the Town as reimbursement for lost property taxes; g. Annexation of the Annexation Area will not cause the City to exceed the 250 acre annual area limit set out in Section IV, paragraph 1 of the Orderly Annexation Agreement; h. Because this annexation is initiated by the City under the Orderly Annexation Agreement and not by owner petition, the utility service notice requirement under Minn. Stat. § 414.0325, subd. la does not apply; and i. The City determines that annexing the Annexation Area pursuant to this Resolution is consistent with the terms and conditions of the Orderly Annexation Agreement. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee as follows: 1. The recitals set out above and the exhibits attached hereto are incorporated in and made part of this Resolution. 2. The Annexation Area shown on the attached Exhibit A, and legally described in the attached Exhibit B, is hereby annexed into the municipal boundaries of the City of Shakopee effective upon the issuance of the Chief Administrative Law Judge's order. 3. Pursuant to Minn. Stat. § 414.0325, subd. 1(h) and Section I, paragraph 2 of the Orderly Annexation Agreement, the Chief Administrative Law Judge may review and comment, but shall, within thirty (30) days, order the annexation in accordance with the terms of this Resolution. 4. The Annexation Area is not subject to local property taxes and, pursuant to the Orderly Annexation Agreement, the City is not required to make any tax reimbursement payment to the Town related to this annexation. 4838570 TJG SH155-377 5. City staff is authorized and directed to file this Resolution with the Office of Administrative Hearings -Municipal Boundary Adjustments Office (`Boundary Adjustments Office"). 6. In the event the Boundary Adjustments Office identifies any errors, omissions, or other problems with the attached map or legal description, City staff is hereby authorized to make such corrections as may be needed to accomplish the purpose of this Resolution. Adopted in adjourned regular session of the City Council of the City of Shakopee, Minnesota, held this day of , 2017. Mayor of the City of Shakopee ATTEST: Lori Hensen, City Clerk 4838570 TJG SH155-377 EXHIBIT A Map of Annexation Area ®� .11 HIM Poo Too ya� I lit, ;l,t 5 c p g$ Mg"s�s' � Illla� A-1 483857v3 TJG SH155-377 EXHIBIT B Legal Description of Annexation Area That part of the Northeast Quarter of the Northeast Quarter of Section 14, Township 115 North, Range 23 West, Scott County, Minnesota, described as follows: Commencing at the northeast corner of said Section 14; thence due south along the east line of said Section 14, a distance of 16.5 feet to the point of beginning of Tract A to be described; thence due west parallel to the north line of said Section 14, a distance of 416 feet; thence due south parallel to the east line of said section, a distance of 208 feet; thence due east parallel to the north line of said section, a distance of 416 feet to a point on the east line of said section; thence due north along the east line of said section, a distance of 208 feet to the point of beginning. TOGETHER WITH That part of the Northeast Quarter, Section 14, Township 115 North, Range 23 West, Scott County, Minnesota, which is denoted and shown as Parcel 49 on Minnesota Department of Transportation Right of Way Plat No. 70-15, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota. TOGETHER WITH The East Half of the Northeast Quarter of Section 14, Township 115 North, Range 23 West, Scott County, Minnesota, described as follows: Beginning at a point on the east line of said Section 14, distant 1254 feet north of the east quarter corner thereof; thence West at right angles 150 feet; thence North at right angles 146 feet; thence East at right angles 150 feet to the east line of said Section 14; thence South to the point of beginning; excepting therefrom the east 33 feet thereof. TOGETHER WITH That part of the East 33.00 feet of the Northeast Quarter, Section 14, Township 115 North, Range 23 West, Scott County, Minnesota, which lies north of the following described line: Beginning at Right of Way Boundary Corner B513 as shown on Minnesota Department of Transportation Right of Way Plat No. 70-15, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota; thence on an azimuth of 268 degrees 29 minutes 48 seconds, along the boundary of said plat, a distance of 33.00 feet to Right of Way Boundary Corner B14, and said line there terminating. EXCEPT that part of the Northeast Quarter of the Northeast Quarter of Section 14, Township 115 North, Range 23 West, Scott County, Minnesota, described as follows: Commencing at the northeast corner of said Section 14; thence due south along the east line of said Section 14, a distance of 16.5 feet to the point of beginning of Tract A to be described; thence due west parallel to the north line of said Section 14, a distance of 416 feet; thence due south parallel to the east line of said section, a distance of 208 feet; thence due east parallel to the north line of said section, a distance of 416 feet to a point on the east line of said section; thence due north along the east line of said section, a distance of 208 feet to the point of beginning. B-1 483857v3 TJG SH155-377 TOGETHER WITH The Northwest Quarter of the Northwest Quarter of Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, excepting therefrom the south 7 rods thereof; also excepting therefrom that part described as follows: Beginning at a point on the west line of said Section 13, distant 685.6 feet south of the northwest corner thereof; thence run south along said west section line for 320 feet; thence east at right angles to said west line for 207.65 feet; thence north at right angles for 320 feet; thence west at right angles for 207.65 feet to the point of beginning; and also excepting therefrom that part of the Northwest Quarter of the Northwest Quarter of Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, described as follows: Beginning at Right of Way Boundary Corner B27 as shown on Minnesota Department of Transportation Right of Way Plat Numbered 70-2 as the same is on file and of record in the Office of the County Recorder in and for said county; thence southerly on an azimuth of 179 degrees 05 minutes 21 seconds along the boundary of said Plat No. 70-2 for 702.84 feet to Right of Way Boundary Corner B28; thence on an azimuth of 273 degrees 02 minutes 06 seconds along the boundary of said plat for 1259.46 feet; thence northerly for 163.12 feet on a non-tangential curve, concave to the east, having a radius of 2764.80 feet, a delta angle of 03 degrees 22 minutes 49 seconds and a chord azimuth of 04 degrees 15 minutes 44 seconds; thence on tangent to said curve on an azimuth of 05 degrees 57 minutes 09 seconds for 114.91 feet; thence on an azimuth of 95 degrees 57 minutes 10 seconds for 526.36 feet; thence on an azimuth of 59 degrees 22 minutes 42 seconds for 812.22 feet to the point of beginning. TOGETHER WITH That part contained within the following described tract: Beginning at a point on the west line of said Section 13, distant 685.6 feet south of the northwest corner thereof; thence run south along said west section line for 320 feet; thence east at right angles to said west line for 207.65 feet; thence north at right angles for 320 feet; thence west at right angles for 207.65 feet to the point of beginning. TOGETHER WITH That part of the Northeast Quarter of the Northwest Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which is denoted and shown as Parcel 51B on Minnesota Department of Transportation Right of Way Plat No. 70-2, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota. TOGETHER WITH That part of the Northeast Quarter of the Northwest Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which is denoted and shown as Parcel 52 on Minnesota Department of Transportation Right of Way Plat No. 70-2, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota. TOGETHER WITH That part of the East Half of the Northwest Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which is denoted and shown as Parcel 52A on Minnesota Department of Transportation Right of Way Plat No. 70-2, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota. B-2 4838570 TJG SH155-377 TOGETHER WITH The East 33.00 feet of the Northeast Quarter of the Northwest Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota. TOGETHER WITH That part of the East 33.00 feet of the Southeast Quarter of the Northwest Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which lies north of the following described line: Beginning at Right of Way Boundary Corner B219 as shown on Minnesota Department of Transportation Right of Way Plat No. 70-2, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota; thence on an azimuth of 269 degrees 39 minutes 52 seconds, along the boundary of said plat, a distance of 33.00 feet to Right of Way Boundary Corner B20, and said line there terminating. TOGETHER WITH That part of the Northwest Quarter of the Northeast Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which is denoted and shown as Parcel 51B on Minnesota Department of Transportation Right of Way Plat No. 70-3, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota. TOGETHER WITH That part of the Southwest Quarter of the Northeast Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which is denoted and shown as Parcel 49 on Minnesota Department of Transportation Right of Way Plat No. 70-20, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota. TOGETHER WITH The West 33.00 feet of the Northwest Quarter of the Northeast Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota. TOGETHER WITH That part of the West 33.00 feet of the Southwest Quarter of the Northeast Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which lies north of the following described line: Beginning at Right of Way Boundary Corner B219 as shown on Minnesota Department of Transportation Right of Way Plat No. 70-20, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota; thence on an azimuth of 89 degrees 39 minutes 52 seconds, along the boundary of said plat, a distance of 50.00 feet to Right of Way Boundary Corner B28, and said line there terminating. B-3 483857v3 TJG SH155-377 TOGETHER WITH That part of the Northeast Quarter of the Northeast Quarter, Section 13, Township 115 North, Range 23 West, Scott County, Minnesota, which is denoted and shown as Parcel 49 on Minnesota Department of Transportation Right of Way Plat No. 70-20, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota, and which lies northerly, westerly, and northerly of the following described line: Beginning at Right of Way Boundary Corner B23 as shown on Minnesota Department of Transportation Right of Way Plat No. 70-20, according to the record plat thereof, on file in the Office of the County Recorder, Scott County, Minnesota; thence westerly a distance of 861.14 feet along the boundary of said plat being a non-tangential curve concave to the north, having a radius of 11609.16 feet, a delta angle of 04 degrees 15 minutes 00 seconds and a chord azimuth of 266 degrees 11 minutes 52 seconds to Right of Way Boundary Corner B64; thence on an azimuth of 250 degrees 31 minutes 19 seconds, along the boundary of said plat, a distance of 160.29 feet to Right of Way Boundary Corner B65; thence on an azimuth of 179 degrees 04 minutes 22 seconds, along the boundary of said plat, a distance of 160.00 feet to Right of Way Boundary Corner B66; thence on an azimuth of 269 degrees 24 minutes 02 seconds, along the boundary of said plat, a distance of 135.24 feet to Right of Way Boundary Corner B67 and said line there terminating. TOGETHER WITH The West 33.00 feet of the following described property: That part of the Southwest Quarter of the Northwest Quarter of Section 13, Township 115, Range 23, Scott County, Minnesota described as follows; Commencing at the Northwest corner of said Southwest Quarter of the Northwest Quarter, thence southerly along the west line thereof a distance of 207.26 feet to the point of beginning, thence easterly at right angles a distance of 350.00 feet; thence southerly at right angles a distance of 350.00 feet; thence westerly at right angles a distance of 350.00 feet to said west line; thence northerly along said west line a distance of 350.00 feet to the point of beginning. TOGETHER WITH The West 33.00 feet of the following described property: That part of the Southwest Quarter of the Northwest Quarter of Section 13, Township 115, Range 23, Scott County, Minnesota described as follows; Beginning at a point on the west line of said Southwest Quarter of the Northwest Quarter 719.36 feet north of the southwest corner thereof; thence North 1 degree 1 minute 25 seconds West, assumed basis for bearings, along said West line, 63.64 feet; thence North 88 degrees 58 minutes 35 seconds East a distance of 350.00 feet; thence South 1 degree 1 minute 25 seconds East, parallel with said West line a distance of 65.54 feet; thence South 89 degrees 17 minutes 12 seconds West a distance of 350.01 feet to said West line. B-4 4838570 TJG SH155-377 t � r �* s y- •o '� I} r VW l,y N A � f, LM y4l v NINEt Disclaimer_Map and parcel data are believed to be accurate,but accuracy is not guaranteed_ This is not a legal Map Scale document and should not be substituted fora title search avpraisat,survey,or for zoning verification- 1 inch=950 feet 3/31/2017 7' http://gis.co.scoffx.im p g_.mn.us/ScottGIS2.0/WebForms/Print.as htt :// is.co.scott.mn.us/... 3/31/2017 p g Exhibit B The properties are legally described as follows: That part of County Road 69 public right-of-way, extending south from the north line of the West half of the Northeast Quarter of Section 11, Township 115, Range 23 (@ the Northwest corner of Outlot A, LONG VIEW ESTATES 1sT ADDITION, Scott County, Minnesota; to the intersection with the centerline of U.S. Highway 169; Except for Bonnevista Drive public right- of-way; AND Beginning at the East line of MnDOT Right-of-Way Plat#70-16, thence following the south line of said MnDot Right-of-Way Plat to the West line of said MnDOT Right-of-Way Plat#70-16 (U.S. Highway 169), adjacent to MnDOT Right-of-Way Plat#70-17; thence north to the centerline of U.S. Highway 169; thence east along said centerline to the East line of MnDOT Right-of-Way Plat#70-16, thence south to the point of beginning; AND Lots 1-4, Block 1, Lots 1-4, Block 2, DAVIES FIRST ADDITION, Scott County, Minnesota;; AND Lots 1-4, Block 1, Lots 1-8, Block 2, and Lots 1-4, Block 3, DAVIES SECOND ADDITION, Scott County, Minnesota; And Part of the Northwest Quarter of the Southwest Quarter of Section 11, Township 115, Range 23, Scott County, Minnesota, commencing at the intersection of the north line and Southeast of Highway 169 Right-of-Way, thence 244.30 feet to the point of beginning, thence Southeast 400.00 feet, thence Southwest 376.25 feet, thence Northwest 400.00 feet, thence Northeast 376.25 feet to the point of beginning. _T c *. a , " x _`� �►`jyy,,,e p,d.,xsh...;' µ�A �.��,. :aYr• .f- .ir 1 y4 'yi f H I �1 + tiU y 1. 1 f' I i � Til — 4y� !-_ t • /`. ItjJi�11 mqumlr IIT i� t ' — T- ATLANTA KUTAK ROCK LLP CHICAGO DENVER SUITE 3400 FAYETTEVILLE 60 SOUTH SIXTH STREET IRVINE KANSAS CITY MINNEAPOLIS, MINNESOTA 55402-4400 LITTLE ROCK LOS ANGELES 612-334-5000 OKLAHOMA CITY FACSIMILE 612-334-5050 OMAHA PHILADELPHIA RICHMOND www.kutakrock.com ROGERS SCOTTSDALE SPOKANE WASHINGTON, D.C. WICHITA TIMOTHY J. KEANE ti mothy.keane@kutakrock.com (612)334-5015 April 24, 2017 VIA EMAIL (mnoble(&shakopeemn. ov) Mark Noble Senior Planner, Planning Division City of Shakopee 129 Holmes Street South Shakopee, MN 55379 Dear Mark: This letter is offered on behalf of the Jackson Town Board relating to the update of the Shakopee/Jackson Orderly Annexation Agreement ("OAA"). The Jackson Town Board received and reviewed the four annexation applications at its meeting of April 11, 2017. The annexation applications were forwarded for approval without comment or objection. The Town Board requested I communicate to the City of Shakopee that Jackson hereby requests that no additional annexation applications be processed under the existing OAA until the updated OAA is complete. Sincerely, Timothy J. Keane cc: Rose Menke, Town Clerk Jackson Town Board of Supervisors 4839-9820-1415.1 A.I. H+ T OPF.F Shakopee City Council May 2, 2017 FROM: Michael Kerski TO: Mayor and City Council Subject: Grant Agreement Modification and Approval of Loan Documents Res. No. 7879 Policy/Action Requested: Authorize Res. No. 7879, A Resolution Approving the Loan of a Minnesota Investment Fund Grant to Anchor Glass Container Corporation and the Execution of the Related Documents along with the modification of the Grant Agreement dated February 23, 2017. Recommendation: Staff recommends authorization of the proposed Loan Documents along with the modification of the Grant Agreement. Discussion: On February 21, 2017, Council authorized the execution of a Grant Agreement with the Minnesota Department of Employment and Economic Development (DEED). The original language read as follows: 4.3 Docunwntatioit The following information must be submitted and approved by the State before funds will be released: a. Loan Documents. Minnesota Investment Fund Loan Agreement, promissory note, amortization schedule, corporate guaranty of parent company, security agreement, and evidence of security UCC filings. Anchor Glass is using the MIF funds to re-brick their built in oven. This oven can not be removed from the property and it does not contain a serial number, therefore a UCC is not applicable. Staff is now asking Council to approve the following modification to this agreement removing the requirement of the UCC and security agreement. Below is a marked-up version of how the language will read: 4.3 Documentation The following information must be submitted and approved by the State before funds will be released: a. Loan Documents. Minnesota Investment Fund Loan Agreement, promissory note, amortization schedule, and corporate guaranty of parent company_, , DEED is in the process of amending this document and will send over the appropriate documentation for signature. Council is also being asked to authorized the execution of the Loan Agreement, Promissory Note and Loan Guaranty for Anchor Glass as modified. Budget Impact• There is no additional budgetary impact as these are State of Minnesota funds. ATTACEMENTS: D Grant Agreement D Loan Agreement D Loan Guaranty a Promissory Note a Res. No. 7879 ----------------------- STATE OF MINNESOTA GRANT CONTRACT DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT ECONOMIC DEVELOPMENT DIVISION Minnesota Investment Fund Grant Contract CDAP-16-0018-H-FY17 $400,000 City of Shakopee Anchor Glass Container Corporation This Grant Contract is between the State of Minnesota,acting through the Department of Employment and Economic Development, Economic Development Division, 332 Minnesota St., Suite E200, St. Paul, MN 55101 ("STATE")and City of Shakopee, 129 Holmes Street S., Shakopee, MN 55379("GRANTEE"). Recitals 1. Under Minn.Stat. §116J.993 and 116J.994 which established the guidelines for providing business subsidies, and 116J.8731, which established the Minnesota Investment Fund, the State is empowered to enter into this Grant Contract. 2. The State is in need of local government to administer financial assistance to eligible projects in accordance with Minn. Stat. § 116J.8731 Minnesota Investment Fund; Minnesota Rules Chapter 4300;and policies and procedures developed by the State. 3. The Grantee represents that it duly qualified and agrees to perform all services described in this Grant Contract to the satisfaction of the State. 4. The Grantee and State are entering into this Grant Contract for public purposes that include the creation or retention of jobs that pay quality wages,the enhancement of economic growth in the State of Minnesota and the expansion of the tax base of the local community where the business will locate or expand. Defined Terms Defined terms. As used in this Grant Contract,the following terms shall have the meanings set out respectively after such term (the meanings to be equally applicable to both the singular and plural forms of the terms defined), unless the context specifically indicates otherwise: i "Application" means the Grantee's application to the State for a Minnesota Investment Fund award for the purpose of providing a loan to Anchor Glass Container Corporation ("BORROWER"). "Benefit Date" means the date equipment financed through a Minnesota Investment Fund loan is fully operational or the date a building certificate of occupancy is issued for real property financed through a Minnesota Investment Fund loan. "Compliance Date" is the date two years from the Benefit Date at which job creation/retention and wage goals by the Borrower must be completed or maintained. Rev.May 2016 1 "Full-Time Equivalent(FTE)" is one or more people working a sum of 2,080 hours in a calendar year. "Loan Agreement" is a document between the Grantee and Borrower defining the terms and conditions of the Loan. 1. Term of Agreement 1.1 Effective Date: November 16,2016 Per Minn. Stat. §168.98 subd.5 and Minn. Stat. §168.98 subd. 7, no payments will be made to the Grantee until this Grant Contract is fully executed. 1.2 Benefit Date: May 30,2017 1.3 Compliance Date: May 30,2019 1.4 Expiration Date: August 30, 2019 1.5 Survival of Terms. The following clauses survive the expiration or cancellation of this Grant Contract: 8. Liability; 9. State Audits; 10. Government Data Practices; 12. Publicity and Endorsement; 13. Governing Law,Jurisdiction and Venue; 15. Data Disclosure; and Exhibit A 4. Repayments. 2. Grantee's Duties The Grantee,who is not a State employee,will: 2.1 Perform the duties specified in Exhibit A which is attached and incorporated into this Grant Contract. 2.2 Include in any contract and sub-grant, including the Loan Agreement with the Borrower, in addition to provisions that define a sound and complete agreement, such provisions that require contractors, sub-grantees and the Borrower to comply with applicable state and federal laws. 2.3 Ensure that all contractors and subcontractors performing work covered by this Grant are paid for their work that is satisfactorily completed. 2.4 Grantee shall make all reasonable efforts to collect and shall bear all costs associated with monitoring,servicing, reporting, and enforcing the terms of the Loan Agreement. 3. Time The Grantee must comply with all of the time requirements described in this Grant Contract. In the performance of this Grant,time is of the essence. 4. Consideration of payment 4.1 Consideration.The State will pay the Grantee under this Grant Contract as follows: a) Compensation. The Grantee will be reimbursed according to the approved Budget contained in Exhibit B,which is attached and incorporated into this Grant Contract. b) Total Obligation. The total obligation of the State for all compensation and reimbursement to the Grantee under this Grant Contract will not exceed$400,000. 4.2 Payment Request.The State will disburse funds to the Grantee pursuant to this Grant Contract, based upon payment requests submitted by the Grantee and reviewed and approved by the State. Payment requests must be accompanied by supporting invoices that relate to the Rev.May 2016 2 C activities in the approved budget and the documentation detailed in Section 4.3 of this Grant Contract. The State will provide payment request forms. If the Grantee has received invoices from the Borrower for expenditures made after Effective Date of this Grant Contract but before the Grant is closed or until all funds are disbursed, whichever is earlier, the Grantee shall submit those invoices to the State for review and approval no later than 25 days after the end date of the state fiscal year of June 30th. To ensure that all funds are drawn down by the expiration date of the Grant Contract, all Grantee payment requests must be received by the State at least 30 days prior to the Expiration Date. t 4.3 Documentation. The following information must be submitted and approved by the State before funds will be released: a) Loan Documents. Minnesota Investment Fund Loan Agreement, promissory note, amortization schedule, corporate guaranty of parent company, security agreement, and evidence of security UCC filings. b) Lender Documents. Documentation that participating lenders and or equity injections have closed on their financing: 1) Forgivable loan of$65,000 from the city of Shakopee 2) Evidence of equity injection in the amount of$15,800,000 c) Invoices. Invoices or other documentation as approved by DEED Loan Officer for $800,000 in equipment costs and evidence of expenditure of$15,000,000 in leverage costs. Funds will be released on a cost-sharing ratio of 3% Grant funds to 97% other funds. At least 75% of project costs must be expended or committed prior to request for reimbursement of MIF funds unless other mitigating factors are present. d) Eligible Costs. Eligible costs include the costs identified in Exhibit B of this Grant Contract that are incurred during the contract period. 5. Conditions of Payment. All services provided by the Grantee under this Grant Contract must be performed to the State's satisfaction, as determined at the sole discretion of the State's Authorized Representative and in accordance with all applicable federal,state and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal,state or local law. The State will not authorize disbursement of funds if there has been any adverse change in the Borrower's financial condition, organization, operations, or their ability to repay the project financing. 6. Authorized Representative. The State's Authorized Representative is Lisa Dargis, Loan Officer, 11t National Bank Building,332 Minnesota Street,Suite E200, St. Paul, MN 55101,651-259-7446, lisa.dargis@state.mn.us,or his/her successor,and has the responsibility to monitor the Grantee's performance and the authority to accept the services provided under this Grant Contract. If the services are satisfactory,the State's Authorized Representative will certify acceptance on each payment request form submitted for payment. The Grantee's Authorized Representative is Samantha DiMaggio, Economic Development Coordinator, 129 Holmes Street S., Shakopee, MN 55379, 952-233-9317, j sdimaggio@shakopeemn.gov,or his/her successor. If the Grantee's Authorized Representative changes at any time during this Grant Contract,the Grantee must immediately notify the State. j i Rev.May 2016 3 7. Assignment,Amendments,Waiver,and Grant Contract Complete 7.1 Assignment. The Grantee shall neither assign nor transfer any rights or obligations under this Grant Contract without the prior written consent of the State, approved by the same parties who executed and approved this Grant Contract,or their successors in office. 7.2 Amendments. Any amendment to this Grant Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Grant Contract,or their successors in office. 7.3 Waiver. If the State fails to enforce any provision of this Grant Contract,that failure does not waive the provision or the State's right to enforce it. 7.4 Grant Contract Complete. This Grant Contract contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this Grant Contract, whether written or oral,may be used to bind either party. Where provisions of the Application are inconsistent with the other provisions of this Grant Contract, the other provisions of this Grant Contract will take precedence over the provisions of the Application. 8. Liability Subject to the provisions and limitations of Minn. Stat. §466,the Grantee must indemnify,save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney's fees incurred by the State, arising from the performance of this Grant Contract by the Grantee or the Grantee's agents or employees. This Clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this Grant Contract. 9. State Audit Under Minn. Stat. § 166.98, Subd.8, the Grantee's books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this Grant Contract or transaction are subject to examination by the State and/orthe State Auditor or Legislative Auditor, as appropriate,for a minimum of seven (7)years from the end of this Grant Contract, receipt and approval of all final reports,orthe required period of time to satisfy all state and program retention requirements,whichever is later. 10. Government Data Practices 10.1 Government Data Practices. The Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. §Ch. 13,as it applies to all data provided by the State under this Grant Contract, as it applies to all data created, collected, received, stored, used, maintained,or disseminated by the Grantee under this Grant Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of data referred to in this Clause by either the Grantee or the State. If the Grantee receives a request to release the data referred to in this Clause,the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee's response to the request shall comply with all applicable law. 11. Workers'Compensation The Grantee certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers' compensation insurance coverage. The Grantee's employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers' Rev.May 2016 4 Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State's obligation or responsibility. 12. Publicity and Endorsement 12.1 Publicity. Any publicity regarding the subject matter of this Grant Contract must identify the State as the sponsoring agency. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications,or services provided resulting from this Grant Contract. 12.2 Endorsement. The Grantee and the Borrower must not claim that the State endorses its products or services. 13. Governing Law,Jurisdiction,and Venue Minnesota law,without regard to its choice-of-law provisions,governs this Grant Contract. Venue for all legal proceedings out of this Grant Contract, or its breach, must be in the appropriate state court with competent jurisdiction in Ramsey County, Minnesota. 14. Termination 14.1 Termination by the State. The State may immediately terminate this Grant Contract with or without cause, upon 30 days' written notice to the Grantee. Upon termination, the Grantee will be entitled to payment,determined on a pro-rata basis for approved costs incurred. 14.2 Termination for Cause. The State may immediately terminate this Grant Contract if the State finds that there has been a failure to comply with the provisions of the Grant Contract, legal documents required for disbursement have not been executed within 90 days of execution of this Grant Contract,that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled. The State may take action to protect the interests of the State of Minnesota, including the refusal to distribute additional funds and requiring the return of all or part of the funds already disbursed. 14.3 Termination for Insufficient Funding. The State may immediately terminate this Grant Contract if: a) It does not obtain funding from the Minnesota Legislature; b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or electronic notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However,the Grantee will be entitled to payment determined on a pro- rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the contract is terminated because of the decision of the Minnesota Legislature,or other funding source, not to appropriate funds. The State must provide the Grantee notice of lack of funding within a reasonable time of the State's receiving that notice. 15. Data Disclosure Under Minn. Stat. § 270C.65, subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state Rev.May 2016 5 agencies and state personnel involved with the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any. Other Provisions 16. Conflict of Interest The STATE will take steps to prevent individual and organizational conflicts of interest in reference to Grantees per Minn.Stat.§166.98 and Department of Administration, Office of Grants Management, Policy Number 08-01 Conflict of Interest Policy for State Grant-Making. When a conflict of interest concerning State grant-making is suspected, disclosed, or discovered,transparency shall be the guiding principle in addressing it. Organizational conflicts of interest occur when: • a Grantee is unable or potentially unable to render impartial assistance or advice to the State due to competing duties or loyalties. • a Grantee's objectivity in carrying out the grant is or might be otherwise impaired due to competing duties or loyalties. • a Grantee has an unfair competitive advantage through being furnished unauthorized proprietary information or source selection information that is not available to all competitors. Organizational conflicts include any individual part of the Grantee. Individual conflicts of interest occur when: • a Grantee uses his/her status or position to obtain special advantage, benefit, or access to the Grantee's time, services, facilities, equipment, supplies, badge, uniform, prestige, or influence. • a State employee is an employee or board member of a Grantee that is an immediate family member of an owner, employee or board member of the Grantee. The State and the Grantee must act immediately upon any suggestion, inquiry, or intimation that an individual or organizational conflict of interest exists at any point in the grant process. Steps must be taken to identify and avoid or mitigate any potential conflicts. The conflict of interest guidelines continue throughout the life of the grant agreement. The GRANTEE must complete and submit a Conflict of Interest Disclosure Form indicating whether or not a perceived, potential, or actual conflict of interest exists. If the GRANTEE identifies an actual, potential or perceived conflict of interest on the form,the GRANTEE must identify and submit its conflict of interest avoidance or mitigation plan. The STATE will review the form and the GRANTEE's individual or organizational conflict of interest avoidance or mitigation plan and other relevant facts, if needed, to determine if an actual, potential or perceived conflict of interest exists, as defined by policy or other relevant law. If it does,the STATE will pursue appropriate actions to mitigate,neutralize,or avoid the potential, perceived or actual individual or organizational conflicts of interest.These may include,but not be limited to,termination of the grant agreement;disqualification from future State grant awards, if it is Rev.May 2016 6 I, determined that it improperly failed to disclose a known individual or organizational conflict of interest or misrepresented information regarding such conflict; revising the GRANTEE's duties so that the conflict is mitigated; allowing the GRANTEE to propose the exclusion of task areas that create a conflict, if appropriate; allowing the individual with the conflict to be removed from taking any actions in relation to the grant agreement. In cases where a perceived, potential,or actual individual or organizational conflict of interest is suspected, disclosed, or discovered by the GRANTEE throughout the life of the grant agreement, they must immediately notify STATE for appropriate action steps to be taken, as defined above. Grantee is responsible for enforcement of this conflict of interest provision for any and all sub- grantees/sub-recipients of funding under this grant agreement. When a grantee gives funds to any sub-grantees or sub-recipients, DEED's conflict of interest requirements must be included in the grant agreements with any and all sub-grantees or sub-recipients and with all additional tiers of sub-grantees or sub-recipients. All of the above provisions apply to any sub- grantees and applicable language must be included in the grantee/sub-grantee agreements. 17. Successors and Assignees This Grant Contract shall be binding upon any successors or assignees of the parties. 18. Minnesota Business Subsidy Law This Grant Contract must comply with the Minnesota Business Subsidy Law, Minn. Stat §§ 116J.993-116J.995 as applicable. 19. Affirmative Action The Grantee is encouraged to prepare and implement an affirmative action plan for the employment of minority persons,women, and the qualified disabled. 20. Discrimination on Account of Race,Creed,or Color The provisions of Minn.Stat. § 181.59 and any successor statutes,which relate to civil rights and discrimination,shall be considered a part of this Agreement as though wholly set forth herein and the Borrower shall comply with each such provision throughout the term of this Agreement. Rev.May 2016 7 1. STATE ENCUMBRANCE VERIFICATION 3. STATE AGENCY Individual certifies that funds have been encumbered as required by Minn.Stat. §§16A.15 and 16C.05. Signed: (�- 1 By: (with delegated authority) Date: 11/30/2016 Title: Deputy Commissioner Date: 02-23-17 SWIFT Contract No. 118164//30 No. 3000278039 PR 24840 2. GRANTEE The Grantee certifies that the appropriate person(s)have executed the grant contract on behalf of the Grantee as rtud by applicable articles,bylaws,resolutions,or oB TRIA o Date: h By: Title: Date: Distribution: Agency Grantee State's Authorized Representative—Photo Copy Rev.May 2016 8 I EXHIBIT A GRANTEE DUTIES The Grantee,who is not a State employee,will, i 1. Administer the project in accordance with the requirements of the Minnesota Investment Fund Program, Minn. Stat. § 116J.8731; Minn. Rules,Chapter 4300;and policies and procedures developed by the State. 2. Enter into a Loan Agreement with the Borrower for$400,000,("LOAN")and assure the following conditions are included in such Loan Agreement: 2.1 Conditions a) Loan Term:2 years b) Interest Rate:3% c) Collateral: 1St position on equipment and/or fixtures d) The corporate guaranty of Glass Container Acquisition, LLC is required. 2.2 Job Creation and Wages I a) The Borrower identified 280 full time equivalent(FTE) base jobs that must be maintained through the Compliance Date. b) The Borrower will retain 280 permanent non-contract FTE jobs,all paying at least$20.39 per hour or more in cash wages,exclusive of benefits,and$21.57 per hour including Benefits on the Compliance Date. Benefits are defined as one or more of the following: health, dental, life and disability insurance, retirement program and profit sharing paid by the Borrower. c) If the Borrower fails to meet the job retention goal and wage level commitments on the Compliance Date,the Grantee may,after holding a public hearing,extend the grant period for one year from the Compliance Date,after approval by the State. If,after the extension, the Borrower fails to meet the job retention goal and wage level commitment, the Borrower will be required to repay the Grantee all or a proportional share of the Loan funds on an accelerated term, and loan forgiveness will be reduced at a rate of$13,333 per job not retained. d) In the event that no jobs are retained by the Borrower on the Compliance Date,the Grantee will be required to return all loan funds to the State. 2.3 Payment of Prevailing Wages to Contractors Minn. Stat. § 116J.871 applies if a business receives$500,000 or more in State loan funds and the State funds are used for construction, installation (including equipment), remodeling and repairs. 2.4 Surety Deposits Required for Construction Contracts Minn. Stat. §290.9705, pertains to foreign corporations that perform construction work in Minnesota and applies if state funds are used for construction. 2.5 Job Listing Agreement Rev.May 2016 9 Minn. Stat. § 1161L.66,subd. 1, applies when a business or private enterprise receives $200,000 or more per year in funds from the State. When applicable,the business or private enterprise shall agree to enter into a Job Listing Agreement with the MN Department of Employment and Economic Development. 2.6 Loan Forgiveness If the job retention goals and wage level commitments detailed in Sections 2.2 in Exhibit A of this Agreement are met on the Compliance Date,the Loan will be forgiven. 3. Require the Grantee's attorney to review the loan agreement, promissory note,security agreement,guaranty and/or other documents, if any,considered necessary to secure the loan to ensure they are valid, binding and enforceable. 4. If applicable, retain 40%of each principal and interest payment made by the Borrower, up to $100,000. Repay to the State 60%of each principal and interest payment made by the Borrower until the Grantee has received$100,000 in repayments. Once the Grantee has received$100,000 in repayments,the Grantee will repay the State 100%of every payment on the loan until paid in full. In the event the loan is not paid in full, principal and interest the Grantee retains will be reduced proportionally and returned to the State. 5. The Grantee will establish and maintain a revolving loan fund (RLF) consistent with the requirements 2. In the Recitals section of this Grant Contract and State RLF Guidelines published by DEED. The Grantee must retain financial control and decision making authority regarding the use of repayments from the loan. Upon approval by the State,the Grantee may loan or grant money from its RLF to a regional development commission,or other regional entity,or statewide community capital fund to capitalize or to provide the local match required for capitalization of a regional or statewide RLF. 6. Reporting a) Minnesota Investment Fund Annual Progress Reports 1) Submit to the State annual progress reports on forms provided by the State until the project goals have been met or until the Compliance Date,whichever is later. These reports must be submitted January 25"of each year for the period ending December 31,for as long as the project remains open. A final Progress Report is required within 25 days of the Compliance Date. 2) The final report must be submitted no later than 25 days after the Compliance Date. 3) The State,at its discretion, may require the submittal of additional progress reports. 4) Information required in these reports may include, but is not limited to the following: • Permanent jobs created • Hourly base wage • Date of hire •Job titles • Hourly value of benefits • Benefits provided • Project expenditures • Status of project • Status of payments • Payroll Report b) Minnesota Business Assistance Form (MBAF) Reports 1) Submit to the MN Department of Employment and Economic Development,Office of Economic Analysis, no later than April 1St of each year until the project goals have Rev.May 2016 10 i been met. 7. Keep financial records, including properly executed contracts, invoices, receipts,vouchers,and other documents sufficient to evidence in proper detail the nature and propriety of the expenditures made pursuant to this Grant Contract. Accounting methods must be in accordance with generally accepted accounting principles. 8. Complete the project in accordance with the approved budget within the time frames specified in this Grant Contract. 9. Promptly notify the State of any proposed material change in the scope of the project, budget or completion date,which must be approved by the State, prior to implementation. 10. Have on file the necessary documentations to show that all project funds have been used for the items stated in the application. i Rev.May 2016 11 Exhibit B Approved Budget Use of Funds MIF Bank Equity City Other Total Property Acquisition $0 Site Improvement $0 Building Renovation $0 Construction $0 Machinery&Equip. $400,000 $15,843,397 $65,000 $16,308,397 Roads $0 Water $0 Sewer(Sanitation) $0 Other $0 Total $400,0001 $0 $15,843,3971 $65,000 $0 $16,308,397 Rev.May 2016 12 LOAN AGREEMENT MINNESOTA INVESTMENT FUND THIS LOAN AGREEMENT is made and entered into as the day of , 2017 (the "Loan Agreement") by and between the CITY OF SHAKOPEE, MINNESOTA, a municipal corporation under the laws of the state of Minnesota (the "Lender"), and ANCHOR GLASS CONTAINER CORPORATION,a Delaware corporation(the`Borrower"); Recitals 1. The Lender has applied to the Minnesota Department of Employment and Economic Development for a Minnesota Investment Fund Grant (the "MIF Grant") pursuant to an application(the"Grant Application") and received approval for said grant; and 2. Grant Contract Number CDAP-16-0018-H-FY17 (the "Grant Contract") between the Minnesota Department of Employment and Economic Development (the "State") and the Lender has been executed and requires that the Borrower provide sufficient funds to complete financing and agree to loan terms with the Lender regarding the MIF Grant; and 3. The Lender has approved a loan to the Borrower under the same terms as the MIF Grant in the amount of$65,000 from the Lender's Revolving Loan Fund; and 4. The parties hereto agree to incorporate into this Loan Agreement by reference the Grant Application and Grant Contract; and 5. Borrower and Lender wish to set forth the terms and conditions upon which Lender will make the Loan to Borrower and for the repayment thereof. NOW THEREFORE,it is agreed by and between the parties hereto as follows: ARTICLE 1 Definitions Section I.I. Definitions. hi this Loan Agreement, unless a different meaning clearly appears from the context: "Benefit Date" means the earlier of the date equipment financed through a Minnesota Investment Fund loan is fully operational,or May 30,2017. "Benefit" is defined as one or more of the following non-mandated compensation items paid by the Borrower on behalf of employees: health, dental, life and disability insurance, retirement program or profit-sharing. "City"means the City of Shakopee,Minnesota. "City Loan"means the loan from the Lender to the Borrower in an amount not to exceed $65,000. "County"means Scott County. "Compliance Date"means the date that is two(2)years after the Benefit Date. 1 Error!Bookmark not defined. "Development Property"means the real property described in Exhibit A attached. "Expiration Date"means three months after the Compliance Date. "Equipment" means the equipment purchased by the Borrower with the Loan Proceeds and described in Exhibit B attached. "Facility" means the office and manufacturing building on the Development Property used by the Borrower as its manufacturing plant in Minnesota. "Full-Time Equivalent (FTE)" means one or more people working a sum of 2,080 hours in a calendar year. "Goals"means the goals set forth in Section 8.1. "Grant Contract" means Minnesota Department of Employment and Economic Development Grant Contract#CDAP-16-0018-H-FY17 and attached as Exhibit C. "Guaranty" means the Guaranty Agreement of even date herewith from to the Lender. "Initial Disbursement Date" means the date of the first disbursement of any loan proceeds by the Lender to the Borrower. "Jobs" means the permanent, full time equivalent, non-contract, non-seasonal jobs to be retained by the Borrower. "Jurisdiction"means within the corporate boundaries of the Lender. "Loan"means the funds loaned by the Lender to the Borrower pursuant to this Loan Agreement. "Loan Documents"means this Loan Agreement,the Promissory Note and the Guaranty. "Loan Proceeds" means the proceeds of the MIF Loan and the City Loan disbursed to the Borrower pursuant to this Loan Agreement and any proceeds thereof. "MIF"means the Minnesota Investment Fund,Minn. Stat. § 116J.8731 and Minn. Rules Chapter 4300. "MIF Grant"means the award of funds by the State to the Lender pursuant to the Grant Contract. "MIF Loan" means the proceeds of the MIF Grant in an amount not to exceed $400,000 loaned by the Lender to the Borrower pursuant to this Loan Agreement. "Project"means the purchase of the Equipment by the Borrower with the assistance of the Loan. "Promissory Note" means the Promissory Note of even date herewith from the Borrower to the Lender in the principal amount not to exceed$465,000. "State"means the Minnesota Department of Employment and Economic Development. 2 Error!Bookmark not defined. "Termination Date" means the date the requirement set forth in Article 8 are met, or in the case of any default under this Loan Agreement,the date the Loan plus any interest in repaid in full. ARTICLE 2 Loan,Use of Proceeds and Conditions of Repayment Section 2.1. MIF Loan, City Loan, Funds. The Lender agrees, on the terms and subject to the conditions hereinafter set forth, to make a loan to the Borrower in an aggregate principal amount not to exceed$465,000 of which $400,000 is committed pursuant to the MIF Grant awarded to the Lender from the State and $65,000 is committed from Lender's Revolving Loan Fund as the City Loan. The Loan is being made to Borrower to finance the acquisition of the Equipment. The obligation of the Borrower to repay the Loan shall be evidenced by the Promissory Note. The Borrower's obligations under this Loan Agreement are expressly contingent on the Lender's receipt of funds from the State in an amount adequate to make the Loan. Section 2.2. Non-MIF (Other)Project Funds. The Borrower has secured a commitment for the private financing necessary to complete the Project, in a form and under conditions satisfactory to the Bank, Borrower and Lender. (a) The Borrower shall commit not less than $15,843,397 of equity for the completion of the Project. (b) Other Project Funds described in the Grant Application must be used at the same amount, for the same purposes and under the same terms, rates and conditions as specified unless written consent is received from the State prior to expenditure. Section 2.3. Loan Terms. The Loan shall be forgiven by the Lender and the State upon satisfaction by the Borrower of the terms of this Loan Agreement. In the event the Loan is not forgiven, the Loan shall be repayable as set forth in Section 8.2 of this Loan Agreement. The Loan terms may not be modified without prior written approval from the State. Section 2.4. Early Repayment. The Promissory Note may be prepaid in whole or in part at any time without penalty. A prepayment shall first be applied against any accrued interest, and then against any outstanding and past due payments which are due and owing hereunder or under the Loan Agreement, and then the remaining portion of such prepayment shall be applied against the remaining outstanding and unpaid principal balance. Section 2.5. Maintenance and Operation of the Project. As long as any portion of the Loan is still outstanding, Borrower shall maintain and operate the Project and use the Loan Proceeds in compliance with the terms of the Minnesota Investment Fund Act (MIF), this Loan Agreement, and all applicable federal, state and local laws, regulations and ordinances, including but not limited to all environmental laws and regulations. ARTICLE 3 Conditions of Lending Section 3.1. Condition Precedent to Any Advance. The obligation of the Lender to close the Loan and disburse the proceeds thereof to Borrower shall, subject to waiver by the State,be subject to the condition precedent that the Lender shall have received on or before the date of such closing the Promissory Note duly executed by the Borrower. 3 Error!Bookmark not defined. Section 3.2. Further Conditions Precedent to Disbursement. The obligation of the Lender to disburse the Loan Proceeds shall also be subject to the following conditions precedent: (a) The Loan which is being made to the Borrower shall be consistent with the provisions of the MIF Program. (b) No Event of Default hereunder or event which would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse, shall have occurred and be continuing. Section 3.3.Disbursement and Deposit of Loan Proceeds. Upon the execution of this Loan Agreement and the satisfaction of all of the conditions specified in Article 6, the Lender shall disburse the full Loan Proceeds to the Borrower. Section 3.4. Termination. This Loan Agreement shall automatically terminate without any notice to Borrower: (a) If no loan proceeds have been disbursed to the Borrower prior to August 30,2019;or (b) If the Borrower fails to pay its debts as they become due, makes an assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, files a petition under any chapter of the Federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, becomes "insolvent" as that term is generally defined under the Federal Bankruptcy Code, files an answer admitting insolvency or inability to pay its debts as they become due in any involuntary bankruptcy case commenced against it, or fails to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or is the subject of an order for relief in such bankruptcy case, or is adjudged a bankrupt or insolvent, or has a custodian, trustee, or receiver appointed for it, or has any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation, and such custodian, trustee, or receiver is not discharged, or such jurisdiction is not relinquished,vacated,or stayed within sixty(60)days of the appointment. ARTICLE 4 Acknowledgments,Representations, and Warranties Section 4.1. Acknowledgments. (a) The Borrower acknowledges that the Lender, in order to obtain funds for part of the Borrower's activities in connection with the Project,has applied for the MIF Grant to the State under the Minnesota Investment Fund Program, Economic Development Division, and that the Lender has entered into the Grant Contract with the State, setting forth the terms, conditions, and requirements of the MIF Grant. The Borrower further acknowledges that it has made certain representations and statements in the Grant Application concerning its activities relating to the Project,and that the Borrower is designated and identified under the Grant Contract. (b) A copy of the Grant Contract and this Loan Agreement shall be on file in the offices of the Lender. In the event any provision of this Loan Agreement relating to the Borrower's obligations hereunder is inconsistent with the provisions of the Grant Contract relating to the Borrower's activities there under,the provisions of the Grant Contract shall prevail. 4 Error!Bookmark not defined. (c) The Borrower acknowledges that nothing contained in the Grant Contract or this Loan Agreement, nor any act of the State or the Lender, shall be deemed or construed to create between the State and the Borrower (or, except as Borrower and Lender between the Lender and the Borrower) any relationship, including but not limited to that of third party beneficiary, principal and agent, limited or general partnership, or joint venture. As such, the Borrower agrees to hold the state harmless from any claim, demand, suit,action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Loan Agreement, any events related to the Project or the Borrower's participation in this Loan,or Borrower's activities on the Development Property. Section 4.2. Representations and Warranties. The Borrower warrants and represents, in connection with the Loan and for the benefit of the State and the Lender,that: (a) It is a Delaware corporation, registered to do business in the state of Minnesota and in good standing under the laws of the state of Minnesota, and is authorized to enter into this Loan Agreement and perform any of the acts required herein. (b) It has the legal authority and is duly authorized to operate the Project, to ensure the indebtedness of the Promissory Note and the obligations of this Loan Agreement, to execute and deliver the Loan Documents to which it is a party and it has taken all actions necessary and incident to its execution and delivery of the Loan Documents. (c) Its execution and delivery of the Loan Documents to which it is a party, and its incurrence of the Loan Documents does not violate any provision of law or Borrower's corporate documents. (d) The Promissory Note was duly and validly authorized, executed and delivered, and it constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms. The Loan Documents to which it is a party, have been duly and validly authorized, executed and delivered, and are the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms,except to the extent the enforceability thereof may be limited by bankruptcy, insolvency or other law affecting creditor's rights, or the application of equitable principles generally. (e) It is not in violation of any provisions of its organizational documents or of the laws of local governments, State of Minnesota or U.S. Government, and there are no actions, suits or proceedings pending, or to its knowledge threatened,before or by any judicial body or governmental authority, against or effecting it,and it is not in default with respect to any order,writ,injunction, decree, or demand of any court or any governmental authority which would impair its ability to enter into this Loan Agreement or to perform any of the acts required of it in the Loan Documents to which it is a party. (f) Neither the execution and delivery of the Loan Documents to which it is a party, nor compliance with any of the terms, conditions, requirements or provisions contained herein or in such referenced documents, is prevented by, is a breach of, or will result in a breach of any term, condition or provision of any agreement or document to which it is now a party or by which it is bound. (g) It will maintain adequate capital for the proper operation and administration of its duties under this Loan Agreement. (h) It will comply with Minn. Stat. § 116J.8731 and Minn. Rules Chapter 4300 and all of the terms,conditions,provisions and requirements,contained in the Loan Documents to which it is a party. 5 Error!Bookmark not defined. (i) Representations, statements, and other matters provided by the Borrower relating to those activities of the Project to be completed by the Borrower,which were contained in the Grant Application, were true and complete in all material respects as of the date of submission to the Lender and such representations, statements, and other matters are true as of the date of this Loan Agreement and there are no adverse material changes in the financial condition of the Borrower's business. 0) The Borrower acknowledges that the State, in selecting the Lender as recipient of the Grant, relied in material part upon the assured completion of the Project to be carried out by the Borrower,and the Borrower warrants that said Project will be carried out as promised. (k) The Borrower warrants that to the best of its knowledge, it has obtained all federal, state, and local governmental approvals,reviews, and permits required by law to be obtained in connection with the Project and has undertaken and completed all actions necessary for it to lawfully execute this Loan Agreement as binding upon it. (1) The Borrower warrants that it shall keep and maintain books, records, and other documents relating directly to the Other Project Funds, and that any duly authorized representative of the State shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records, and other documents of the Borrower for six years after the expiration of the Loan Agreement or until such time that the Lender and the State have both determined that all issues, requirements, and close-out procedures relating to or arising out of the Loan have been settled and completed,whichever is later. (m) The Borrower warrants that no transfer of any or all of the Loan Proceeds by the Lender to the Borrower shall be or be deemed an assignment of loan proceeds, and the Borrower shall neither succeed to any rights,benefits,or advantages of the Lender under the Grant Contract,nor attain any right, privileges,authorities,or interest in or under the Grant Contract. Section 4.3. Affirmative Covenants.Borrower further warrants and agrees that: (a) It has sufficient funds to complete the purposes of the Project and sufficient capacity to administer the Project. (b) The Project will be performed in full compliance with all applicable federal, state and local laws, regulations, rules and ordinances, which include but are not limited to all applicable environmental laws,regulations and rules. (c) Borrower agrees to submit reports required in Article 7 and Article 8. ARTICLE 5 Events of Default and Rights and Remedies Section 5.1. Events of Default. Any one or more of the following events shall be deemed and shall constitute an"Event of Default": (a) The interest or principal due under the Promissory Note, or any other payments due and payable under this Loan Agreement or any other document referred to herein, are not paid when due and such nonpayment is not remedied within ten (10) business days after written notice thereof to the Borrower by the Lender; 6 Error!Bookmark not defined. (b) The Borrower is in breach of any of the requirements, terms, conditions, covenants or other agreements in the Loan Documents and remains in breach in any material respect for thirty (30) business days after written notice thereof to the Borrower by the Lender; provided, however, that if such breach shall reasonably be incapable of being cured within such thirty(30)business days after notice,and if the Borrower commences and diligently prosecutes the appropriate steps to cure such breach,no default shall exist so long as the Borrower is proceeding to cure such breach in reasonable period of time; (c) Any representation or warranty made by the Borrower in the Loan Documents, any other document referred to in such documents, or any financial statement, certificate, or report furnished pursuant to this Loan Agreement, or any representation or warranty made order to induce the Lender to close the Loan or disburse the Loan Proceeds,which proves to have been untrue in any material respect or materially misleading as of the time such representation or warranty was made. (d) Borrower shall make an assignment for the benefit of its creditors, or shall be dissolved, or shall commit an act of bankruptcy under the United States Bankruptcy Act (as now or hereafter amended), or shall admit in writing its inability to pay its debts as they become due, or shall file a petition in bankruptcy, or shall become or be adjudicated as bankrupt or insolvent,however defined,or shall file a petition seeking any reorganization, dissolution, liquidation, arrangement, composition, readjustment or similar relief under any present or future bankruptcy or insolvency statute, law or regulation, or shall file an answer admitting to or not contesting the material allegations of a petition filed against it in such proceedings, or shall not, within 60 days after the filing of such a petition against it, have the same dismissed or vacated, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material part of its properties,or shall not,within 60 days after the appointment(without its consent or acquiescence) of a trustee, receiver or liquidator of any material part of its properties, have such appointment vacated. (e) A court of competent jurisdiction shall enter an order,judgment or decree approving a petition filed against Borrower seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or any trustee, receiver or liquidator of such entity, shall be appointed without the consent or acquiescence of State. (f) Borrower shall refuse to allow DEED, at any reasonable time and upon prior written notice, to inspect, audit, copy or abstract, any and all of its books, records, papers or other documents relevant to the Borrower's use of the Loan Proceeds. (g) Borrower shall refuse to allow the Minnesota Legislative Auditor or the State Auditor for the State of Minnesota, at any reasonable time and upon prior written notice, to inspect, audit, copy or abstract,any and all books referred to in Section 5.1(f). (h) Borrower shall fail to provide annual reporting information as described herein. (i) The Borrower sells, conveys, transfers, encumbers, or otherwise disposes of all or any part of the Development Property or the Equipment without the prior written approval of the State and Lender; 0) The Borrower merges or consolidates with any other entity without the prior written approval of the Lender; 7 Error!Bookmark not defined. (k) There is a loss, theft, substantial damage, or destruction of all or any part of the Development Property or the Equipment that is not remedied to the Lender's satisfaction within sixty(60) business days after written notice thereof by the Lender to the Borrower;or (1) The Borrower is in breach of the requirements of Article 7 and Article 8, the Business Subsidy Agreement and Progress Reporting. (m) The occurrence of any other act or event that is noncompliant under the MIF Program. Section 5.2. Rights and Remedies. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of the Lender, the Lender may, at its option, exercise any and all of the following rights and remedies(as well as any other rights and remedies available to it): (a) The Lender may, by notice in writing to the Borrower,refrain from disbursing any of the Loan Proceeds; provided, however, the Lender may make such disbursements after the occurrence of an Event of Default without thereby waiving its rights and remedies hereunder, or waiving its right to make any additional disbursements. (b) The Lender may,by written notice to the Borrower,declare immediately due and payable all principal and interest due under the Promissory Note, together with all other sums payable under the Loan Documents and the same shall thereupon be immediately due and payable without presentment or other demand, protest, notice of dishonor or any other notice of any kind, all of which are hereby expressly waived. (c) The Lender shall have the right, in addition to any other rights provided by law or equity, to enforce its rights and remedies under the Loan Documents. (d) The Lender shall have the right, in addition to any other rights provided by law or equity, to initiate litigation for the breach of any term, condition, covenant,requirement or provision contained in the Loan Documents, and to recover damages for such breach. (e) The Lender shall have the right, in addition to any other rights provided by law or equity, to apply to any court, state or federal, for specific performance of any term, condition, covenant, requirement or provision contained in the Loan Documents; for an injunction against any violation of any such term, condition, covenant, requirement and/or provision; or for such other relief as may be appropriate, since the injury to the Lender arising from a default under any of the terms, conditions, covenants requirements and/or provisions of the Loan Documents, would be irreparable and the amount of damage would be difficult to ascertain. Section 5.3. Rights and Remedies Cumulative. The rights and remedies of the parties to this Loan Agreement, whether provided by operation of law or by this Loan Agreement, shall be cumulative, and the exercise by either parry of any one or more of such remedies shall not be construed to preclude or waive its right to exercise, at the same or different times, any of the other such remedies for the same default or breach,or of any of its remedies for any other default or breach by the other parry. No waiver made by either such party with respect to the performance, manner or time thereof, of any obligation of the other party or any condition to its own obligation under this Loan Agreement or any document referred to herein, shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other 8 Error!Bookmark not defined. rights of the parry making the waiver or any other obligations of the other party. No delay or failure by either party to exercise any right or remedy shall be a waiver of such right or remedy, and no single or partial exercise by either parry of any right or remedy shall preclude other or further exercise thereof for the exercise of any other right or remedy at any other time. Section 5.4. Collection. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of the Lender and State,Borrower agrees to pay all costs and expenses of the Lender, including, but not limited to, reasonable attorney's fees, in the collection of any of the obligations or the enforcement of any of the Lender's rights. If any notice of sale, disposition or other intended action by the Lender is required by law to be given to Borrower, such notice shall be deemed reasonably and properly given if mailed to Borrower at the address specified in Section 9.14, or at such other address of Borrower as may be shown on the Lender's records, at least 15 days before such sale,disposition or other intended action. The Lender shall have the right as its option and without demand or notice, to declare all or any part of the Loan immediately due and payable, and in addition to the rights and remedies granted hereby, the Lender shall have all of the rights and remedies available under the Uniform Commercial Code and any other applicable law. Section 5.5. Assignment. If, prior to the Termination Date, the Borrower sells, conveys, transfers, further mortgages or encumbers, or disposes of the Development Property, or any part thereof or interest therein, or enters into an agreement to do any of the foregoing, the Borrower shall immediately repay all amounts then outstanding on the Loan. This shall be in addition to any other remedies at law or equity available to the Lender. Section 5.6. Appointment for Foreclosure. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of the Lender and State,Borrower agrees that the Lender may appoint an individual or entity to handle the default proceedings. ARTICLE 6 Disbursement Provisions Section 6.1. Payment Requisition Documentation. The Lender will disburse the loan funds upon receipt and approval by the Lender and the State of the following documentation: (a) This Loan Agreement,fully executed; (b) Promissory Note; (c) Evidence of equity injection in the amount of$15,843,397; (d) Guaranty; (e) Invoices for items funded by the Loan and matching funds; (f) Documentation of total project expenditures will be required prior to final disbursement of MIF funds; (g) The Borrower shall maintain insurance in adequate amounts covering loss or damage to the collateral. The Lender must be listed as loss payee;and (h) Evidence that the Equipment or other items purchased with the Loan are in the Jurisdiction. Upon receipt of such information, the Loan funds will be disbursed upon approval of the Lender and DEED on a cost-sharing ratio of 3%MIF funds to 97% other funds,up to a total disbursement amount of $465,000. 9 Error!Bookmark not defined. Section 6.2. Review of Documents. The Borrower shall not be entitled to any disbursement of loan proceeds until the Lender's legal counsel and the State have reviewed and approved this Loan Agreement and the exhibits attached hereto. Section 6.3. Adverse Changes. The Lender and the State will not authorize disbursement of funds if there has been any adverse change in the Borrower's financial condition, organization, operations or their ability to repay the project financing. ARTICLE 7 Progress Reporting Section 7.1. Progress Information. The Borrower shall provide to the Lender information for incorporation into the Minnesota Investment Fund progress reports,as required by the State and as needed by the Lender, to monitor the Project for compliance with State and Lender guidelines. This information must be provided until the project goals have been met or until the Compliance Date, whichever is later. At the discretion of the State or Lender additional reporting may be required. This information must be submitted to the Lender no later than: (a) January 15,2018 for the period ending December 31,2017; (b) January 15,2019 for the period ending December 31,2018; (d) Fifteen days after the Compliance Date. Section 7.2. Documentation to Be Provided to the Lender: (a) Project status and the status of payments. (b) Additional Leverage. The Borrower must provide to the Lender invoices, sworn construction statements, and or any other information, with each progress report, to document Other Project Funds in addition to the originally included project costs. (c) Job Creation Documentation. The Borrower shall provide to the Lender information on the hiring of each Job on forms provided by the Lender. This information must include: (a) Permanent jobs created or retained; (b) Job title of each Job; (c) Date of hire of each new employee; (d) Hourly base wage paid; (e) List of Benefits provided; and (f) Hourly value of Benefits paid. (d) Payroll Report. A formal payroll report verifying job information will be due as of the Compliance Date. 10 Error!Bookmark not defined. ARTICLE 8 Business Subsidy Agreement and Reporting Section 8.1. Business Subsidy Agreement. The provisions of this Section constitute the "Business Subsidy Agreement" for purposes of the Minnesota Business Subsidy Act (Minn. Stat. § 116J.993 — § 116J.995 and its successor statute.) (a) The Borrower acknowledges and agrees that the provisions of Minnesota's Business Subsidy Act apply to the subsidies provided under this Loan Agreement, as Borrower is receiving government assistance under the terms of this Loan Agreement. (1) The subsidy provided to the Borrower includes the MIF Loan in the amount of $400,000 and the City Loan in the amount of$65,000 made hereunder which will be used for the purchase of the Equipment by the Borrower. (2) The public purposes and goals of the subsidy are to retain employment opportunities, maintain the tax base in the City and the state of Minnesota, and encourage economic development within the City and the state of Minnesota. (3) The goals for the subsidy are to retain employment opportunities, maintain the Facility as a local manufacturing facility for at least five years, and maintain jobs that pay a livable wage within the City, thus maintaining job and tax base for the City and the state of Minnesota,in accordance with Section 8.1(b)of this Loan Agreement. (4) If the goals are not satisfied, the Borrower shall make payment to the Lender as required in Section 8.2 of this Loan Agreement. (5) The subsidy is needed to induce the Borrower to maintain its operations in the City and maintain job and tax base in the City and the state of Minnesota. Without the subsidies provided pursuant to this Loan Agreement and other subsidies provided to the Borrower, the location of this business in Minnesota by the Borrower would likely occur in another city. (6) The Borrower must continue operations in the Jurisdiction for at least five years following the Benefit Date. (7) The Borrower has a parent corporation. Name of Parent: Glass Container Acquisition,LLC Address of Parent: 401 East Jackson Street, Suite 1100,Tampa,FL 33602 (8) In addition to the assistance provided under this Loan Agreement, the Borrower has received or expects to receive as part of this project, the following financial assistance from other "grantors" as defined in the Business Subsidy Act: (b) The Borrower has identified a total of 280 Full-Time Equivalent jobs that must be maintained at the Facility through the Compliance Date. (c) the Borrower will retain 280 permanent, non-contract Full-Time Equivalent jobs at the Facility located on the Development Property. The 280 jobs described in this section must pay no less than $20.39 per hour, exclusive of Benefits and $21.57 per hour including Benefits on the Compliance Date(the "Jobs"). 11 Error!Bookmark not defined. Section 8.2. Default on Business Subsidy Act Requirements. (a) If the Borrower fails to meet the job retention goal and wage level commitments on the Compliance Date, the Lender may, after a public hearing, extend the grant period one year from the Compliance Date, after approval by the state of Minnesota. If, after the extension, the Borrower fails to meet the job retention goal and wage level commitment, the Borrower will be required to repay the Lender all or a proportional share of the Loan on an accelerated term, and loan forgiveness will be reduced at a rate of$15,500 per job not retained. (b) In an Event of Default arising from a breach by the Borrower of any provision of Section 8.1 of this Loan Agreement, if the implicit price deflator for government consumption expenditures and gross investment for state and local governments prepared by the Bureau of Economic Analysis of the United States Department of Commerce for the 12-month period ending March 31St of the previous year, exceeds three percent (3.0%) on the date of the earliest such Event of Default, the Borrower shall, in addition to any other payment required hereunder, pay to the Lender the difference between the present value of the interest actually paid and accrued on the Loan as of the date of the payment required by this Section 8.2 and the amount of interest that would have been paid and accrued on the Loan if the interest rate of the Loan at all times had been equal to the implicit price deflator on the date of the earliest Event of Default; (c) Interest required in Section 8.2(b) shall commence to accrue on the Loan as of the Initial Disbursement Date; (d) Nothing in this Section 8.2 shall be construed to limit the Lender's rights or remedies under any other provision of this Loan Agreement,and the provisions of Section 8.2 are in addition to any other such right or remedy the Lender may have available. (e) The Borrower shall provide to the Lender information regarding job and wage goals and results for two years after the Benefit Date or until the goals are met, whichever is later. This reporting requirement will expire if the goals are met on the Compliance Date. If the goals are not met, the Borrower must continue to provide information on the Loan until the Loan is repaid. The information must be filed on the Non-JOBZ Minnesota Business Assistance form as found on the State's website and shall include the following: (1) the type, public purpose, and amount of subsidies and type of district, if the subsidy is tax increment financing; (2) the hourly wage of each job created with separate bands of wages; (3) the sum of the hourly wages and cost of health insurance provided by the employer with separate bands of wages; (4) the date the job and wage goals will be reached; (5) a statement of goals identified in the subsidy agreement and an update on achievement of those goals; (6) the location of the recipient prior to receiving the business subsidy; 12 Error!Bookmark not defined. (7) the number of employees who ceased to be employed by the recipient when the recipient relocated to become eligible for the business subsidy; (8) why the recipient did not complete the project outlined in the subsidy agreement at their previous location,if the recipient was previously located at another site in Minnesota; (9) the name and address of the parent corporation of the recipient,if any; (10) a list of all financial assistance by all grantors for the project;and (11) other information the commissioner may request. (f) This information must be provided to the Lender no later than March 1 of each year for the previous year. If the Borrower does not submit the report, the Lender shall mail the Borrower a warning within one week of the required filing date. If, after 14 days of the postmarked date of the warning, the Borrower fails to provide a report, the Borrower must pay to the Lender a penalty of$100 for each subsequent day until the report is filed. The maximum penalty shall not exceed$1,000. ARTICLE 9 Other Conditions Section 9.1. Project Time Frame. The time frame outlined in the Grant Application and Grant Contract pertaining to the Project shall be met by the Borrower. Section 9.2. Promissory Note. The Borrower shall execute the Promissory Note in substantially the form set forth by the State. Section 9.3. Collateral. The Borrower shall furnish the Lender Description of collateral. Section 9.4. Annual Financial Statements. For the term of the Loan, upon request of the Lender, the Borrower shall submit the most recent annual financial statement prepared in accordance with generally accepted accounting principles. The annual financial statements shall include a profit and loss statement, balance sheet, and statement of cash flow, notes and an opinion from the accountants of such statements acceptable to the Lender. Section 9.5. Discrimination on Account of Race, Creed, or Color. The provisions of Minn. Stat. § 181.59 and any successor statutes, which relate to civil rights and discrimination, shall be considered a part of this Loan Agreement as though wholly set forth herein and the Borrower shall comply with each such provision throughout the term of this Loan Agreement. Section 9.6 Affirmative Action. The Grantee is encouraged to prepare and implement an affirmative action plan for the employment of minority persons,women,and the qualified disabled. Section 9.7. Job Listing Agreement. (Minn. Stat. § Section 116L.66 and any successor statutes). When the Loan is for $200,000 or more, the Borrower shall enter into a Job Listing Agreement with the local Workforce Development Center,MN Department of Employment and Economic Development. Section 9.8. Prevailing Wage. If the Borrower is awarded $500,000 or more of loan proceeds and the Loan is used for construction, installation(including equipment),remodeling and or repairs,the Borrower 13 Error!Bookmark not defined. shall fully and completely comply with all applicable prevailing wage requirements contained in Minn. Stat. § 116J.871 and § 177.42, subd. 6. (a) Documentation. The Borrower shall maintain or ensure access to all documentation necessary to establish that the required prevailing wage was paid and shall allow the Lender, the Commissioner of the Department of Labor and Industry and the State reasonable access to such data. (b) Penalty. It is a misdemeanor for the Borrower, who has certified that prevailing wages will be paid to laborers and mechanics to subsequently fail to pay the prevailing wage. Each day a violation of this subdivision continues is a separate offense. Section 9.9. Surety Deposits Required for Construction Contracts. If the Loan is used for construction, and the Borrower is hiring, contracting, or having a contract with a nonresidential person or foreign corporation to perform construction work, the Borrower must comply with Minnesota Statutes 290.9705,as amended,by deducting and withholding eight percent of cumulative calendar year payments to the contractor which exceeds$50,000. This condition may be waived if(1) the contractor gives the commissioner a cash surety or a bond, secured by an insurance company licensed by Minnesota, conditioned that the contractor will comply with all applicable provisions of this chapter and chapter 297A, or (2) the contractor has done construction work in Minnesota at any time during the three calendar years prior to entering the contract and has fully complied with all provisions of this chapter and chapter 297A for the three prior years. Section 9.10. Publicity and Endorsement (a) Publicity. Any publicity regarding the subject matter of this Loan Agreement must identify the State as the sponsoring agency. For purposes of this provision, publicity includes notices, informational pamphlets,press releases,research,reports, signs, and similar public notices prepared by or for the Borrower individually or jointly with others, or any subcontractors, with respect to the MIF Program,publications,or services provided resulting from this Grant Contract. (b) Endorsement. The Lender and the Borrower must not claim that the State endorses its products or services. Section 9.11. Workers Compensation Insurance. The Borrower has obtained workers compensation insurance as required by Minn. Stat. § Section 176.181, subd. 2. The Borrower's workers compensation insurance information is as follows: (a) Company Name: Safety National Casualty Corporation (b) Policy Number: LDS4054571 (c) Local Agent/Broker: Lockton Companies,LLC Section 9.12. Effect on Other Agreements. Nothing in this Loan Agreement shall be construed to modify any term of any other agreement to which the Lender and the Borrower are parties. Section 9.13.Release and Indemnification Covenants. Except for any breach of the representations and warranties of the Lender or the negligence or other wrongful act or omission of the following named parties, the Borrower agrees to protect and defend the Lender and the governing body members, officers, agents, servants, and employees thereof, now and forever, and further agrees to hold the aforesaid 14 Error!Bookmark not defined. harmless from any claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the acquisition, construction, installation, ownership, maintenance,and operation of the Project and the Borrower's activities on the Development Property. Section 9.14. Modifications. This Loan Agreement may be modified solely through written amendments hereto executed by the Borrower and the lender and approved by the State. Section 9.15. Notices and Demands. Any notice, demand, or other communication under this Loan Agreement by either parry to the other shall be sufficiently given or delivered only if it is dispatched by registered or certified mail,postage prepaid,return receipt requested,or delivered personally: (a) as to the Lender: City of Shakopee ATTN: City Administrator 129 South Holmes Street Shakopee,MN 55379 (b) as to the Borrower: Anchor Glass Container Corporation ATTN: Legal Department 401 East Jackson Street, Suite 1100 Tampa,FL 33602 or at such other address with respect to any party as that parry may, from time to time, designate in writing and forward to the others as provided in this Section 9.14. Section 9.16. Conflict of Interests; Representatives Not Individually Liable. (a) No employee, officer or agent of the Lender shall participate in the administration of a contract supported by this loan if a conflict of interest, real or apparent, would be involved. No employee, officer or agent of the Lender may obtain a financial interest in any agreement with respect to the Loan.No employee, officer, or agent of the Lender shall be personally liable to the Borrower or any successor in interest in the event of any default or breach by the Lender or for any amount that may become due to the Borrower or on any obligation or term of this Loan Agreement. (b) To the best of the Borrower's knowledge,no member,officer,or employee of the Lender, or its officers, employees, designees, or agents, no consultant, member of the governing body of the Lender, and no other public official of the Lender, who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project or in any activity,or benefit there from,which is part of the Project. Section 9.17. Binding Effect. The covenants and agreements in this Loan Agreement shall bind and benefit the heirs,executors,administrators, successors,and assigns of the parties to this Loan Agreement. Section 9.18. Provisions Not Merged With Deed. None of the provisions of this Loan Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Development Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Loan Agreement. Section 9.19. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Loan Agreement are inserted only for convenience of reference and shall be disregarded in construing or interpreting any of its provisions. 15 Error!Bookmark not defined. Section 9.20. Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.21. Choice of Law and Venue. This Loan Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or claims arising out of this Loan Agreement shall be heard in the state of Minnesota, and all parties to this Loan Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. Section 9.22. Waiver. The failure or delay of any party to take any action or assert any right or remedy, or the partial exercise by any party of any right or remedy shall not be deemed to be a waiver of such action,right,or remedy if the circumstances creating such action,right,or remedy continue or repeat. Section 9.23. Entire Agreement. This Loan Agreement, with the exhibits hereto, constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties pertaining to the subject matter of this Loan Agreement. Section 9.24. Separability. Wherever possible, each provision of this Loan Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Loan Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction,that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Loan Agreement or any other related document. Section 9.25. Immunity. Nothing in this Loan Agreement shall be construed as a waiver by the Lender of any immunities, defenses, or other limitations on liability to which the Lender is entitled by law, including but not limited to the maximum monetary limits on liability established by Minn. Stat. § Chapter 466. (The remainder of this page is intentionally left blank.) 16 Error!Bookmark not defined. IN WITNESS WHEREOF,the Lender has caused this Loan Agreement to be duly executed in its name and behalf and the Borrower has caused this Loan Agreement to be duly executed in its name and behalf as of the date first above written. CITY OF SHAKOPEE,MINNESOTA By Its Mayor By Its City Administrator S-1 495143v5 JAE SH155-444 Execution page of Borrower to Loan Agreement, dated as of the date and year first above written. ANCHOR GLASS CONTAINER CORPORATION By Its S-2 495143v5 JAE SH155-444 EXHIBIT A Legal Description of Development Property A-1 495143v5 JAE SH155-444 EXHIBIT B Equipment List B-1 495143v5 JAE SH155-444 EXHIBIT C Grant Contract C-1 495143v5 JAE SH155-444 GUARANTY AGREEMENT This Guaranty Agreement(the "Guaranty") is made and entered into this day of , 2017, by GLASS CONTAINER ACQUISITION, LLC, a Delaware limited liability company ("Guarantor"),for the benefit of the CITY OF SHAKOPEE,MINNESOTA,a municipal corporation under the laws of the state of Minnesota("Lender"). WITNESSETH: WHEREAS, Anchor Glass Container Corporation, a Delaware corporation (the `Borrower"), proposes to borrow the sum of Four Hundred Sixty Five Thousand and no/100ths Dollars ($465,000) from Lender in order to finance the purchase of equipment by Borrower; and WHEREAS, pursuant to the Loan Agreement of even date herewith between Borrower and Lender (the "Loan Agreement"), Borrower has agreed to repay to Lender Four Hundred Sixty Five Thousand and no/100ths Dollars($465,000),together with interest thereon at the rate and within the time as stated in Borrower's promissory note of even date herewith(the "Note"); and WHEREAS, to secure payment of the Note, Lender has required, and Guarantor has agreed to provide,a guaranty of the indebtedness above described between Borrower and Lender; and WHEREAS, the Guarantor will receive a direct financial benefit from the loan to Borrower by Lender pursuant to the Note. NOW, THEREFORE, to induce lender to make the loan to Borrower, Guarantor hereby covenants and agrees with Lender, for the benefit of all who at any time become holders of the Note, as follows: Section I.I. The Guarantor hereby unconditionally guarantees to Lender for the benefit of the Lender (as defined in the Note) from time to time of the Note: (a) the full and prompt payment of the principal of the Note when and as the same shall become due, whether at the stated maturity thereof, by acceleration or otherwise; (b) the full and prompt payment of any interest on the Note when and as the same shall become due; and (c) any other amounts due Lender under the Loan Agreement and the Note. All payments shall be paid in lawful money of the United States of America. Each and every default in payment of the principal of or interest on the Note shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. Section 1.2. The obligations of the Guarantor under this Guaranty shall be absolute and unconditional and shall remain in full force and effect until the entire principal of and interest on the Note shall have been paid, and such obligations shall not be affected, modified, or impaired upon the happening from time to time of any event,including,without limitation, any of the following: a. The promise, settlement, or release of less than all of the obligations, covenants, or agreements of Borrower under the Loan Agreement or the Note, or any other guarantor of Borrower's obligations,covenants,or agreements under the Loan Agreement or the Note; b. The failure to give notice to any person of the occurrence of an event of default under the terms and provisions of this Guaranty or the Note executed by Borrower; Error!Bookmark not defined. I C. The extension of the time for payment of principal or interest on the Note or under this Guaranty; d. Any failure, omission, delay, or lack on the part of Lender to enforce, assert or exercise any right, power, or remedy conferred on Lender in this Guaranty, an Additional Guaranty, or other instruments execute and delivered in connection with the loan contemplated thereby, or any other act or acts on the part of Lender or any of the holders from time to time of the Note;or C. The default or failure of the Guarantor to perform any of the obligations set forth in this Guaranty. Section 1.3. No set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or nature that Borrower has or may have Lender shall be available hereunder to the Guarantor against Lender. Section 1.4. In the event of a default by Borrower under the Loan Agreement or the Note, Lender may proceed hereunder, and Lender, in its sole discretion, shall have the right to proceed first and directly against the Guarantor without proceeding against or exhausting any other remedies it may have as to Borrower. Section 1.5. The Guarantor hereby expressly waives notice from Lender or the holders from time to time of the Note of acceptance of or any reliance upon this Guaranty. The Guarantor agrees to pay all the costs, expenses, and fees, including attorneys' fees, which may be incurred by Lender in enforcing or attempting to enforce this Guaranty whether the same shall be enforced by suit or otherwise. Section 1.6. This Guaranty is entered into by the Guarantor with Lender for the benefit of Lender and the holders from time to time of the Note, all of whom shall be entitled to enforce performance and observance of this Guaranty. Section 1.7. The Guarantor is duly authorized and empowered to execute, deliver, and perforin this Agreement and to borrow money from Lender. Section 1.8. The performance or observance of any promise or condition set forth in this Guaranty may be waived, amended, or modified only by a writing signed by the Guarantor and Lender. No delay in the exercise of any power,right, or remedy operates, as a waiver thereof,not shall any single or partial exercise of any other power,right,or remedy. Section 1.9. This guaranty is made and shall be governed in all respects by the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Guaranty shall be heard in the state or federal courts of Minnesota, and all parties to this Guaranty waive any objection to the jurisdiction of these courts,whether based on convenience or otherwise. Section 1.10. If any provision or application of this Guaranty is held unlawful or unenforceable shall not affect other provisions or applications that can be given effect, and this Guaranty shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. Section 1.11. All notices required hereunder shall be given by depositing in the U.S. mail, postage prepaid, certified mail, return receipt requested, to the following addresses (or such other addresses as either party may notify the other): Error!Bookmark not defined. 2 To the Guarantor: Glass Container Acquisition,LLC 401 East Jackson Street, Suite 1100 Tampa,FL 33602 Attention: Legal Department To Lender: City of Shakopee 129 Holmes Avenue Shakopee,Minnesota 55379 Attention: City Administrator Section 1.12. This Guaranty constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to this Guaranty, superseding all prior or contemporaneous proposals, communications, and understandings, whether oral or written, concerning the Guaranty. Nothing contained herein shall effect or impair Lender's rights under the Loan Agreement or the Note. (The remainder of this page is intentionally left blank.) Error!Bookmark not defined. 3 IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed as of the date first above written. GLASS CONTAINER ACQUISITION,LLC Kenneth G.Wilkes Chief Financial Officer [SIGNATURE PAGE FOR GUARANTY AGREEMENT] 495142v5 JAE SH155-444 S-1 PROMISSORY NOTE $465,000 12017 ANCHOR GLASS CONTAINER CORPORATION, a Delaware corporation, or any of its affiliates (the `Borrower"), for value received, hereby promises to pay to the CITY OF SHAKOPEE, MINNESOTA(the "Lender"), or its assigns (the Lender and any assigns are hereinafter referred to as the "Lender"), at its designated principal office or such other place as the Lender may designate in writing, the principal sum of Four Hundred Sixty Five Thousand and No/100ths Dollars ($465,000) or so much thereof as may be advanced under this Promissory Note (the "Note"), with interest as hereinafter provided, in any coin or currency which at the time or times of payment is legal tender for the payment of private debts in the United States of America. The principal of this Note is payable in installments due as follows: 1. The funds loaned by the Lender to the Borrower(the "Loan")pursuant to the terms of the Loan Agreement of even date herewith (the "Loan Agreement"), between the Lender and the Borrower, shall not bear interest as long as no default exists under the Loan Agreement. 2. The Loan shall be forgiven by the Lender upon satisfaction by the Borrower of the terms of the business subsidy agreement set forth in Article 8 of the Loan Agreement (the `Business Subsidy Agreement"). 3. a. If the Goals of the Business Subsidy Agreement are not met by the Compliance Date (as those terms are defined in the Loan Agreement), the Borrower agrees to repay all or a part of the principal amount of the Loan on an accelerated basis (as further described in Section 8.2(a)of the Loan Agreement,the "Recaptured Principal'),plus interest set at the greater of 3.0% or the implicit price deflator defined in Minnesota Statutes, Section 275.70, Subdivision 2 ("Recapture Interest"), accruing from and after the Initial Disbursement Date (as defined in the Loan Agreement), compounded annually. Recaptured Principal plus Recapture Interest thereon shall be repaid not later than 30 days after the Lender notifies the Borrower of the amount to be repaid pursuant to Article 8 of the Loan Agreement. If the Goals are only met in part by the Compliance Date, the Borrower will repay a portion of the principal amount of this Note (plus Recapture Interest) (as further described in Section 8.2(a) of the Loan Agreement, the Recaptured Principal). b. Except as provided in Section 3(a), no payments shall be due on the Loan; provided, however,accrued interest from the Initial Disbursement Date at the greater of 3.0% or the implicit price deflator defined in Minnesota Statutes, Section 275.70, Subdivision 2 will be added to any Recaptured Principal due pursuant to Section 3(a). 4. The Borrower shall have the right to prepay the principal of this Note,in whole or in part, without prepayment penalty. 5. This Note is given pursuant to the Loan Agreement and is secured by a Guaranty (as defined in the Loan Agreement) of even date herewith. In the event any such security is found to be invalid for whatever reason, such invalidity shall constitute an event of default hereunder. Error!Bookmark not defined. I All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan Agreement, or any instrument securing this Note are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If a default occurs under the Loan Agreement,or any instrument securing this Note, then the Lender of this Note may at its right and option, without notice, declare immediately due and payable the principal balance of this Note, together with any costs of collection including attorney fees incurred by the Lender of this Note in collecting or enforcing payment hereof,whether suit be brought or not, and all other sums due hereunder, or under any instrument securing this Note. The Borrower agrees that the Lender of this Note may, without notice to the Borrower of this Note and without affecting the liability of the Borrower of this Note, accept additional or substitute security for this Note, or release any security or any party liable for this Note or extend or renew this Note. 6. The remedies of the Lender of this Note as provided herein, and in the Loan Agreement, or any other instrument securing this Note, shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Lender of this Note, may be exercised as often as occasion therefore shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Lender of this Note shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender of this Note and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment,modifications, or change is sought. 7. This Note shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes,controversies,or claims arising out of this Note shall be heard in the state or federal courts of Minnesota, and all parties to this Note waive any objection to the jurisdiction of these courts,whether based on convenience or otherwise. 8. The headings used in this Note are solely for convenience of reference,are no part of this Note, and are not to be considered in construing or interpreting this Note. 9. This Note, with the other Loan Documents (as defined in the Loan Agreement), constitutes the entire Note between the parties pertaining to its subject matter and it supercedes all prior contemporaneous Notes, representations, and understandings of the parties pertaining to the subject matter of this Note. 10. Wherever possible, each provision of this Note and each related document shall be interpreted so that it is valid under applicable law. If any provision of the Loan Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity,without invalidating the remainder of such provision or the remaining provisions of this Note or any other related document. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist,have happened, and have been performed in regular and due form as required by law. Error!Bookmark not defined. 2 IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the day of ,2017. ANCHOR GLASS CONTAINER CORPORATION By Its 495144v6 JAE SH155-444 S-1 CITY OF SHAKOPEE,MINNESOTA RESOLUTION NO.7879 RESOLUTION APPROVING THE LOAN OF A MINNESOTA INVESTMENT FUND GRANT TO ANCHOR GLASS CONTAINER CORPORATION AND THE EXECUTION OF RELATED DOCUMENTS WHEREAS, Anchor Glass Container Corporation, a Delaware corporation (the `Borrower"), owns and operates a facility(the "Facility")located at 4108 Valley Industrial Boulevard North in the City of Shakopee,Minnesota(the"City");and WHEREAS, the Borrower has requested financial assistance to help purchase machinery and equipment needed for the operation of it's the Facility;and WHEREAS, pursuant to a resolution adopted on September 6, 2016, the City Council of the City (the "City Council") approved the submission of an application for a grant from the Minnesota Investment Fund Program administered by the Minnesota Department of Employment and Economic Development ("DEED");and WHEREAS, the City will enter into a Grant Agreement with DEED to obtain grant funds in the amount of$400,000 and loan such grant funds to the Borrower for the purpose of purchasing machinery and equipment for the Facility; and WHEREAS, there has been presented before the City Council a Loan Agreement — Minnesota Investment Fund(the "Loan Agreement"), proposed to be entered into between the City and the Borrower, providing for the loan of the grant funds in the amount of$400,000 to the Borrower(the "Nff Loan") and a loan from the City's Revolving Loan Fund in the amount of$65,000 (the "City Loan"), which agreement includes a"business subsidy agreement" as defined in Minnesota Statutes, Sections 166J.993 to 116J.995,as amended(the`Business Subsidy Act");and WHEREAS,it is proposed that the MIF Loan and the City Loan be considered forgivable provided that the Borrower complies with certain requirements of the business subsidy agreement contained in the Loan Agreement;and WHEREAS,to evidence the repayment obligations of the Borrower under the Loan Agreement,the Borrower will execute and deliver to the Authority a Promissory Note (the 'Note"), and a Guaranty (the "Guaranty");and WHEREAS,the City Council has had the opportunity to review the Loan Agreement, including the business subsidy agreement contained therein, the Note, and the Guaranty (collectively, the "Loan Documents");and WHEREAS,the City Council held a public hearing regarding the granting of a business subsidy on September 6,2016;and NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Shakopee,Minnesota, that: 498657A JAE SH155-444 1. The Loan Documents are hereby approved. The Mayor and the City Administrator are authorized and directed to execute the Loan Documents in substantially the form on file in City Hall, subject to modifications that do not alter the substance of the transaction and are approved by the Mayor and the City Administrator; provided that execution of the Loan Documents will be conclusive evidence of their approval. 2. The Mayor and the City Administrator are hereby authorized to execute any other documents or certificates deemed necessary to carry out the transactions described in the Loan Documents and the intention of this resolution. Adopted by the City Council of the City of Shakopee,Minnesota this 2nd day of May,2017. Mayor ATTEST: City Clerk 498657A JAE SH155-444 2 A.2. H+ T OPE Shakopee City Council May 2, 2017 FROM: Michael Kerski TO: Mayor and City Council Subject: Sale of City-owned property located in the Halo 2nd Addition, Parcel ID 271000020, 271000030, 271000040 Policy/Action Requested: Authorize the appropriate City Officials to execute contracts for sale of City-owned property. Recommendation: Adopt Resolution Number 7880 authorizing the appropriate City Officials to enter into a contract for sale. Discussion: The City acquired these properties through a tax sale and they have remained vacant and have been used for snow storage. The properties sit between a motel and a trailer park. The City recently had a survey completed that found a number of sewer lines without recorded easements. The County has also asked that the driveway on the County Highway be closed so that access is only available from the side street. Preliminary site exploration has found that a new water line will be required through the property and continued to First Avenue. The site appears to be largely bedrock. Scott County asked Topaz Investments to work with their operational partner, Northstar Regional, to locate a rehabilitation center within Scott County for individuals with drug and alcohol dependency. This would be a residential private treatment facility licensed by the State of Minnesota. Some of the clients work during the day while others will be in meetings on the property. The property would include apartments for the residents, meeting rooms and a commercial kitchen. The use will require a Conditional Use Permit. Topaz and Northstar currently own and operate a similar facility in Chaska. Doggie Doo's is currently located near Rahr on First Avenue. The company has rapidly outgrown its space and has been looking for a centrally located site for expansion. They would expand their grooming operations, daycare and boarding services. This use requires a Conditional Use Permit. The two parties are working together to build the projects with common access and shared parking. Topaz's contractor and architect would likely design and build the Doggie Doo's structure. There would be compatibility in the design and materials between the buildings. Northstar is also interested in working with Doggie Doo's to possibly have some of their clients work with dogs at their facility as part of their therapy and training. The two owners would collectively invest more than $3 million in improvements to the property. Once feasibility is completed and financing in place, the lot would be split and some of the current easements abandoned and new easements put in place. The resulting administrative lot recombination would result in two lots with access easements and shared parking. Budget Impact• $225,000 would be placed into the property acquisition fund for other acquisitions for redevelopment.. ATTACHMENTS: D Resolution No 7880 D Northstar and Doggie Doo's Concept Site Plan RESOLUTION NO. 7880 A Resolution to Authorize the Sale of City-Owned Property located in Halo 2nd Addition, Parcel ID Numbers 271000020, 271000030, 271000040 WHEREAS,the City of Shakopee acquired these properties in Halo 2nd Addition, Parcel ID Numbers 271000020, 271000030, 271000040, for redevelopment as part of a property tax sale WHEREAS, Topaz Investments, LLC and Doggie Doo's Spa& Retreat Inc or their assigns, have proposed to develop the property in concert, investing more than $3.5 million in improvements to the property WHEREAS, Topaz and Doggie Doo's will provide services to the community and infill a large vacant parcel in the First Avenue Corridor while providing jobs and assistance to the region NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE MINNESOTA: The appropriate City Officials are hereby authorized and to enter into contracts for the sale of the above referenced properties in the total amount of$225,000 with Topaz Investments, LLC and Doggie Doo's Spa& Retreat Inc, or their assigns, conditional on both parties receiving approvals for Conditional Use Permits, site plan, site feasibility and financing. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 2nd day of May 2017. Mayor of the City of Shakopee ATTEST: City Clerk w r � 0 _ �z fi AND UTILITY E MEN o�� —�� -�15 00 ww N �n - FER H4ALO SECOND ADDITI _ ;' -� _ DRAINAGE AND UTILITY EASEMENT NN°0301 ln%if __9DQ ^� 4-# _1_ �� PER HALO SECOND_ADDITION ----- — __ 2 agn 10 `='-- O — I I � ,kCEMA NN IIII oIIII P vcco) 15'vc O 15" CP A O 5 � �ml N z\ W �I � O y _ R � l o� s 111 111 1111 1 ,g m1 j --- — --- --- W WOcc Io 1 w Z cc O Z OMl°JNIall118 WN0I03Li HVISHl ------------- awPPwc -- --- —— .ENE-------- NER >51 75 '4 '09"➢9' -� -- E E L W � �A a I � c _ N 7 N 5 I �I F m ao tf0 Qo W �wz I C fn N � N C q _ I O O m N o U i N r t L a u N �� -- ------ O O +0+ M — — ZGcnc") ----------------------------------- B.I. H+ T OPFF Shakopee City Council May 2, 2017 FROM: Jennifer Gabbard TO: Mayor and City Council Subject: Resignation of City Engineer/Public Works Director Policy/Action Requested: The Council is asked to accept the resignation of City Engineer/Public Works Director, Bruce Loney, effective May 31, 2017, and approve the requested Phased Retirement Option. Recommendation: Recommend, the Council accept, with regret, the resignation of City Engineer/Public Works Director, Bruce Loney, and approve the requested Phased Retirement Option. Discussion: Bruce Loney will be retiring on May 31, 2017, as the city's City Engineer/Public Works Director. Bruce joined the City of Shakopee in 1995 as city engineer. At the time, he was the organization's lone professional engineer. Over the years, he has overseen the city's expanding infrastructure, including roads, trails, sanitary sewer and surface water. Today, he manages a department of 36 employees in three divisions. Loney graduated from North Dakota State University in 1977 with a bachelor's degree in civil engineering. Prior to joining the city, he was the assistant city engineer for the City of Prior Lake from 1985 through 1995. Loney is an active member in several professional organizations, including CEAM, the American Public Works Association and the Metro Cities Technical Advisory Committee. He received the City of Shakopee Administrator's Leadership Award in 2015. Additionally, Mr. Loney was named Minnesota's Engineer of the Year at the 2016 City Engineers Associate of Minnesota (CEAM) conference in Brooklyn Center. Mr.Loney has applied for a Phased Retirement Option (PRO), which is available through PERA, the Public Employee Retirement Association. Under a PRO, Mr. Loney would continue to be an employee, but would only work 20 hours per week beginning June 1 through the end of the year. The end date can be adjusted based upon the needs of either Mr. Loney or the city. In lieu of Mr. Loney receiving more sick and vacation accruals, he has requested that while on the PRO that the city pay for his single health insurance coverage. His current balances of sick and vacation time are at the maximum allowed, and thereby continuing his health insurance, instead of him receiving more sick and vacation accruals, actually saves the city money. In the future, we will be using Bruce's time on the PRO to transition knowledge to a new City Engineer/Public Works Director. Budget Impact• There will be some budgetary impact of continuing Mr. Loney on a PRO. This may be offset with the hiring of a replacement at a lower salary range than the maximum that Mr. Loney currently has. ATTACHMENT S: D Memo - Resignation of Bruce Loney D Loney, Bruce - PRO Application City of Shakopee MEMORANDUM TO: Mayor and City Council FROM: Jennifer Gabbard SUBJECT: Resignation of City Engineer/Public Works Director, Bruce Loney DATE: May 2, 2017 DISCUSSION: Introduction Bruce Loney will be retiring on May 31, 2017, as the city's City Engineer/Public Works Director. Background Bruce Loney joined the City of Shakopee in 1995 as city engineer. At the time, he was the organization's Ione professional engineer. Over the years, he has overseen the city's expanding infrastructure, including roads, trails, sanitary sewer and surface water. Today, he manages a department of 36 employees in three divisions. Loney is also an active member in several professional organizations, including CEAM, the American Public Works Association, and the Metro Cities Technical Advisory Committee. He received the City of Shakopee Administrator's Leadership Award in 2015. Loney graduated from North Dakota State University in 1977 with a bachelor's degree in civil engineering. Prior to joining the city, he was the assistant city engineer for the City of Prior Lake from 1985 through 1995. Loney is also an active member in several professional organizations, including CEAM, the American Public Works Association and the Metro Cities Technical Advisory Committee. He received the City of Shakopee Administrator's Leadership Award in 2015. Additionally, Mr. Loney was named Minnesota's Engineer of the Year at the 2016 City Engineers Associate of Minnesota (CEAM) conference in Brooklyn Center. Current Circumstances Mr. Loney has applied for a Phased Retirement Option (PRO), which is available through PERA, the Public Employee Retirement Association. Under a PRO, Mr. Loney would continue to be an employee, but would only work 20 hours per week beginning June 1 through the end of the year. In lieu of Mr. Loney receiving more sick and vacation accruals, he has requested that while on the PRO that the city pay for his single health insurance coverage. His currently balances of sick and vacation time are at the maximum allowed, and thereby continuing his health insurance, instead of him receiving more sick and vacation accruals, actually saves the city money. In the future, we will be using Bruce's time on the PRO to transition knowledge to a new City Engineer/Public Works Director. Conclusion I recommend, with regret, the Council accept the resignation of the City Engineer/Public Works Director, Bruce Loney. Additionally, I ask that you approve his requested PRO. Financial Impact: There is no immediate budgetary impact as a result of this action. City of Shakopee Human Resources Department Phased Retirement Request Form This form must be completed by the manager of an employee requesting the PERA Phased Retirement option, and the employee requesting a Pera PRO. The manager should work with management, including the HR Manager, to determine whether the city will grant the employee's request. The City of Shakopee has the sole authority to determine whether a Phased Retirement request will be approved. Employee ID Number Employee Name /02013 13114,C40 LonV_ Date of, ir h 716,71f U_ Q Date o Hire Supervisors Name 6 Z ' //) Funding String (Curr lnt position) Funding String(New position) `/z� ! 04// Job Code and Job Title(Position Number—if they keep the same position but change it from full time to part time) Initial Phased Retirement Date End of Initial Period(up to 1 year following Phased Retirement Date) Phased Retirement Renewal Date End of Renewal Period(up to 1 year following renewal date) 4///2d1Y �"13/100/9 Hours Currently Working Per Week Hours Per Week During Phased Retirement(Hours must be reduced by at least 25%and no more than 1004'rs/yr or 20 hrs/wk) A-YTV Department must determine if the employee's request for Phased Retirement meets a business need, such as: ❑ Due to department reorganization, the employee's job will be reduced to part time and the job will be eliminated at the end of the phased retirement period XThe retiring employee will be replaced and in order to train a replacement a job overlap is required for a limited period of time ❑Other, please explain Note: If request is approved, a PERA Phased Retirement Agreement and an Application for PERA Retirement Benefits must also be completed and,returned to PERA. ❑ Deny Employee Signature: Date Approved By: (Signature of Supervisor/Manager) Date Approved By: (Signature of HR Manager Date Notes: Distribution: Original:Personnel File Copies:Employee, Human Resources Last Updated:2/2017 PERA PHASED RETIREMENT PROCEDURES 1) PERA's Phased Retirement Option allows eligible Coordinated Plan members to receive a pension while working on a reduced hour schedule. An employee interested in, and eligible for,the PERA Phased Retirement option should meet with his/her supervisor and the HR Manager. The supervisor and HR Manager will work with management to determine if the Phased Retirement option will be offered. 2) The City of Shakopee has the sole authority to determine whether an employee's request for Phased Retirement will be approved. Examples of situations where a department could approve such a request are as follows: • Due to department reorganization, an employee's job will be reduced to part time and the job will be eliminated at the end of the phased retirement period. • The retiring employee will be replaced and in order to train a replacement, a job overlap is required for a limited period of time 3) The HR Manager must verify that an employee requesting Phased Retirement meets the following criteria: a. Is a participant in PERA's Coordinated Plan, b. Has been employed for at least 1,250 hours per year for the five years immediately preceding participation in the phased retirement program, and c. Is age 62 or older 4) The HRM and/or supervisor should meet with the employee to review: a. Requirements relating to Phased Retirement, and b. The effect that a transfer from full time to part time status has on the city's group insurance, paid time off and optional benefit plans. 5) If the employee's request is approved and the Phased Retirement date and part time schedule are determined,the city's Personal Action Form must be completed with copies distributed as appropriate. Note: HR must receive copies of the Request form as soon as the request is approved. Send signed scanned copies to jgabbard@shakopeemn.gov and pkent@shakopeemn.gov. Important: The employee must be advised to contact PERA to request a PERA Phased Retirement Agreement and an Application for PERA Retirement Benefits. These forms are also available at www.mnpera.org (click on Members, then Phased Retirement Option). Part A of PERA's Phased Retirement Agreement form is to be completed by the employee's supervisor or Human Resource Manager. PERA must receive their agreement and application forms before the employee begins their Phased Retirement assignment. 6) The initial Phased Retirement period cannot exceed one year. The city may extend the individual's employment for additional periods of up to one year each. The total period of Phased Retirement may not exceed five years. A new City Phased Retirement Request and Personal Action Form and a new PERA Phased Retirement Agreement must be completed to extend the employees Phased Retirement status beyond the initial term. Distribution: Original:Personnel File Copies:Employee,Human Resources Last Updated:212017 C.I. H+ T OPF.F Shakopee City Council May 2, 2017 FROM: William H. Reynolds, City Administrator TO: Mayor and Council Members Subject• Censure Resolution Policy/Action Requested: Motion to approve Resolution 7859, A resolution of the City of Shakopee censuring Councilor Michael Luce. Recommendation: None. Discussion• On April 18, 2017 the City Council directed staff to prepare a motion of censure in regards to the behavior of Councilman Mike Luce for his actions with staff, fellow councilmembers and the general public over an extended period of time. Budget Impact• None. ATTACHMENTS: a Resolution 7859 a Norms of Behavior RESOLUTION NO. 7859 A RESOLUTION OF THE CITY OF SHAKOPEE CENSURING COUNCILOR MICHAEL LUCE WHEREAS, an elected city council is the cornerstone of local government in Minnesota; WHEREAS, a city council as a body, not an individual council member, sets policy for the city and supervises the overall administration of the city; WHEREAS, city councilmembers should devote their official time primarily to issues of policy and act as liaisons between the city and the general public; WHEREAS, a city council member's duties are to be performed, almost without exception, by the city council as a whole; WHEREAS, direct interactions between a city council member and mid-management level and below city staff present too much of an opportunity for a council member to overstep his or her role as a council member. This is particularly true in a situation where a council member chooses to personally investigate a matter; WHEREAS, an individual council member has no authority to investigate any city matter; WHEREAS, on February 16, 2016, the Shakopee City Council adopted norms of behavior, a copy of which is attached to this Resolution, for its city council members; WHEREAS, Section 32.15 of the Shakopee City Code states that the city administrator is the chief administrative officer of the City and is responsible "to the Council' for the proper administration of all affairs of the City; WHEREAS, Section 32.15 of the Shakopee City Code further states that the city administrator, not an individual council member, is responsible for supervising the administration of all city departments; WHEREAS, the City Council's adopted norms of behavior provide that council members must work through the city administrator; WHEREAS, the City Council's adopted norms of behavior further provide that council members must respect that city staff works for the city council as a whole, not for an individual council member; WHEREAS, Councilor Michael Luce's actions over the past two years have consistently violated the above principles, policies, and norms of behavior in the following regards: 1. Misrepresenting the City's official position on matters; 2. Inappropriate comments to the public "bashing" City staff, 3. Overstepping his authority with respect to City staff, resulting in some City staff members feeling intimidated and threatened; 1 4. Undermining the city administrator's responsibilities and authority; 5. Improperly interfering with City staff s handling of real estate matters in regards to the City's efforts to acquire certain parcels of property; 6. Micromanaging matters within the fire department; and 7. Improperly intervening in a property dispute matter. WHEREAS, as a result of the above actions by Councilor Luce, the City is being unnecessarily exposed to a risk of claims and potential lawsuits against the City; WHEREAS, the mayor, city administrator, and city attorney have previously discussed with Councilor Luce the proper roles, duties and responsibilities of an elected city official in an effort to educate him on those matters; and WHEREAS, despite the City's efforts to educate Councilor Luce on the proper role of a local elected official, Councilor Luce continues to act in a manner that creates significant concern by the City Council about future potential liability to the City relating to his actions. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA AS FOLLOWS: 1. The City Council formally censures Councilor Michael Luce for his continued inappropriate behavior as referenced above. 2. Councilor Luce's appointments to all City committees, boards, associations, or commissions are immediately rescinded and the Mayor shall make, subject to City Council confirmation, new appointments to those committees, boards, associations, and commissions. 3. Councilor Luce shall not initiate any contact, whether verbally or in writing, with any City staff member other than the city administrator. 4. Councilor Luce shall not attend any internal City staff meeting unless first having been requested to do so by the city administrator. BE IT FURTHER RESOLVED that the City Council encourages Councilor Luce to seek additional training, education and counseling on the proper role of a local elected official. BE IT FURTHER RESOLVED that the City Council hopes that Councilor Luce modifies his conduct and behavior so that he can become an effective and productive member of the Shakopee City Council. Adopted in adjourned regular session held this 2nd day of May, 2017. Mayor of the City of Shakopee ATTEST: 2 City Clerk 3 i Consent Business 4. F. 6. SH AK PEE TO: Mayor and City Council j FROM: William H. Reynolds, City Administrator DATE: 02/16/2016 SUBJECT: *Adoption of City Council Norms of Behavior (D,F) Action Sought To adopt the following Norms of Behavior for the operation of the City Council and its members: 1. Speak only for yourself, not on behalf of another councilmember unless specifically tasked by your colleagues to speak for the group. 2. Don't question motives. Assume others have positive intentions even if you disagree. 3. Always be respectful of one another and the public process. Do not criticize staff or others in public. 4. Aim for consensus, but accept the the decision of the majority once one is made. 5. Stay focused on the role of an elected official --policy, prioritization and citizen representation. 6. Work through the city administrator and never through line staff. Do not attend staff meetings, trainings, or group staff functions unless specifically invited or scheduled through Administration. Do not loiter in work areas. 7. Respect staff and the fact that they work for the council as a whole. Do not expect or ask them to engage in the fray (secrets, gossip, triangulate), make your individual case (to take sides), or to be your "insider" (informant). Such activity by individual councilmembers undermines the leadership of departments and of the the organization as a whole. I 8. Members should come to meetings prepared and willing to take part in discussions with their ideas and viewpoints as part of the process to make the best decisions. This also helps to build consensus and strengthens the council's actions as a public body. Requested Action To adopt the above Norms of Behavior for Shakopee elected officials. f i C.2. H+ T OPE Shakopee City Council May 2, 2017 FROM: Darin Nelson, Finance Director TO: Mayor and Council Members Subject• Monthly Financial Review - April 2017 Policy/Action Requested: No official action is sought, this is the monthly review of the General fund revenues and expenditures Recommendation: N/A - Informational Purposes Only Discussion• April 2017 Review (see attachment) Revenue Variances • Taxes o Property taxes are received by the city twice a year, in June and December. The $70,651 of revenue in this line item is related to lodging tax that is collected and submitted to the Shakopee CVB. • Special Assessments o This is negative revenue at the moment, which reflects the payment to Republic Services for delinquent garbage bills. The city will recoup this payment through the special assessments levied against the delinquent account holders. • Licenses & Permits o Revenue is down significantly compared to last year, but well within range of this year's expected budget. • Charges for Services o April's $315,900 of revenue includes: ■ $115,800 of recreation revenue including ice sales, membership sales, programming and rental revenue. ■ $176,000 from SPUC for April's payment in lieu of taxes ■ $12,900 for planning application fees. Expenditure Variances • April 30th marked the one-third point of the year, compared with year-to-date actual expenditures accounting for only about 25 percent of the annual budget, or an 8 percent positive variance. Compared to last year at this time, actual expenditures have increased approximately $200,000. This increase is expected with the staffing of formerly vacant positions and the increased operational expenditures of running a larger ice facility. • All city departments are either within a few percentage points of the 33 percent benchmark or are significantly below that threshold. Community Center & Ice Arena Year-over-Year Comparison Ice Arena revenues are at $248,625 through April, which is more than double the revenues during this same period last year. Consequently, operating expenditures are also nearly double with personnel expenditures about 55 percent higher than last year. The prime winter season activities are complete, which will cause a reduction in sales over the non-prime season. Revenues as of April 30 exceed expenditures by $50,800 compared to last years amount of$5,600. Community Center revenues have increased almost $138,000 or 140 percent compared to this same time last year. Membership sales are have increased with a drive to recruit new members as the community center begins to wrap up construction over the next couple months. Personnel expenditures are up 17 percent compared to last year, which is expected due to the need to hire additional staff to cover expanded operations. Operational expenditures are up five percent compared to last year. Once the pool area is operational both personnel and operating costs are expected to increase. Expenditures as of April 30 exceed revenue by $38,902 compared to $147,523 this time last year. Budget Impact• NA - Informational Purposes Only ATTACEMENTS: ❑ Apri12017 Monthly Financial Report a April 2017 Community Center & Ice Arena Year-to-Year Comparison CITY OF SHAKOPEE Monthly Financial Report YTD April YTD Budget April YTD 2017 2017 2017 Balance Percent 2016 Budget Actual Actual Remaining Used Actual 01000- GENERAL FUND REVENUES: * -TAXES (16,568,400) (26,141) (70,651) (16,497,749) 0% y (66,476) * - SPECIAL ASSESSMENTS (12,000) 0 17,195 (29,195) (143)% y 29,165 * -LICENSES AND PERMITS (1,683,400) (160,792) (533,722) (1,149,678) 32% D (1,039,533) * -INTERGOVERNMENTAL (1,287,100) 0 (297,880) (989,220) 23% D (279,009) * -CHARGES FOR SERVICES (4,937,400) (315,900) (1,933,619) (3,003,781) 39% D (1,684,470) * -FINES AND FORFEITS (1,500) 0 (600) (900) 40% D (998) * -MISCELLANEOUS (213,400) (693) (91,839) (121,561) 43% + (58,517) TOTAL REVENUES (24,703,200) (503,526) (2,911,117) (21,792,083) 12% y (3,099,838) EXPENDITURES: 11 -MAYOR&COUNCIL 197,900 7,116 73,944 123,956 37%-D 75,580 12 -ADMINISTRATION 1,707,000 114,500 454,259 1,252,741 27%-D 341,518 13 -CITY CLERK 318,000 20,981 91,180 226,820 29% D 80,359 15 -FINANCE 1,207,900 70,433 231,225 976,675 19% t 227,481 17-COMMUNITY DEVELOPMENT 586,800 44,469 159,492 427,308 27% D 121,706 18 -FACILITIES 384,800 17,276 93,018 291,782 24%-D 110,878 31 -POLICE DEPARTMENT 7,980,000 500,985 2,154,373 5,825,627 27% �D 2,231,340 32 -FIRE 2,160,400 99,436 533,387 1,627,013 25%-D 541,308 33 -INSPECTION-BLDG-PLMBG-HTG 796,200 58,223 242,006 554,194 30%-D 204,435 41 -ENGINEERING 786,200 24,234 138,405 647,795 18% + 188,115 42 -STREET MAINTENANCE 2,151,100 116,718 513,221 1,637,879 24% -D 516,824 44 -FLEET 435,000 29,462 129,857 305,143 30%,D 117,949 46 -PARK MAINTENANCE 1,936,300 75,389 404,070 1,532,230 21% + 355,549 66 -NATURAL RESOURCES 198,000 19,388 71,870 126,130 36% -D 48,558 67-RECREATION 3,190,000 166,306 716,264 2,473,736 22% 639,279 91 -UNALLOCATED 217,600 298 1,890 215,710 1% rh 1,176 TOTAL EXPENDITURES 24,253,200 1,365,213 6,008,463 18,244,737 25% -D 5,802,055 OTHER FINANCING * -TRANSFERS IN (250,000) 0 0 (250,000) 0% 0 * -TRANSFERS OUT 700,000 0 0 700,000 0% 0 OTHER FINANCING TOTAL 450,000 0 0 450,000 0% 0 FUND TOTAL 0 861,687 3,097,346 (3,097,346) 2,702,192 Key T Varies more than 10%than budget positively y Varies more than 10%than budget negatively Within 10%of budget COMMUNITY CENTER BUDGET TO ACTUAL Business Apr YTD Apr YTD Apr YTD Apr YTD Apr YTD Unit Budget Actual Actual Actual Actual Year 2017 2016 2017 Year Variance Variance % 0673 - ICE ARENA REVENUES (657,500.00) (117,157.67) (248,625.53) (131,467.86) 112.21 WAGES AND BENEFITS 286,000.00 53,287.98 82,832.15 29,544.17 55.44 OPERATING EXPENDITURES 391,350.00 58,237.16 114,992.97 56,755.81 97.46 0673 - ICE ARENA 19,850.00 (5,632.53) (50,800.41) (45,167.88) 801.91 0674 & 0678 - COMMUNITY CENTER REVENUES (385,900.00) (98,329.54) (236,118.87) (137,789.33) 140.13 WAGES AND BENEFITS 566,100.00 145,234.13 169,512.45 24,278.32 16.72 OPERATING EXPENDITURES 455,300.00 100,618.32 105,508.97 4,890.65 4.86 0674 & 0678 - COMMUNITY CENTER 635,500.00 147,522.91 38,902.55 (108,620.36) (73.63) 4/27/2017 11:38:11 AM Page 1 of 1