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Home My WebLink AboutMarch 21, 2023 - Council PacketF E. ' Shakopee City Council March 21, 2023 7:00 PM City Hall, 485 Gorman St. Vision: Shakopee is a place where people want to be! A distinctive river town, with a multitude of business, cultural and recreational opportunities in a safe, welcoming and attractive environment for residents and visitors. Mission: Our mission is to deliver high quality services essential to maintaining a safe and sustainable community. We commit to doing this cost-effectively, with integrity and transparency. Key strategies: 1. Financial stability 2. Enhancing community strengths 3. Effective public services 4. Communication Mayor Matt Lehman presiding 1. Roll Call 2. Pledge of Allegiance 3. Special Presentation 3.A. Resolution of Appreciation - Captain Chris Dellwo 4. Approval of Agenda 5. 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. Administration *5. A.1. *City Council Minutes *5. A.2. *Approve On -Sale and Sunday Liquor Licenses for Global Restaurants Inc. dba Kabob by Dangerfield's *5. A.3. *Bureau of Justice Assistance's Comprehensive Opioid, Stimulant, & Substance Use Program grant *5. A.4. *US Department of Justice Office of Community Oriented Policing Services' Law Enforcement Mental Health and Wellness Program grant Page 1 of 183 B. Parks and Recreation *5. B.1. *Acceptance of Donation and Sponsorship Funds C. Planning and Development *5. C.1. *Minnesota Department of Natural Resources' Outdoor Recreation grant D. Police *5. D.1. *Surplus Property *5. D.2. *Appointment of Jamie Pearson to the Rank of Captain E. Public Works and Engineering *5. E.1. *Acquisition of Easements from T and D Elander II LLC *5. E.2. *United Properties Access Modification Agreement *5. E.3. *2020 Cured -In -Place Sewer Pipe Lining Project *5. E.4. *JPA for Roadway Pavement Maintenance *5. E.5. *Recycling Grant for Clean -Up Days *5. E.6. *Public Works Employee Hire - Street Supervisor Position 6. RECOGNITION OF INVOLVED RESIDENTS 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. 7. Business removed from consent will be discussed at this time 8. General Business A. Administration 8. A.1. Monthly Financial Review- February 2023 B. Planning and Development 8. B.1. Review of Plans for SandVenture 8. B.2. Lease with Tommy's Malt Shop for SandVenture 9. Reports 9.A. City Bill List 9.B. Liaison & Administration Reports Page 2 of 183 10. Other Business 11. Adjournment to Tuesday, April 4, 2023 at 7 p.m. Page 3 of 183 3.A. Shakopee City Council March 21, 2023 FROM: Jeff Tate, Chief of Police TO: Mayor and Council Members Subject: Resolution of appreciation and retirement of Captain Chris Dellwo Policy/Action Requested: Approve Resolution R2023-35, a resolution expressing appreciation for and accepting the retirement and resignation of Captain Chris Dellwo and honoring him for his 28 years of service to the City of Shakopee. Recommendation: Staff recommends Council approve the resolution. Discussion: Captain Chris Dellwo has served the Shakopee community for 28 years in many capacities at the Shakopee Police Department. These assignments have been Patrol Officer, Field Training Officer, member of the SWAT Team, Administrative Sergeant, Patrol Sergeant, Drug Task Force Agent, Commander of the Southwest Metro Drug Task Force and is currently Captain of the Patrol Division. He has done so with dedication and commitment and is very deserving of this recognition. Budget Impact: None. ATTACHMENTS: o R2023-035 Page 4 of 183 RESOLUTION NO. R2023-035 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA EXPRESSING APPRECIATION FOR AND ACCEPTING THE RETIREMENT AND RESIGNATION OF CAPTAIN CHRIS DELLWO WHEREAS, Chris Dellwo, born and raised in the City of Shakopee, began his law enforcement career in 1992 in Pine County. In 1993, he continued his career in Coon Rapids before coming back to his hometown of Shakopee and starting at the Shakopee Police Department in 1995; and WHEREAS, Chris was hired as a patrol officer with the Shakopee Police Department in 1995 and was subsequently promoted to Patrol Sergeant in 2001 and into his current position as Captain in 2009; and, WHEREAS, Chris's wife, Lisa and his two daughters, Hannah and Ella and Chris's extended family have supported Chris during his tenure at the Shakopee Police Department; and, WHEREAS, during his tenure at the Shakopee Police Department, Chris has held many assignments, Patrol Officer, Field Training Officer, member of the SWAT Team, Patrol Sergeant, Drug Task Force Agent, Administrative Sergeant, Commander of the Southwest Drug Task Force and is currently captain of the patrol division. WHEREAS, Chris has received numerous accolades and letters of appreciation throughout his career. Chris received the Distinguished Service Award for his excellent job as the commander of the Southwest Metro Drug Task Force. In 2009, Chris also received the Award of Valor from the Shakopee Police Department and The Medal of Honor from the MN Chiefs of Police Association for his bravery. He most recently received the 2022 Administrator Leadership Award. WHEREAS, throughout Chris's 28 years of dedicated service to the residents and the City of Shakopee, he has embodied and lived the Shakopee Police Department's mission statement- "to provide services with integrity and professionalism, to protect citizens through enforcement of the law and to work in partnership with our community to enhance the quality of life in the City of Shakopee"; and, WHEREAS, Chris has had an enormous influence on the direction the department has taken from hiring to equipment, for more than two decades. WHEREAS, after providing 28 years of service, Captain Dellwo will retire from his position of Captain on March 31, 2023. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Shakopee hereby accepts, with regret, the resignation of Captain Chris Dellwo from the Shakopee Police Department effective March 31, 2023; and BE IT FURTHER RESOLVED that the Mayor and City Council of the City of Shakopee, Minnesota hereby extends their sincere appreciation and gratitude for the dedicated service of Captain Chris Dellwo to the City of Shakopee and hereby extends to him a sincere thank you, congratulations and best wishes for a long and happy retirement. Adopted in regular session of the City Council of the City of Shakopee, held this 21 st day of March 2023. Mayor of the City of Shakopee ATTEST: City Clerk Page 5 of 183 *5.A.1. Shakopee City Council March 21, 2023 FROM: Lori J. Hensen, City Clerk TO: Mayor and Council Members Subject: City Council minutes from March 7, 2023. Policy/Action Requested: Approve the minutes of March 7, 2023. Recommendation: Approve the minutes of March 7, 2023. Discussion: Budget Impact: ATTACHMENTS: o March 7, 2023 Page 6 of 183 Shakopee City Council Minutes March 7, 2023 7:00 PM City Hall, 485 Gorman St. Mayor Matt Lehman presiding 1. Roll Ca11 Present: Mayor Matt Lehman, Councilmembers Jay Whiting, Angelica Contreras, Jim DeLaney, Terry Joos Staff Present: Police Chief Jeff Tate, City Attorney Jim Thomson, Finance Director Nate Reinhardt, Planning/Development Director Michael Kerski, City Clerk Lori Hensen, Assistant City Engineer Micah Heckman, Park/Recreation Jay Tobin 2. Pledge of Allegiance 3. Approval of Agenda Tate added 6.A. Special Presentation Officer of the Year Award Councilmember Jay Whiting made a motion to approve the modified agenda, seconded by Councilmember Angelica Contreras 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.) Councilmember Angelica Contreras made a motion to approve the consent agenda, seconded by Councilmember Jim DuLaney and the motion passed. 5-0 A. Administration B. 4. A.1. *City Council Minutes Approve the minutes of February 21, 2023. (Motion was carried under consent agenda) *4. A.2. *Appointment of Election Judges Page 7 of 483 Adopt Resolution R2023-034, a resolution appointing election judges for April 11, 2023 Special Election. (Motion was carried under consent agenda) *4. A.3. *Approve a THC License for VK Global LLC. dba Kota Botanics Approve a THC License for VK Global LLC. dba Kota Botanics, located at 8070 Old Carriage Court N. (Motion was carried under consent agenda) *4. A.4. *Certification of Delinquent Sewer and Storm Drainage Accounts Adopt Resolution No. R2023-023, certifying assessments for delinquent sewer and storm drainage accounts from January 1, 2022 thru July 31, 2022 (Motion was carried under consent agenda) Add a $25 administrative charge for collection with payable 2024 property taxes. (Motion was carried under consent agenda) Write off delinquent accounts less than $25 which total $354.71. (Motion was carried under consent agenda) *4. A.S. *Scott County Public Health's Statewide Health Improvement Partnership MN Eats Grant Award Adopt Resolution R2023-032, accepting Scott County Public Health's Statewide Health Improvement Partnership (SHIP) MN Eats Grant Award and authorizing the City Administrator to execute the necessary contracts and agreements applicable to accepting this award. (Motion was carried under consent agenda) B. Public Works and Engineering *4. B.1. *2023 County Highway 83 Overlay Cooperative Agreement Authorize the Mayor and City Administrator to enter into an Overlay Cooperative Agreement with Scott County for the County Highway 83 mill and overlay project. (Motion was carried under consent agenda) *4. B.2. *Approval of a MnDOT Local Road Improvement Program Grant Agreement Adopt Resolution R2023-029, a resolution approving a grant agreement with MnDOT for State Transportation Fund Local Road Improvement Program (LRIP) for the TH 169 pedestrian bridge project. (Motion was carried under consent agenda) *4. B.3. *Approve Plans and Authorize Bidding for the 2023 Pavement Rehabilitation Projects Adopt Resolution R2023-030, approving plans and specifications and ordering Page of 483 advertisement for bids for the 2023 Full Depth Pavement Reconstruction & Bituminous Pavement Rehabilitation Projects CIF-23-001, CIF-23-011, CIF-23-012, and CIF-23-013. (Motion was carried under consent agenda) *4. B.4. *Grant Agreement with Board of Water and Soil Resources Adopt Resolution R2023-033 approving an agreement for funding a smart scale and brine tank, and a water quality stormwater project at the parking lot near Lewis Street West and 2nd Avenue West. (Motion was carried under consent agenda) *4. B.5. *Tahpah Bathroom Rehabilitation Accept bids from Twin City Hardware in the amount of $40,309.68 and from Associated Mechanical in the amount $22,455.00. (Motion was carried under consent agenda) *4. B.6. *Park Restroom Cleaning Contract Approve contract with Treasure Enterprises, Inc., in the amount of $41,919.42 for annual park restroom cleaning services. (Motion was carried under consent agenda) *4. B.7. *Parking Control Change on Scott Street, Atwood Street, and Levee Drive Approve a two-hour parking zone and installation of parking zone signs on Scott Street, Atwood Street and Levee Drive. (Motion was carried under consent agenda) 5. RECOGNITION OF INVOLVED RESIDENTS 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 6.A. Special Presentation -Officer of the Year, Derek Nordvedt 7. Public Hearings 7.A. Review a Request to Reconsider the Denial of a THC License for Spring Leaf LLC. dba Shakopee Express One. Councilmember Angelica Contreras made a motion to open the public hearing, seconded by Councilmember Jim DuLaney and the motion passed. 5-0 Councilmember Jay Whiting made a motion to continue the public hearing to April 4, Page 9 of 483 2023 at 7:00 pm, seconded by Councilmember Terry Joos and the motion passed. 5-0 7.B. Review a Request to Reconsider the Denial of a THC License for Top Star Market and Nicollet Tobacco. Councilmember Jay Whiting made a motion to open the public hearing, seconded by Councilmember Angelica Contreras and the motion passed. 5-0 Councilmember Terry Joos made a motion to continue the public hearing to April 4, 2023, seconded by Councilmember Jim DuLaney and the motion passed. 5-0 8. Recess for Economic Development Authority Meeting Councilmember Jay Whiting made a motion to adjourn to the EDA, seconded by Councilmember Angelica Contreras and the motion passed. 5-0 9. Reconvene 10. General Business 11. Reports 11.A.City Bill List Informational only 11.B.Liaison & Administration Reports 12. Other Business 13. Adjournment to Tuesday, March 21, 2023 at 7 p.m. Councilmember Angelica Contreras made a motion to adjourn to Tuesday, March 21, 2023 at 7:00 pm, seconded by Councilmember Jim DuLaney and the motion passed. 5 - 0 Page 40)64183 *5.A.2. Shakopee City Council March 21, 2023 FROM: Heidi Emerson, Deputy City Clerk TO: Mayor and Council Members Subject: Approval of On -Sale and Sunday Liquor Licenses for Global Restaurants Inc. dba Kabob by Dangerfield's. Policy/Action Requested: Approve on -sale and Sunday liquor licenses for Global Restaurants Inc. dba Kabab by Dangerfield's located at 1555 1st Avenue East. Recommendation: Approve the above requested motion. Discussion: Global Restaurants Inc. dba Kabob by Dangerfield's, located at 1555 1st Avenue East, has applied for On -Sale and Sunday liquor licenses. The application is in order and all fees will be required to be paid prior to issuance of the license. The Police Department has conducted the customary background investigation and has advised that nothing was found that would prohibit issuance of the licenses. Budget Impact: Page 11 of 183 *5.A.3. Shakopee City Council March 21, 2023 FROM: Andrea Harrell, Grants & Special Projects Coordinator TO: Mayor and Council Members Subject: Bureau of Justice Assistance's Comprehensive Opioid, Stimulant, & Substance Use Program grant Policy/Action Requested: Adopt Resolution R2023-038, approving an application to the Bureau of Justice Assistance's (BJA) Comprehensive Opioid, Stimulant, & Substance Use Program (COSSUP) grant. Recommendation: Adopt Resolution R2023-038. Discussion: The BJA's COSSUP grant offers funding to law enforcement agencies to identify, respond to, treat, and support those impacted by the use and misuse of opioids, stimulants, and other substances. Funding will be requested to purchase Narcan and Fentanyl test strips to both keep on hand for officer use and to provide to the community. Funding will also be sought out for the Recovery Assistance Program and for future funding of the Coordinated Response Unit. Budget Impact: A 0% match is required. ATTACHMENTS: a City Council Memo for Resolution Approval R2023-038 a Resolution R2023-038 Page 12 of 183 NovusAGENDA Title: Bureau of Justice Assistance's Comprehensive Opioid, Stimulant, & Substance Use Program grant Agenda Category: Administrative Shakopee City Council March 21, 2023 FROM: Andrea Harrell, Grants & Special Projects Coordinator TO: Mayor and Council Members Subject: Bureau of Justice Assistance's Comprehensive Opioid, Stimulant, & Substance Use Program grant Policy/Action Requested: Adopt Resolution R2023-038, approving an application to the Bureau of Justice Assistance's (BJA) Comprehensive Opioid, Stimulant, & Substance Use Program (COSSUP) grant. Recommendation: Adopt Resolution R2023-038. Discussion: The BJA's COSSUP grant offers funding to law enforcement agencies to identify, respond to, treat, and support those impacted by the use and misuse of opioids, stimulants, and other substances. Funding will be requested to purchase Narcan and Fentanyl test strips to both keep on hand for officer use and to provide to the community. Funding will also be sought out for the Recovery Assistance Program and for future funding of the Coordinated Response Unit. Budget Impact: A 0% match is required. ATTACHMENTS: Resolution R2023-038 Page 13 of 183 RESOLUTION R2023-038 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA APPROVING THE CITY TO SUBMIT BUREAU OF JUSTICE ASSISTANCE'S COMPREHENSIVE OPIOID, STIMULANT, & SUBSTANCE USE PROGRAM GRANT APPLICATION WHEREAS, the City of Shakopee supports the application made to the Bureau of Justice Assistance's (BJA) Comprehensive Opioid, Stimulant, & Substance Use Program grant. WHEREAS, the application is to obtain funding to purchase Narcan and Fentanyl testing strips for city and public use, provide additional scholarships to applicants of the Recovery Assistance Program, and future funding of the Coordinated Response Unit, and WHEREAS, the City of Shakopee recognizes a 0% match is required. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA AS FOLLOWS: if the City of Shakopee is awarded a grant by BJA, the City of Shakopee agrees to accept the grant award and may enter into an agreement with BJA for the above referenced project. The City of Shakopee will comply with all applicable laws, requirements and regulations as stated in the grant agreement. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 21st day of March 2023. Prepared by: City of Shakopee 485 Gorman Street Shakopee, MN 55379 Matt Lehman, Mayor of the City of Shakopee ATTEST: Lori Hensen City Clerk Page 14 of 183 *5.A.4. Shakopee City Council March 21, 2023 FROM: Andrea Harrell, Grants & Special Projects Coordinator TO: Mayor and Council Members Subject: US Department of Justice Office of Community Oriented Policing Services' Law Enforcement Mental Health and Wellness Program grant Policy/Action Requested: Adopt Resolution R2023-0039, approving an application to the US Department of Justice (DOJ) Office of Community Oriented Policing Services' (COPS) Law Enforcement Mental Health and Wellness (LEMHW) grant. Recommendation: Adopt Resolution R2023-039. Discussion: The DOJ COPS LEMHW grant offers funding to improve the delivery of and access to mental health and wellness services for law enforcement officers through the implementation of peer support, training, family resources, suicide prevention, and other promising practices for wellness. The Shakopee Police Department currently operates the Check-up from the Neck Up program. This grant funding would be used to strengthen and expand the current program. Budget Impact: A 0% match is required. ATTACHMENTS: a City Council Memo for Resolution Approval R2023-039 a Resolution R2023-039 Page 15 of 183 NovusAGENDA Title: US Department of Justice Office of Community Oriented Policing Services' Law Enforcement Mental Health and Wellness Program grant Agenda Category: Administration Shakopee City Council March 21, 2023 FROM: Andrea Harrell, Grants & Special Projects Coordinator TO: Mayor and Council Members Subject: US Department of Justice Office of Community Oriented Policing Services' Law Enforcement Mental Health and Wellness Program grant Policy/Action Requested: Adopt Resolution R2023-039, approving an application to the US Department of Justice (DOJ) Office of Community Oriented Policing Services' (COPS) Law Enforcement Mental Health and Wellness (LEMHW) grant. Recommendation: Adopt Resolution R2023-039. Discussion: The DOJ COPS LEMHW grant offers funding to improve the delivery of and access to mental health and wellness services for law enforcement officers through the implementation of peer support, training, family resources, suicide prevention, and other promising practices for wellness. The Shakopee Police Department currently operates the Check-up from the Neck Up program. This grant funding would be used to strengthen and expand the current program. Budget Impact: A 0% match is required. ATTACHMENTS: Resolution R2023-039 Page 16 of 183 RESOLUTION R2023-039 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA APPROVING THE CITY TO SUBMIT US DEPARTMENT OF JUSTICE OFFICE OF COMMUNITY ORIENTED POLICING SERVICES' LAW ENFORCEMENT MENTAL HEALTH AND WELLNESS GRANT APPLICATION WHEREAS, the City of Shakopee supports the application made to the US Department of Justice (DOJ) Office of Community Oriented Policing Services' (COPS) Law Enforcement Mental Health and Wellness (LEMHW) grant. WHEREAS, the application is to obtain funding to strengthen and expand the Check-up from the Neck Up program which provides mental health services to city staff within the Police Department, and WHEREAS, the City of Shakopee recognizes a 0% match is required. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA AS FOLLOWS: if the City of Shakopee is awarded a grant by DOJ COPS, the City of Shakopee agrees to accept the grant award and may enter into an agreement with DOJ COPS for the above referenced project. The City of Shakopee will comply with all applicable laws, requirements and regulations as stated in the grant agreement. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 21' day of March 2023. Prepared by: City of Shakopee 485 Gorman Street Shakopee, MN 55379 Matt Lehman, Mayor of the City of Shakopee ATTEST: Lori Hensen City Clerk Page 17 of 183 *5.B.1. Shakopee City Council March 21, 2023 FROM: Carla Kress, Community Engagement Coordinator TO: Mayor and Council Members Subject: Accept Donation and Sponsorship Funds for Recreation Programs, Resolution No. R2023- 031. Policy/Action Requested: Approve Resolution No. R2023-031, accepting Donation and Sponsorship Funds for Recreation Programs. Recommendation: Recommend approval of Resolution No. R2023-031. Discussion: In 2019, the city approved the Community Engagement Coordinator position to coordinate Advertising, Volunteers and Donations/Sponsorships for the Parks and Recreation Department. So far in 2023, there are five businesses who have donated to or sponsored various recreation programs and events. Name Type Program/Event Amount Metropolitan Dance Academy - Jen Carlson Shakopee Chamber of Commerce - Tim Zunker State Farm Insurance - Katie Odeen Lions Tap - Bert Notermann Shakopee Gravel - Bert Notermann Sponsorship Premiere Level Sponsor $3,000 Sponsorship Event Level Sponsor $1,000 Sponsorship Huber Park Movie Series $1,500 Sponsorship Huber Concert Series $1,375 Sponsorship Huber Concert Series $1,375 Page 18 of 183 The City of Shakopee appreciates the generosity of each business, which helps support the city's recreation programs, events and services. The City's donation/sponsorship policy requires a 2/3 vote to accept cash donations over $1,000 and donations of real property. Budget Impact: The funds accepted assist in offsetting the cost of programs and events to allow the Parks and Recreation Department to offer programs and events to the Shakopee community. ATTACHMENTS: Resolution NO. 2023-031 Page 19 of 183 RESOLUTION NO. R2023-031 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA ACCEPTANCE OF DONATION AND SPONSORSHIP FUNDS FOR RECREATION PROGRAMS WHEREAS, on November 6, 2002, the City Council adopted Resolution No. 5794, which established procedure relating to the receipt of gifts and donations by the City; and WHEREAS, Resolution No. 5794 specifies that donations of real property shall be accepted by resolution of the City Council, and shall require a two-thirds majority of the Council for acceptance; and WHEREAS, the following businesses has generously given a monetary donation or sponsorship. Name Type Program/Event Amount Metro Dance Alliance-Jen Carlson Sponsorship Premiere Level Sponsor $3,000 Shakopee Chamber - Tim Zunker Sponsorship Event Level Sponsor $1,000 State Farm Insurance - Katie Odeen Sponsorship Huber Park Movie Series $1,500 Lions Tap - Bert Notermann Sponsorship Huber Park Concert Series $1,375 Shakopee Gravel - Bert Notermann Sponsorship Huber Park Concert Series $1,375 WHEREAS, such donation will be used for three recreational programming. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA, that the donation is gratefully accepted; and FURTHER, the City staff is directed to send a letter to the donor, acknowledging receipt of the gift and expressing the appreciation of the City Council. Adopted in regular session of the City Council of the City of Shakopee, Minnesota held this 21 st Day of March 2023. Matt Lehman Mayor of the City of Shakopee ATTEST: City Clerk Page 20 of 183 *5.C.1. Shakopee City Council March 21, 2023 FROM: Michael Kerski, Director of Planning & Development TO: Mayor and Council Members Subject: Minnesota Department of Natural Resources' Outdoor Recreation grant Policy/Action Requested: Adopt Resolution R2023-037, approving an application to the Minnesota Department of Natural Resources' (DNR) Outdoor Recreation grant. Recommendation: Adopt Resolution R2023-037. Discussion: MN DNR Outdoor Recreation grant provides funding to develop outdoor recreation facilities in local and community parks. As part of the 2023-2027 Capital Improvement Plan (PR-19-002) and the Parks System Master Plan, the development of the riverfront marina will create additional usable park space and add river access for non -motorized personal watercraft. The entirety of the Sweeney Park project will cost approximately $1,365,000, and the DNR Outdoor Recreation grant will provide up to $350,000. Budget Impact: A 50% match is required and can be provided through a combination of cash, the value of materials, labor and equipment usage by the local sponsor, and donations. The match will be paid for out of the Park Development Fund budget. ATTACHMENTS: o City Council Memo for Resolution Approval R2023-037 ▪ Resolution R2023-037 ▪ 2023-2027_Capital Improvement Plan PR-19-002 ▪ DNR Resolution R2023-037 Page 21 of 183 NovusAGENDA Title: Minnesota Department of Natural Resources' Outdoor Recreation grant Agenda Category: Planning & Development Shakopee City Council March 21, 2023 FROM: Michael Kerski, Director of Planning & Development TO: Mayor and Council Members Subject: Minnesota Department of Natural Resources' Outdoor Recreation grant Policy/Action Requested: Adopt Resolution R2023-037, approving an application to the Minnesota Department of Natural Resources' (DNR) Outdoor Recreation grant. Recommendation: Adopt Resolution R2023-037. Discussion: MN DNR Outdoor Recreation grant provides funding to develop outdoor recreation facilities in local and community parks. As part of the 2023-2027 Capital Improvement Plan (PR-19-002) and the Parks System Master Plan, the development of the riverfront marina will create additional usable park space including and add river access for non -motorized personal watercraft. The entirety of the Sweeney Park project will cost approximately $1,365,000, and the DNR Outdoor Recreation grant will provide up to $350,000. Budget Impact: A 50% match is required and can be provided through a combination of cash, the value of materials, labor and equipment usage by the local sponsor, and donations. The match and the remainder of the project costs will be paid for out of the Park Development Fund budget. ATTACHMENTS: Resolution R2023-037 2023-2027 Capital Improvement Plan PR-19-002 MN DNR Resolution Page 22 of 183 RESOLUTION R2023-037 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA APPROVING THE CITY TO SUBMIT MINNESOTA DEPARTMENT OF NATURAL RESOURCES' OUTDOOR RECREATION GRANT APPLICATION WHEREAS, the City of Shakopee supports the application made to the Minnesota Department of Natural Resources' (DNR) Outdoor Recreation Program grant. WHEREAS, the application is to obtain funding to create the Sweeney Marina city park, and WHEREAS, the City of Shakopee recognizes a 50% match is required. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA AS FOLLOWS: if the City of Shakopee is awarded a grant by MN DNR, the City of Shakopee agrees to accept the grant award and may enter into an agreement with MN DNR for the above referenced project. The City of Shakopee will comply with all applicable laws, requirements and regulations as stated in the grant agreement. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 21st day of March 2023. Prepared by: City of Shakopee 485 Gorman Street Shakopee, MN 55379 Matt Lehman, Mayor of the City of Shakopee ATTEST: Lori Hensen City Clerk Page 23 of 183 Capital Improvement Plan City of Shakopee, Minnesota 2023 thru 2027 Project # PR-19-002 Project Name Riverfront Marina Accounting Code 5876/6876 Fund Park Development Fund Description Department Park Development Fund Contact Director of Planning & Develo Type Improvement Useful Life 30 Category Park Improvements Priority 2 Important -Provide Efficienci Status Active Total Project Cost: $2,430,000 The Parks System Master Plan provides guidance for this development. This will provide public access to the MN River. In cooperation with Three Rivers Park System, there may be an opportunity for boat rentals that would exit the river on the Three River's Landing property. This park development will also allow for the preservation and reuse of the Schroeder House, the owner of the Shakopee Brick Company. The house will be used for a public purpose as part of the parks master plan. The city already owns the property to the west as part of Huber Park. Funding for the restoration of the house may come from the State Historic Preservation Grant program. Justification This is a very historic house and site and will also provide the public with access to the river. The use of the house as a potential event site will also provide the community with another option. The event portion would be likely run by a private operator with the city reserving use of the space for public meetings. Prior Expenditures 2023 2024 2025 2026 2027 Total 1;065;0001 Improvements 625,000 625,000 V"trkaul Building Construction 740,000 740,000 Total 1,365,000 1,365,000 Prtoir Funding Sources 2023 2024 2025 2026 2027 Total 1;065;0001 Grants 440,000 440,000 1-'tytarl� Park Development Fund 925,000 925,000 Total Budget Impact/Other 1,365,000 1,365,000 12 Page 24 of 183 Capital Improvement Plan City of Shakopee, Minnesota 2023 thru 2027 Project # PR-19-002 Project Name River front Marina wU n, lindu. rift llu xurrnFdlo0' Department Park Development Fund Contact Director of Planning & Develo 13 Page 25 of 183 RESOLUTION R2023-037 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA AUTHROIZING THE CITY TO SUBMIT AN MN DNR OUTDOOR RECREATION GRANT APPLICATION FOR SWEENEY MARINA PARK BE IT RESOLVED that the City of Shakopee act as legal sponsor for the project contained in the Outdoor Recreation Grant application to be submitted on 31st Day of March 2023 and that Matt Lehman is hereby authorized to apply to the Department of Natural Resources for funding of this project on behalf of the City of Shakopee. BE IT FURTHER RESOLVED that the applicant maintains an adequate Conflict of Interest Policy and, throughout the term of the contract, will monitor and report any actual or potential conflicts of interest to the State, upon discovery. BE IT FURTHER RESOLVED that the City of Shakopee has the legal authority to apply for financial assistance, and it has the financial capability to meet the match requirement (if any) and ensure adequate construction, operation, maintenance, and replacement of the proposed project for its design life. BE IT FURTHER RESOLVED that the City of Shakopee has not incurred any development costs and has not entered into a written purchase agreement to acquire the property described in the Cost Breakdown section on this application. BE IT FURTHER RESOLVED that the City of Shakopee has or will acquire fee title or permanent easement over the land described in the boundary map or recreational site plan included in the application. BE IT FURTHER RESOLVED that, upon approval of its application by the State, the City of Shakopee may enter into an agreement with the State for the above -referenced project, and that the City of Shakopee certifies that it will comply with all applicable laws and regulations as stated in the grant agreement including dedicating the park property for uses consistent with the funding grant program into perpetuity. NOW, THEREFORE BE IT RESOLVED that the Mayor of the City of Shakopee is hereby authorized to execute such agreements as necessary to implement the project on behalf of the applicant. I CERTIFY THAT the above resolution was adopted by the City Council of the City of Shakopee on the 21st day of March 2023. SIGNED: WITNESSED: (Signature) (Signature) (Title) (Date) (Title) (Date) Page 26 of 183 *5.D.1. Shakopee City Council March 21, 2023 FROM: Josh Davis, Sergeant TO: Mayor and Council Members Subject: Declare Forfeited Vehicles as Surplus Property. Policy/Action Requested: Declare two forfeited vehicles as surplus property and authorize disposal. Recommendation: Approve policy/action as requested. Discussion: The vehicles were obtained through forfeiture proceedings and are described as follows: 1. 1997 Saturn SL1, VIN: 1G8ZH5282VZ150060 2. 2009 Saab 9-7, VIN: 5S3ET13S992801912 The vehicles suitable for resale will be sold at auction and the proceeds, if any, will be distributed according to Minnesota State Statute. The vehicles unsuitable for resale will be junked. Budget Impact: None. Page 27 of 183 *5.D.2. Shakopee City Council March 21, 2023 FROM: Jeff Tate, Chief of Police TO: Mayor and Council Members Subject: Appointment of Jamie Pearson to the rank of Captain. Policy/Action Requested: Appoint Jamie Pearson to fill the vacant captain's position. Recommendation: Appoint Jamie Pearson to the rank of captain. Discussion: The police department has one vacant captain position due to the retirement of Captain Chris Dellwo. The Police Civil Service Commission has conducted the necessary testing and established the police captain eligible register. I recommend the appointment of Jamie Pearson to the Police Captain at grade 210, Step 6 of the non -union pay plan, at an annual salary of $131, 893 . Budget Impact: Funds exist inthe police budget for this position. Page 28 of 183 *5.E.1. Shakopee City Council March 21, 2023 FROM: Darin Manning, Project Coordinator TO: Mayor and Council Members Subject: Authorize the acquisition of easements from T and D Elander II, LLC at 645 Shenandoah Drive. Policy/Action Requested: Adopt Resolution R2023-040 authorizing the acquisition of certain easements from T and D Elander II, LLC. Recommendation: Adopt Resolution R2023-040. Discussion: The City's 2023 Capital Improvement Plan includes a Traffic Signal CSAH 101 and Shenandoah Drive Project, CIF-23-016 (see attached CIP Sheet). As part of the Canterbury Park TIF transportation improvements, this project also includes the design and construction of a channelized right -turn lane from westbound Unbridled Avenue to northbound Shenandoah Drive and a second northbound travel lane along Shenandoah Drive just north of Unbridled Avenue. This project requires acquisition of easements from the property in the northeast quadrant of the intersection. On August 16, 2022, the City Council approved a professional services agreement with SRF Consulting Group for design services, which included easement acquisition assistance. Subsequently, an appraisal was completed for the subject property at 645 Shenandoah Drive (see attached easement sketch and property information) and a purchase price was negotiated with the owners of T and D Elander II, LLC., for the required easements. Budget Impact: The acquisition of easements in the amount of $24,100 is budgeted in the 2023 Capital Improvement Plan as part of CIF-23-016 and would be paid from the remaining Amazon Tax Increment Funding with the remainder of the project to be funded from the Canterbury Page 29 of 183 Commons Development Tax Increment Funding. An updated cost estimate with total proposed project costs will be provided to City Council at a future date when the City Council considers approval of the construction plans and authorizes bid solicitation. ATTACHMENTS: • Resolution R2023-040 • Exhibit A: Property Exhibit and Legal Description • CIP Sheet (CIF-23-016) Page 30 of 183 RESOLUTION R2023-040 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA AUTHORIZING THE ACQUISITION OF CERTAIN EASEMENTS FROM T AND D ELANDER II, LLC WHEREAS, the City Council deemed it necessary and expedient that the City of Shakopee, Minnesota (the "City") construct certain improvements, to -wit: the Traffic Signal — CSAH 101 & Shenandoah Drive Project, CIF-23-016 (the "Project"), and by Resolution R2023-040 the City Council accepted the recommendation of the Public Works department and authorized the City to enter into certain agreements to facilitate the Project; and WHEREAS, the Project includes easements along Unbridled Avenue and Shenandoah Drive for the construction of a westbound channelized right -turn; and WHEREAS, it is necessary to acquire certain real property interests, as described and depicted in the attached Exhibit A, to construct and maintain the Project (collectively, the "Real Property Interests"); and WHEREAS, T and D Elander II, LLC, owns the Real Property Interests located in the City; and WHEREAS, T and D Elander II, LLC, has agreed to sell the Real Property Interests to the City, and the City proposes to acquire the Real Property Interests from T and D Elander II, LLC, for the purchase price of $24,100. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA AS FOLLOWS: 1. The purchase of the Real Property Interests by the City is hereby approved. 2. The Mayor and City Administrator are hereby authorized to execute any other documents or certificates deemed necessary to carry out the intention of this resolution. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 21sY day of March 2023. Prepared by: City of Shakopee 485 Gorman Street Shakopee, MN 55379 Mayor of the City of Shakopee ATTEST: City Clerk Page 31 of 183 111, lll1,11,111lliiiiiii1 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII II NmY� 0) m z z 0 D m z r z m D C) w ti 0 T N Ul w w C/) T N CO 0) 0 T m CDmm—Immmm p 73 .m m 73 X X 73 z 0 0 EZ 0 Ff3 0 cn -0 -0 m -0 - - �oo o--m � 0 Dcn 0z 0 p m p A< m'c� z o� Im cn m m cz 0 z IVY f JI1m v a�la�„, 1f,PM,6A�d.,�j/O�i��'�I ✓p'",'m�l�.��,".��r�u��o��u�rypiogdNlD!��iV4��'��,IMiu��"ii,� til NW 2:10.,,, Hb00NVNBHS1))JJ l „lrrrt l///rr/ 1 warm Frer-ay CIA 1�,..,,,,rewswqvrfrgrerf 4,77(efsittif A le Atli If '0,/41r Al IlluiDfil� �� ,Mai Ms110, (1(o�i( o� m 0 0 C 0 /o //9 /d7'/li;o �% i„%�%%le/�/11 ;l„��/ll//lIf%%�% I;/II;ll, , p II 1,IGflrv�„ ! 17�U,a%� m r aae CITY OF SHAKOPEE, MN SHENANDOAH DRIVE EASEMENT ACQUISITION SRF No. 15876 JANUARY 18, 2023 PARCEL 4 DU OWNER: T AND D ELANDER II, LLC P.I.N. 274440010 PARCEL LEGAL AND OWNER ACCORDING To Doc. No. 978628 & PLAT A perpetual easement for drainage and utility purposes over, under, across and through part of the following described property: Lot 1, Block 1, VALLEY VIEW BUSINESS PARK 2ND ADDITION, Scott County, Minnesota. Said perpetual easement being that part of the North 16.00 feet of the South 36.00 feet of the East 66.00 of said Lot 1 lying easterly of a line run from a point on the south line of said Lot 1 distant 41.60 feet easterly of the southwest corner of said Lot 1 to a point on the north line of said Lot 1 distant 37.66 feet easterly of the northwest corner of said Lot 1. EXCEPT that part thereof lying southwesterly of a line run from a point on the south line of said Lot 1 distant 70.00 feet easterly of the southwest corner of said Lot 1 to a point on the west line of said Lot 1 distant 70.00 feet northerly of said southwest corner. I hereby certify that this plan, survey, or report was prepared by me or under my direct supervision and that I am a duly Licensed Land Surveyor under the laws of the State of Minnesota. Print Name: Dean Dusheck Date: January 18, 2023 License # 16679 H:AProjects\15000\15876\RealEstate\L.egals\Parcel 1 DU 01182023.docx Page 33 of 183 CITY OF SHAKOPEE, MN SHENANDOAH DRIVE EASEMENT ACQUISITION SRF No. 15876 JANUARY 18, 2023 PARCEL 4 RW OWNER: T AND D ELANDER II, LLC P.I.N. 274440010 PARCEL LEGAL AND OWNER ACCORDING To Doc. No. 978628 & PLAT A perpetual easement for roadway and utility purposes over, under, across and through part of the following described property: Lot 1, Block 1, VALLEY VIEW BUSINESS PARK 2ND ADDITION, Scott County, Minnesota. Said perpetual easement being that part of said Lot 1 lying southwesterly of a line run from a point on the south line of said Lot 1 distant 70.00 feet easterly of the southwest corner of said Lot 1 to a point on the west line of said Lot 1 distant 70.00 feet northerly of said southwest corner. I hereby certify that this plan, survey, or report was prepared by me or under my direct supervision and that I am a duly Licensed Land Surveyor under the laws of the State of Minnesota. Print Name: Dean Dusheck Date: March 4, 2020 License # 16679 H:AProjects\15000\15876\RealEstate\Legals\Parcel 1 RW 01182023.docx Page 34 of 183 CITY OF SHAKOPEE, MN SHENANDOAH DRIVE EASEMENT ACQUISITION SRF No. 15876 JANUARY 18, 2023 PARCEL 4 TE OWNER: T AND D ELANDER II, LLC P.I.N. 274440010 PARCEL LEGAL AND OWNER ACCORDING To Doc. No. 978628 & PLAT A temporary easement for construction purposes over, under, across and through part of the following described property: Lot 1, Block 1, VALLEY VIEW BUSINESS PARK 2ND ADDITION, Scott County, Minnesota. Said temporary easement being that part of the South 20.00 feet of the West 85.00 feet of said Lot 1 lying easterly of a line run from a point on the south line of said Lot 1 distant 70.00 feet easterly of the southwest corner of said Lot 1 to a point on the west line of said Lot 1 distant 70.00 feet northerly of said southwest corner. Together with a temporary easement for construction purposes over, under, across and through the East 14.00 feet of the West 80.00 feet of the North 16.00 feet of the South 36.00 feet of said Lot 1. Together with a temporary easement for construction purposes over, under, across and through that part of the North 10.00 feet of the South 46.00 feet of the East 80.00 feet of said Lot 1 lying easterly of a line run from a point on the south line of said Lot 1 distant 41.60 feet easterly of the southwest corner of said Lot 1 to a point on the north line of said Lot 1 distant 37.66 feet easterly of the northwest corner of said Lot 1. Together with a temporary easement for construction purposes over, under, across and through that part of the South 50.00 feet of said Lot 1 lying easterly of a line run from a point on the south line of said Lot 1 distant 70.00 feet easterly of the southwest corner of said Lot 1 to a point on the west line of said Lot 1 distant 70.00 feet northerly of said southwest corner and also lying westerly of a line run from a point on the south line of said Lot 1 distant 41.60 feet easterly of the southwest corner of said Lot 1 to a point on the north line of said Lot 1 distant 37.66 feet easterly of the northwest corner of said Lot 1. Together with a temporary easement for construction purposes over, under, across and through that part of the West 10.00 feet of the South 185.00 feet of said Lot 1 lying northerly of a line run from a point on the south line of said Lot 1 distant 70.00 feet easterly of the southwest corner of said Lot 1 to a point on the west line of said Lot 1 distant 70.00 feet northerly of said southwest corner. Page 35 of 183 Said temporary easements to expire March 31, 2024 I hereby certify that this plan, survey, or report was prepared by me or under my direct supervision and that I am a duly Licensed Land Surveyor under the laws of the State of Minnesota. Print Name: Dean Dusheck Date: January 18, 2023 License # 16679 H:AProjects\15000\15876\RealEstate\Legals\Parcel 1 TE 01182023.docx Page 36 of 183 Capital Improvement Plan City of Shakopee, Minnesota 2023 thru 2027 Project# CIF-23-016 Project Name Traffic Signal - CSAH 101 & Shenandoah Drive Accounting Code Fund Description Department Capital improvements Fund Contact Public Works Director Type Improvement Useful Life 30 Category Street Construction Priority 1 Critical for Safety/Preservati Status Active Total Project Cost: $920,000 The construction of a traffic signal and intersection improvements are expected to be warranted in the future with the increased traffic in the area of CSAH 101 and Shenandoah Drive. Additionally, a 500-ft section of Shenandoah is proposed to be widened just north of Unbridled Boulevard to add a 2nd northbout lane as recommended in the Canterbury Amphitheater EAW. The improvements will be paid for by the area remaining Amazon TTF funding and Canterbury TTF funding. Justification The Canterbury areawide transportation study identified the need for a traffic signal at CSAH101 and Shenandoah Drive. Heavy truck and traffic volumes create backups on Shenandoah Drive. Additional development of the Canterbury area will further increase traffic through the intersection. Expenditures 2023 2024 2025 2026 2027 Total Improvements 600,000 Engineering/Administration 320,000 700,000 220,000 Total Funding Sources 920,000 920,000 2023 2024 2025 2026 2027 Total Tax Increment Financing 920,000 920,000 Total Budget Impact/Other 920,000 920,000 The total project cost is estimated at $920,000, understanding that this is a place holder for a traffic signal system with minor intersection and turn lane improvements. A final project budget will be presented once final intersection and turn lane improvements have been identified. 66 Page 37 of 183 Capital Improvement Plan City of Shakopee, Minnesota 2023 thru 2027 Project # CIF-23-016 Project Name Traffic Signal - CSAH 101 & Shenandoah Drive NFINF ihi liioiumiuuuwmiuum�, iuuoutllllm m° V1, hll IIr 11111111,1,1,1,1,1111,1,1,1,1,81NN'i!d U Wi1a 111Wwm,15, A/u�a� VNII6'IVh41 �, �1��d mile �GII��JI'I 11'liiiuuu 111,1lli,i111'1"11u 11,1p 11 r 1104,4111111,11 Department Capital Improvements Fund Contact Public Works Director 111,`YIIp 1111111111111111 67 Page 38 of 183 *5.E.2. Shakopee City Council March 21, 2023 FROM: Micah Heckman, Assistant City Engineer TO: Mayor and Council Members Subject: United Properties Access Modification Agreement Policy/Action Requested: Approve the Access Modification Agreement with United Properties. Recommendation: Approve the agreement. Discussion: Currently there are six driveway curb cuts within 400 feet of the intersection of County Road (CR) 83 and 12th Avenue. In conjunction with the CR 83 reconstruction project, the City of Shakopee explored a driveway consolidation along 12th Avenue, east of CR 83. Efforts were made with several businesses to reduce the number of driveways in the area to make a safer corridor for drivers. While the city was not able to accomplish everything it desired, staff was able to come to an agreement with a property owner, United Properties, on the north side of the roadway to relocate one of their driveways. The relocation will push the driveway east approximately 250 feet and will serve to reduce the number of conflicting movements that are seen at the current location. If this agreement is approved, staff will obtain quotes from contractors to complete the work and construction will take place in summer 2023. Budget Impact: The project was budgeted for in the 2022 Capital Improvement Plan as part of the Canterbury Commons Development Tax Increment Financing (TIF). Once the agreement is approved and plans are prepared, quotes will be received and brought back to council for approval. Page 39 of 183 ATTACHMENTS: Access Modification Agreement Page 40 of 183 ACCESS MODIFICATION AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of this 21 day of October , 2022, by and between United Properties Investment, LLC, a Minnesota limited liability company ("United Properties") and the City of Shakopee, a body politic and corporate under the laws of the State of Minnesota ("City"). United Properties and the City may collectively at times be referred to as ("Parties") or individually as ("Party"). Recitals A. United Properties owns properties (collectively, the "Property") described as Lot 2, Block 1, Canterbury Park 3'd Addition, and Lot 1, Block 1, Valley Park 12th Addition, Scott County (the "County"), Minnesota, which Property is located at 4241 12th Avenue East in the City of Shakopee. 12th Avenue East abuts the Property on the south and the Property currently has two full access points to and from an existing undivided local roadway known as 12th Avenue East. The west access point is primarily used for ingress and egress to the employee parking lot; the east access point is used for truck access to and from the Property. Attached to this Agreement as Figure 1 is a circa 2020 GIS aerial photograph depicting the current access points to the Property; and B. In 2022, the City is partnering with Scott County, who is planning and designing a project to reconstruct County Highway 83 ("CH 83") along with a portion of 12th Avenue East as a divided four lane roadway with opposing traffic lanes separated by a median that abuts the Property under a County highway project known as Project CP 83-24 ("Project"); and C. The City and United Properties have been in discussions regarding the changes in access caused by the Project, in favor of United Properties' preference for modification by closing the current westerly access and shifting it further east in order to benefit the Property with full access at this driveway and full access at the easterly access ("Driveway Reconstruction"); and E. The City is willing to accommodate the access changes contemplated by this Agreement to improve access management for the welfare and safety of the travelling public on 12th Avenue East and improving access for the Property. This accommodation will not hinder or limit in any manner at any time the road authority's management of a roadway known as l 2th Avenue East, including but not limited to, the regulation of access. Attached to this Agreement as Figure 2 is a copy of that part of the proposed new layout for 12th Avenue East depicting the changes to the access points to and from the Property after the Project is completed; and 4875-7418-6525\2 1 Page 41 of 183 F. United Properties and the City desire to memorialize the understanding between them regarding private property access to and from the Property as a result of the Project, and the work to be performed for the Driveway Reconstruction by the City as provided herein. NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: l . The Recitals set out above are hereby incorporated in this Agreement. 2. The Parties agree to the access management changes depicted on Figure 2 for the benefit both the Project and the Property. The City shall cause final design and engineering plans and specifications for the Driveway Reconstruction to be prepared and incorporated into the Project's plans and specifications (herein, the "Plans") at the City's sole cost and expense. The Plans, to the extent they are on or affect the Driveway Reconstruction and the Property, shall be subject to the review and approval of United Properties within ten (10) business days of receipt, which United Properties shall not unreasonably withhold. United Properties understands that the driveway access management changes will result in the loss of parking on a portion of the Property that is currently used for such parking and that there may be other property rights adversely impacted by, asssociated with or resulting from the Driveway Reconstruction (collectively, "Property Damages"). In exchange for reconstruction of the access to and from the Property as described in this Agreement, United Properties agrees to waive compensation for the Property Damages. United Properties waives any right to such compensation and releases the City from any obligation to pay compensation for the Property Damages provided the Driveway Reconstruction is completed as proposed in this Agreement. 3. The City, at the City's sole cost and expense, shall provide all labor, materials, improvements and other work to be supplied and/or performed in accordance with the Driveway Reconstruction. The Driveway Reconstruction will be peformed in accordance with the approved Plans. United Properties will incur no costs relating to the Driveway Reconstruction. The Parties agree that all costs and expenses for the Driveway Reconstruction will be borne by the City. 4. United Properties will provide, at no cost to the City (other than recording fees, to the extent applicable), the necessary temporary construction easement on the portion of the Property necessary to allow for relocation and reconstruction of the access points by the Driveway Reconstruction (the "Easement Area"). United Properties acknowledges that the temporary construction easement will be granted to the City in order that such Driveway Reconstruction may be incorporated into the Project. Said temporary construction easement shall be pursuant to a Right of Entry Permit in the form and content of Exhibit A: attached hereto (the "Easement"), which United 4875-7418-6525\2 2 Page 42 of 183 Properties shall execute and deliver contemporaneously with the execution and delivery of this Agreement. 5. The City agrees to: a. perfonn the Driveway Reconstruction and store materials within the Easement Area in a manner so as not to materially interfere with the business operations of United Properties, its tenants or other occupants at the Property; b. provide United Properties with advance written notice of construction activities whenever reasonably feasible, and conduct activities as to minimize interference with the business operations of any occupant of the Property; c. perform all Driveway Reconstruction in a good and workmanlike manner free from defects per the Plans. The City shall provide United Properties notice in writing upon the completion of the Driveway Reconstruction. United Properties shall have 90 days from the receipt of such notice to make any objections regarding the workmanship. d. at its sole cost and expense, repair damage caused to the Property in connection with the City's activities and restore the Easement Area to its condition prior to the undertaking of such activities, including but not limited to backfilling of any excavated land in proper manner so as to ensure that the backfilled soil is properly compacted and will not sink over time; provided, however, United Properties shall be responsible for any environmental contamination, if any, discovered in the Easement Area, except to the extent exacerbated by the City; e. not unreasonably interfere with vehicular ingress or egress to the Property, nor use the Easement Area to store materials, machinery or equipment in a manner that creates a safety hazard; f. maintain the Easement Area in good order and repair, at its sole cost and expense, during the term of the Easement; g. not cause or permit any mechanic's liens in connection with the Driveway Reconstruction; h. cause the Driveway Reconstruction to be completed with diligence in accordance with the Plans and this Agreement by not later than the termination date set forth in the Easement; i. accept the Easement Area in its current "AS -IS" condition without representation or warranty of any kind whatsoever, express or implied, made by United Properties, and, nothwithstanding anything to the contrary in this Agreement, release, discharge and hold harmless United Properties from any claim, cause of action, demand, expense, or liability whether known or unknown, 3 4875-7418-6525\2 Page 43 of 183 foreseen or unforeseen, connected with the Easement Area, including without limitation, the condition of the soils, except as otherwise expressly set forth in this Agreement. 6. Indemnification. Notwithstanding anything to the contrary herein contained, the City shall defend, indemnify and hold hannless United Properties, its tenant occupants, and its members, officers, employees, agents, representatives, successors and assigns, from and against any and all liability, loss, claim, damage, demand, action, cause of action, suit, judgment, proceeding, cost or expense, including court costs and reasonable attorneys' fees, which at any time after execution of this Agreement may be alleged against United Properties and that relates to and/or arises out of the City's, or its employees', contractors', agents', invitees', licensees' or assigns' work, maintenance, repair, occupancy or use of the Easement Area. This indemnification shall be limited to the City's statutory maximum tort liability. 8. Compliance with Laws. In conducting its activities hereunder, City will, at its sole cost, expense and effort, comply with all laws, ordinances, permits, rules and regulations, enacted by any federal, state, or local governmental agency having jurisdiction or control over any activity occurring upon the Easement Area resulting from or applicable to this Agreement. City further agrees to obtain all required permits for its activities hereunder at its sole cost and expense and to comply with all such permits. 9. Personal Property. United Properties agrees to remove all of its personal property from the Easement Area during the Driveway Reconstruction. City understands and agrees that, except as otherwise provided below, any loss by theft or otherwise of City's personal property within the Easement Area shall be at the risk of the City. United Properties shall not be liable for any damage to any personal property in, on or upon the Easement Area sustained by the City, unless such damage or loss arises from any acts, omissions, negligence or willful misconduct of United Properties or its agents or employees. 10. Default by Agency. If the City defaults in the performance of any provision of this Agreement, United Properties may terminate this Agreement and pursue any remedies it may have at law or in equity. 11. Notices. All notices or communications between Parties shall be deemed sufficiently given or rendered if in writing and delivered to either party personally; or if mailed by United States registered or certified mail to the addresses set forth below, or such future addresses as may be subsequently supplied by the Parties hereto to each other, return receipt requested, postage prepaid; or if transmitted by facsimile copy followed by mailed notice; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: 4875-7418-6525\2 4 Page 44 of 183 With a copy to: United Properties Investments LLC 250 Nicollet Mall, Suite 500 Minneapolis, Minnesota 55401 Attn: Chris Wold City of Shakopee Attn: Ryan Halverson, Assistant City Engineer 485 Gorman Street Shakopee, MN 55379 12. Entire Agreement; Amendments. This Agreement states the entire agreement between the Parties with respect to the subject matter hereof, and replaces any oral or written proposals, statements, discussions, negotiations, previous agreements or understandings, or other agreements before or contemporaneous to this Agreement. This Agreement may only be amended by a document in writing and signed by the Parties. The Parties acknowledge that they have not been induced to enter into this Agreement by any oral or written representations or statements not expressly contained in this Agreement. 13. Severability. If any provision of this Agreement or its application to any person or circumstance is held unenforceable, the remainder of this Agreement, or the application of the provision to other persons or circumstances, shall not be affected, provided that the essential purpose of this Agreement is not thereby adversely affected or prevented. 14. Assignment. This Agreement may not be assigned, delegated, or transferred by the City without the prior written consent of United Properties. 15. Headings. The headings of the sections in this Agreement are for convenience only and do not construe or limit the contents of such section. 16. Counterparts. The Parties agree that this Agreement may be executed in one or more separate counterparts, which, when taken together, shall be and comprise one agreement. A facsimile or electronic copy of any execution of a counterpart shall have the same force and effect as if it were an original signature. 17. Successors and Assigns. This Agreement shall inure to the benefit of the Parties hereto and is binding upon the executors, administrators, heirs, successors and assignes of the Parties hereto. 4875-7418-6525\2 [Signature page follows.] 5 Page 45 of 183 EXECUTED as of the first date written above. Dated: October 21, 2022 United Properties Investment, LLC By: Christian World (Oct 21, 2022 10:37 CDT( _Christian Wold {Printed Name} Its: Vice President By: Mall Van Sl.o ten (Or 1 221, 2022 09216 cIC)T) _Matt VanSlooten {Printed Name} Its: President and Chief Investment Officer Dated: , 2022 City of Shakopee By: {Printed Name} This Document Drafted by: City of Shakopee Public Works Department 485 Gorman Street Shakopee, MN 55379 4875-7418-6525\2 Its: 6 Page 46 of 183 Figure 1 (Existing Roadway and Access Conditions) 01 IN Iu uu 110 lll 1111,11,111111111114 � IV,VII� wry �II 1 ,1p f 1111111N II 1111 III lii'11ir1r^II;III 100III" R�"'�1000pdp uuuiii i �i 0000 M'H Ili amis �wwmu wmm„ �u uuumuuuuuuuuuuuuuulu oo 111 111 111 llinB9V ° 6Hlkuo 1,41 tlm !11 hm 1110 mo 1111111 1111111111111111111111111 111111111.11;1.11111111111,11111111111 1111111 11111 111 1111 4 100 1 Illo111'11111111111111111 IIIIIIII 0100000 ' J f' „!III'! 1IlmlvllulVlilNll111'IV.ijiiium olr IIIIIIIIIIIIII 11111111111111111111111111111 111000401004104000000000000001 III (1 11 1001 uouum 11111111ulullu"�w 111 11, ^ iiiuiluuuuuuuuuuum NIIIIII II IIIIIIIIIIIIIIIIIOI IIIIIIIII1'IIII IIIIIIIIIIIIIII II IIIII II II IIIII IIIIIIIIIIIIIII uluuuuV"uuuuuuu 1. uµ.,�IIIIIIIIIIIIIIIIIIIIIIIII kwlllllllllllllllllllllllll"IIII.""""""""""""""'k•••""""""""""""dlllllllllllllllllllllllllllllu' IIII 111111111011101010101010101010101010101010100000,0010 1VVu WfV11111,' piu' I�uIp��IN NNNl nl�flN�VnN'I��i II �I��uuV1 uuuu i1 � IIIII11I 11 4875-7418-6525\2 7 Page 47 of 183 Figure 2 (Access Modification Improvements) 111111111111111 nHnneW MV11 000000000 P 1111 i 0�WIVUV�I'm q'jIh wIII,ryI lll IIII 111 Npuu„l uuVV IIIIIIpI IIII IIII �'VUI IVI YII ', I isIdIII Il.�'� I wiqIpl'Ivl„M I"� �" I , I II. 111 u duu,uuuu, Ili IIII IIII oilyl IlliiNlNIiNIN1i1,111 odd � IIIM�I661' �6 duwN aaw�� „uuuuuuu ��IIIIIII�IIIIIIII iiiiiiiiiiiii IIII IIII Nliiiiiiii IiiiiiiiiiiiiiiVuuu uu a liiiiiiiiiiliiiiiiiiiiiiiiiii'liii� 11 II ICI I1111W1W1N'WW'iWuu11uuum NWW WiiWW'W 1,I0f, 0000,00,011firlir10001101011f1,11 p11 III ooWeIIW IIu „uluuluII 111111111111111111111 IInIIII1IliliidV11ll'I" PI'I,IIV oWw'IYI,IIl"lo'I,'qlluPdIiImlullmIll rV u1uuull Y HIIIIMI11111111111111111111111111111111WW m 'I Hilo IIQIIIIIIIIIIIIIIIIIIIIIIIIII11 ullll11111uNIIIIIIIII V fillqul��IMIIP� 'I'"V ull �uWYMNwuu1111111111111111111111111111111111111111111 6 ol luul^IPA ,u, 11111111111ddIIIIIIIIduu nll11111 II 411111111111II EGEND PAVED ROADWAY RAISED MEDIANS & CURBS LANDSCAPED MEDIAN CONCRETE TRAILS & SIDEWALKS ENTRANCE CLOSED I ' ' ln l I I V I l l l , i " Il l W u' ' ' I , '1I I I �1 � , ^ dm 1p�;luuu"llIl'ly'omSSIlIIIII INIu IIP� VI Im1lnn11 N I00II ' '11111111111111 I' III 0NIIId 1010000000000011011000 I IIllC(11�11V d11111111111 I IIII�(VIIIII o 1 1101 lIVAI 11111111111111111111111 011I11IIIINIAt��WNI " 111111 �'I "'WV 1,111,111,111,111 ul iojiuo °mm 11I111111 11 didloddddloddloddlodd I IiNu od VIIIIII rNiiNlll101111llmNaII'IIINIIIII� NNIaIIIN1 lNNNaliii CIi1111111111u0lll1111111111111111111111 lllllll W r i lll 11111 110 l uuu u l u u u ' I I I I I I I I I I I I I I I I I I I ' II1111111111 II I I 'I I I I IM I IIIIIIIII Ipp �� u u �� '1VW m � g hl°l li uuhl i(l IlIIlIIlIgIiIlII(lI„uIlIl�lIlII�IIl,IliIIIIuIll�'�u ,i 'I ''llIilIIl'Il uh9i�IlIVipIl1lNW6wl iIl ,,lIlIj,, hll,I,lI!' 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' IIWI'IVIly�,I��'�l',u1„I'III.I� I�vl:,limllutwIllul,��luuInwVl � I'III.IIIaI'iI,IIRII'oI6iI,�I'IdoI'�V�N" ,II I II�lwllmq� ,'mm ,IVIWlIuI��'A�Ix "yM,I(NII�I'IIV'IV,I1dII�IA�'�Y��"��rmgVlgIlI llI�I 1lII6uImVV Wm�,I1IA�IaI I MhI �I"��IY6' II"1'fqI'IIfII�Iu. �I �0'6�II'I 'I�Iu��1dII�„U VII�� d'I�IuI„IIIpII�I I�III ��I I II I�IuVI�IluI� �u�V��'I mI '�u�IIl Iu I ua uVlll��I�I�I � 'I"� ii Woii"iiii�I ii'�iililio^i' Ii�IiIii�iIi�lirViIi�IIiI ^iiV'uwu �lI iIINlIVi�iI„ II'�I'I If�uu ,hNmIlI'l I"WI II'l�J"� ,l I v�� I �II I I, Ilm Iq tl dI� � y IIIul ' "611,i1rhir1 '�L.Y M6uW1'�+� W,1Im /n/ a//U uiil�lliIV1�I 1 nW,,I, Illiiil�� q� 4I�'II,I, 'u,lIoIuI!II MuI lrUU N A1lllY"NIII pm Wmll1ia,Ido IV 11 VullIImVu,',�1MMMMtllmmnmmrymn,miMifliiiiiiw, IMM�P ttr lik�iva I Ya� " „ VI , 11mmtia„110,. 1u iI!q!l Wdodo I WI N' iwiooOdidIN1.1mM,e.,9) I I�� r I U R i pp an„V'1B61l� u .Vmm � L.I1,10NV Idiu"N�'P,000,u6,,,wuuul6llV"fuh°o 1ui,',0 II 'Iuu&pd,l �.mI�lo 1�6�Iw'I1',uI"u V" ''I uI:�� IYm111O11 Illmq'0y nm�u9wu� 'Y Vipi uu�Ww,„oI,,a° w°�I001Wn1w„�Yma 1N4WuIaMuoV4 l IJ'"+ilk"IIu» uV�uI ogIl j lip mlN� �� ,qua u'I I. ivlu iuR 11111 orlon 111111111 IIIIIII Wu i 1111111111111111111111111111111111111111111 .11,11111111111 III11101,10,1dood000dododododooddoddoodidduuuuum111 1,111,111,111,111,111,111,111,111,111,111,111,111,111,111 011dldld umiiiiiiiiiiiiiloummiiluuuuuuuuuuu 04 �u wowoIIIIIII YN NI1MM;,,�1N w, 1 P„ IIIIwIIIIIIIIIII 1111111111111111IWIIIII� uum !IIIillllliliiiil w um IIII " ilh I Yu �ullu Ill, p �� p 'I�'IwlwlM','illl IiIIIIIIIIVImINI'' ul 11111111111111111111111111111111110111 iiiiiiliillllllllilp IIIIInII�IIIIIIIIIIIIIIIIII�IIII��, II limt N � 1 ^w„luwgylNl11 uuuuuuuuuuuuuuupl IIIIIIIIIIIIIIIIIIIII,II,II IIIIII�u!II lu��+� IilluVIVIVIu��II�M 41'� Y4, I�IIIIIIIII i is' f it J WJ' ii 11,11111111111 a � 1�I 'I1101IlI1 I I OlO odd o�w W V �l „love11 I I � 1 2TH AVENUE iwmlN"�n�li,wm��uA n�IN,' ��u 110 4875-7418-6525\2 8 Page 48 of 183 Exhibit A (Temporary Construction Easement) RIGHT OF ENTRY PERMIT United Properties Investment, LLC 4241 1 2th Avenue East Shakopee, MN 55379 PID(s): 272120010 and 271550020 The undersigned is the owner and/or authorized representative of the subject properties in Shakopee, MN referenced above. The City of Shakopee wishes to enter upon the subject property for purposes of constructing access modification improvements. The undersigned hereby grants the City of Shakopee, its agents, employees, contractors and invitees the right to enter upon the areas identified in the attached Figure 3 for the purpose of constructing access modification improvements. This includes removing and closing the western most driveway access, constructing a new driveway access, grading, restoration and and grading activities, as described in that certain Access Modification Agreement between the City of Shakopee and United Properties Investment, LLC dated , 2022. This Right of Entry Permit shall be effective immediately and shall terminate on September 30, 2023. Dated: 4875-7418-6525\2 , 2022 United Properties Investment, LLC By: {Printed Name{ Its: By: Its: {Printed Name{ 9 Page 49 of 183 *5.E.3. Shakopee City Council March 21, 2023 FROM: Darin Manning, Project Coordinator TO: Mayor and Council Members Subject: 2020 Sewer Service Lateral Pipe Rehabilitation Project Policy/Action Requested: Adopt Resolution R2023-036, accepting work on the 2020 Sewer Service Lateral Pipe Rehabilitation Project, SEWER-20-003, and authorize fmal payment in the amount of $65,598.69. Recommendation: Adopt Resolution R2023-036. Discussion: On March 17, 2020, City Council adopted Resolution R2020-024 accepting the bids and awarding the contract for the 2020 Sewer Service Lateral Pipe Rehabilitation Project to BLD Services, Inc., from Kenner, Louisiana. All of the improvements have been constructed in accordance with the contract documents. Attached is the Certificate of Completion showing the original contract amount of $434,570.00 with actual fmal costs of $400,205.30. All required project documentation has been received and is compliant. The project will be closed out upon issuance of final payment to BLD Services, Inc., in the amount of $65,598.69. Additionally, it should be noted that during construction it was discovered that one of the sanitary sewer services could not be rehabilitated using the cured -in -place lining method. This specific sanitary sewer service required an open -cut excavation which was not part of BLD Services contract. Due to BLD Services not having the equipment to make this repair another contractor was hired to make the repair. This work cost $15,878.75 and was paid using part of the $35,000 contingency that was included in the construction estimate at the time the contract was awarded. Page 51 of 183 Budget Impact: The total final project amount is $521,819.46. This total amount includes the final construction cost of $416,084.05 and engineering/administration/legal costs amounting to $105,735.41. The final construction amount includes $15,878.75 to repair the sanitary sewer service that required repairs outside of BLD Services contract. This project is funded by the Sanitary Sewer Fund. Table 1 below provides a summary of the costs and funding comparing the estimated amounts based on bid award versus the final actual amounts. Table 1. Cost and Funding for Project SEWER-20-003 Bid Award Estimate Final Project Costs COSTS Construction Cost Contingency Subtotal Eng/Admin/Legal Total Estimated Project Cost FUNDING Sanitary Sewer Fund Total Funding ATTACHMENTS: ▪ Resolution R2023-036 ▪ Certificate of Completion $ 434,570.00 35,000.00 469,570.00 100,000.00 569,570.00 569,570.00 569,570.00 400,205.30 15,878.75 416,084.05 105,735.41 521,819.46 521,819.46 521,819.46 Page 52 of 183 RESOLUTION R2023-036 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA ACCEPTING WORK ON THE 2020 SEWER SERVICE LATERAL PIPE REHABILITAION PROJECT, SEWER-20-003, AND AUTHORIZE FINAL PAYMENT IN THE AMOUNT OF $65,598.69 WHEREAS, pursuant to a written contract signed with the City of Shakopee on March 17, 2020, BLD Services, Inc., has satisfactorily completed the 2020 Sewer Service Lateral Pipe Rehabilitation project in accordance with such contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA AS FOLLOWS: The work completed under said contract is hereby accepted and approved. BE IT FURTHER RESOLVED AS FOLLOWS: The City Clerk and Mayor are hereby directed to issue a proper order for the final payment on such contract in the amount of $65,598.69, taking the contractor's receipt in full. Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 21' day of March 2023. Prepared by: City of Shakopee 485 Gorman Street Shakopee, MN 55379 Mayor of the City of Shakopee ATTEST: City Clerk Page 53 of 183 CERTIFICATE OF COMPLETION CONTRACT NO(S): SEWER-20-003 DATE: March 21, 2023 PROJECT DESCRIPTION: 2020 Sewer Service Lateral Pipe Rehabilitation CONTRACTOR: BLD Services, LLC 2424 Tyler Street Kenner, LA 70062 ORIGINAL CONTRACT AMOUNT $ 434,570.00 QUANTITY CHANGE AMOUNT $ -0- CHANGE ORDER NO. THRU NO. AMOUNT $ -0- FINAL CONTRACT AMOUNT $ 400,205.30 LESS PREVIOUS PAYMENTS $ 334,606.61 FINAL PAYMENT $ 65,598.69 I, hereby certify that the above described work was inspected under my direct supervision and that, to the best of my belief and knowledge, I find that the same has been fully completed in all respects according to the contract, together with any modifications approved by City Council. I, therefore, recommend above specified final payment be made to the above named Contractor. Professional Engineer Page 54 of 183 *5.E.4. Shakopee City Council March 21, 2023 FROM: Jamison Theis, Street Foreman TO: Mayor and Council Members Subject: 2023 Joint Powers Agreements (JPA) for Roadway Pavement Maintenance Policy/Action Requested: Adopt Resolution R2023-041, authorizing the City of Shakopee's annual maintenance for roadway sealcoat, crack sealing, pavement markings and fog sealing and a portion of the 2023 Pavement Rehabilitation Project CIF-23-011 in the amount of $623,550 to be awarded as part of the 2023 South Metro Joint Powers Agreement contract. Recommendation: Adopt Resolution R2023-041. Discussion: On February 18, 2014, the City of Shakopee joined the JPA for roadway maintenance services with a group of cities with the goal of streamlining contracts and receiving better pricing from contractors. The South Metro JPA cities include the following: Apple Valley, Bloomington, Burnsville, Eagan, Elko New Market, Farmington, Hastings, Lakeville, Mendota Heights, Prior Lake, Rosemount, Savage, Shakopee, South St. Paul, Waconia, and West St. Paul, along with Scott County, and the Townships of Empire, New Market, Sand Creek, and Spring Lake. The City of Burnsville administers the JPA. This is one of the largest JPAs of its type in the state and often includes some of the largest contracts in the state for this type of work. As a member of the South Metro JPA for roadway maintenance services, the City of Shakopee provided a scope of work for roadway seal coating, crack sealing, and pavement marking for 2023, consistent with city's 2023 budgeting for this work. With the City of Shakopee's approval of the city's portion of the prescribed work, the City of Burnsville will officially proceed with the JPA contract as awarded for the entirety of the 2023 South Metro JPA (see attached). The city's prescribed work includes the following: Page 55 of 183 Bid Amouts: Service Contractor Shakopee Bid Amount Seal Coat Pearson Bros., Inc $446,300.00 Crack Seal Asphalt Surface Technologies Corp. $110,000.00 Pavement Markings Sir Lines -A -Lot $50,000.00 Fog Seal Pearson Bros., Inc $17,250.00 The bids are competitive and are of good value. All contractors are reputable roadway maintenance contractors and have successfully completed similar work and contracts previously. A portion of the work for the 2023 Pavement Rehabilitation Project (CIF-23-011) is included in the JPA that includes crack sealing, chip sealcoating and striping in the Providence Pointe neighborhood (see attached CIP summary sheet). In advance of and separate from the JPA work, the more in-depth pavement repairs, minor concrete repairs and other repairs as necessary will be completed. It should also be noted that the city has recently included fog sealing overtop the chip sealcoat on certain roadways (that exist with minimal driveways) and in cul-de-sacs to improve the performance of the sealcoat. While ideally a fog seal overtop the chip sealcoat would be done on all surfaces, it is extremely difficult in areas with driveways due to the tracking of the fog seal. Therefore, fog sealing is limited to areas that can be completed and managed without tracking issues. Budget Impact: The total amount of work is estimated at $623,550. The costs are within budget and the funding is allocated as follows: Street Maintenance Operation Fund $560,000 2023 Pavement Rehabilitation Project (CIF-23-011) $ 53,550 Park Maintenance Fund $ 10,000 TOTAL $623,550 ATTACHMENTS: Resolution R2023-041 Page 56 of 183 a 2023 Work Area Maps a CIP Sheet Page 57 of 183 RESOLUTION R2023-041 A RESOLUTION OF THE CITY OF SHAKOPEE, MINNESOTA AUTHORIZING THE CITY OF SHAKOPEE'S ANNUAL MAINTENANCE FOR ROADWAY SEALCOAT, CRACK SEALING, PAVEMENT MARKINGS, FOG SEALING AND A PORTION OF THE 2023 PAVEMENT REHABILITATION PROJECT CIF-23-011 IN THE AMOUNT OF $623,550 TO BE AWARDED AS PART OF THE 2023 SOUTH METRO JOINT POWERS AGREEMENT CONTRACT WHEREAS, on February 18, 2014, the City of Shakopee entered a Joint Powers Agreement (JPA) for roadway maintenance services with a group of cities with a goal of streamlining contracts and receiving better pricing from contractors; and WHEREAS, the group of cities include Apple Valley, Bloomington, Burnsville, Eagan, Elko New Market, Farmington, Hastings, Lakeville, Mendota Heights, Prior Lake, Rosemount, Savage, Shakopee, South St. Paul, Waconia, West St. Paul along with Scott County, and the Townships of Empire, New Market, Sand Creek and Spring Lake; and WHEREAS, the City of Burnsville administers the JPA and is one of the largest of its type in the state; and WHEREAS, as a member of the South Metro JPA for roadway maintenance services, the City of Shakopee provided a scope of work for roadway seal coating, crack sealing, pavement markings and fog seal for 2023, consistent with the city's 2023 budget for this work; and WHEREAS, with the City of Shakopee's approval of the city's portion of prescribed work, the City of Burnsville will officially proceed with the JPA contract as awarded for the entirety of the 2023 South Metro JPA. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA AS FOLLOWS: 1. The City of Shakopee will authorize the annual maintenance for roadway seal coat, crack seal, pavement markings and fog seal and a portion of the Pavement Rehabilitation Project CIF-23-011 to be awarded as part of the 2023 South Metro Joint Powers Agreement Contract in the amount of $623,550. 2. The city's prescribed work will include: Service Contractor Shakopee Bid Amount Sealcoat Pearson Bros., Inc $446,300 Crack Seal Asphalt Surface Technologies Corp. $1 10,000 Pavement Markings Sir Lines -A -Lot $50,000 Fog Seal Pearson Bros., Inc $17,250 TOTAL $623,550 Page 58 of 183 Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held this 21th day of March 2023. Prepared by: City of Shakopee 485 Gorman Street Shakopee, MN 55379 Mayor of the City of Shakopee ATTEST: City Clerk Page 59 of 183 ,,ogigq,k" A I Ni1OD N1c131,INT3H LIJANIT AH,,AATA 111110,A -21 >IV kr/d co 4 1 or> co z l'n""'.01100,°.JounloP co I 7 co CO >•' 1111105.,,I. JII.S.0 cs) 00 co co 44,m110.," r— EDEN PRATRTE 952-367-7306 Contacts: Jamie Theis: EDEN PRAIRIE T„LNC1OJ NIdiNNll C.HANHASSFN CPS II /I fIN 7747JSx4N kJ. MO HI 1OS "i N1.1 "1XV 1I1S co MITI KIN f7OO Arch NaH co co CO za 7 i Capital Improvement Plan City of Shakopee, Minnesota 2023 thru 2027 Project# CIF-23-011 Project Name Annual Pavement Rehabilitation Accounting Code Parking lot Fund Building Asset IS Fund Description Department Capital Improvements Fund Contact Public Works Director Type Improvement Useful Life 7 Category Street Paving Priority 1 Critical for Safety/Preservati Status Active Total Project Cost: $1,005,000 The 2023 project is for the rehabilitation of the bituminous roadways for the Providence Pointe and Westchester neighborhoods and 4th Avenue from Naumkeag to Marschall Road. The rehabilitation work includes crack sealing and repair, minor concrete repairs, partial and full depth spot patching and pavement repair, utility repairs and a chip seal coat of the bituminous surface. Justification This is a continuation of the City's Pavement Preservation Program to maintain existing infrastructure. Expenditures 2023 2024 2025 2026 2027 Total Construction/Maintenance Engineering/Administration 190,000 185,000 200,000 190,000 190,000 955,000 10,000 10,000 10,000 10,000 10,000 50,000 Total Funding Sources 200,000 195,000 210,000 200,000 200,000 1,005,000 2023 2024 2025 2026 2027 Total Capital Improvement Fund 200,000 195,000 210,000 200,000 200,000 1,005,000 Total Budget Impact/Other 200,000 195,000 210,000 200,000 200,000 1,005,000 The rehabilitation of the pavements in the project area are necessary to preserve the existing pavement surface and delay the need for a bituminous overlayment or reclamation. 58 Page 64 of 183 Capital Improvement Plan City of Shakopee, Minnesota 2023 that 2027 Project#CIF-23-011 Project Name Annual Pavement Rehabilitation Department Capital Improvements Fund Contact Public Works Director 11, 2023 - 2024 (-IP Rehab Vvrojedi 59 Page 65 of 183 *5.E.5. Shakopee City Council March 21, 2023 FROM: Bill Egan, Public Works Director TO: Mayor and Council Members Subject: Recycling Grant for Clean -Up Day events in 2023. Policy/Action Requested: Approve the Scott County sub -grant program participation and funding and authorize execution of the Recycling Program Agreement for 2023. Recommendation: Approval as requested. Discussion: Scott County offers an annual sub -grant for recycling through the Minnesota Pollution Control Agency (MP CA) and Environmental Assistance Local Recycling Development Grant. Cities and townships that sponsor a clean-up event for their residents are eligible to participate. The amount of funding is based on demonstrated need and population. Shakopee has participated in this program for over 30 years. Funding in the amount of $20,885.78 is guaranteed for the Spring Clean -Up Day scheduled for April 29, 2023, and the Fall Clean -Up Day events' expenses. Additional grant money may be available if other Scott County municipalities and townships do not hold an event in their community in 2023. Both spring and fall events will include Louisville township and Jackson township residents. Upon approving the sub -grant participation and funding, execution of the Recycling Program Agreement will follow. Last year's agreement is attached for reference. Budget Impact: No budget impact in 2023; county grant and gate fees are expected to cover the event costs. Under the city refuse contract with Dicks Sanitation, refuse expenses for clean-up days will be covered by Dick's Sanitation. Page 66 of 183 ATTACHMENTS: a 2023 Clean Up Day Grant Application a 2022 Agreement - Recycling Grant (Reference only) Page 67 of 183 SCOTT COUNTY Environmental Services GOVERNMENT CENTER 114 • 200 FOURTH AVENUE WEST • SHAKOPEE, MN 55379-1220 (952) 496-8177 • Fax (952) 496-8496 • Web www.scottcountymn.gov March 7, 2023 Dear Scott County Cities and Townships: Scott County is again offering grant funds to assist cities and townships with recycling costs associated with their clean- up and recycling events. For 2023, there is $70,000 available to be shared between Scott County cities and townships for these initiatives. Whether or not you have indicated in the past that your city or township is interested in this grant, we feel it is important to inform you of this opportunity and available funds each year. Please see grant guidelines and requirements below. 2023 grant funds will be distributed by population using 2020 census data. Because of this some Cities and Township funding went down while others went up. Also, to help provide usable funding to smaller townships we have made a change to award $1000 minimum to each participating City and Township. This way every entity will have enough funding to implement a recycling initiative. 1. For 2023 funds can be used for other recycling initiatives throughout the year besides one -day clean-up events for a new or improved recycling initiatives. For example, a city that owns or operates a compost or tree recycling site or cardboard recycling site, etc. may apply for funds to support or impove those initiatives. 2. A City may apply for funding to host or partner with someone else to host a free yard waste collection event. (An example would be Shakopee, Prior Lake, and Savage's annual yard waste collection partnership with SMSC). 3. Cities are encouraged to invite neighboring townships to partner with them. As always, township funds are added to the total funds, so Cities receive more funding when inviting their rural neighbors. Townships may partner with any City who is willing to work with them. Townships who are not invited to join a neighboring community to participate in a Clean-up Day or event may use their allocated funds for a recycling initiative themselves or they may partner with other townships to host a township event. 4. Cities hosting a traditional Clean-up Day event must accept and recycle at least one of the following problem materials to receive to receive funding (textiles, mattresses, furniture, carpet, or host a paper shredding event). 5. A waste hauler or facility that provides a one -day cleanup to a city or township as part of a contract may apply for funds through this grant if they meet all the requirements above and guideline and contract requirments. Cities, Townships or their Hauler wishing to receive grant funds must reply to this letter of their intent to host an event or recycling initiative and complete the One -Day Clean-up Recycling Checklist and return it by email to nireii.shu.$)co.scott.imn.us no later than March 21th, 2022. Please contact me at (952) 496-8707 with any questions. Sincerely, Nick Reishus Scott County Environmental Services 1 Page 68 of 183 Clean-up Event Grant Program Guidelines All recycling grant requests must be approved by this office. Only items related to recycling will be reimbursed and costs associated with advertising, equipment, supplies, and labor will only be reimbursed if directly related to recycling. Expenditures must be broken down between what was spent on recycling versus landfilling on the "After Collection Report" to receive reimbursement. Expenditures related to Mixed Municipal Solid Waste (MSW) and Construction and Demolition Waste (C&D) will not be reimbursed. For those cities or haulers that have contracts to provide a clean-up day or collection event to their customers for free, you may provide a separate price list for township participants or non -customer participants if needed, just so they know why they have a different disposal price than City residents under your contract. Ultimately, we want everyone in our community to have an opportunity to clean-up and recycle using the grant funds, and the larger populations of our cities makes this possible to help their neighbors and our local rural communities. Below in the "2022 Funding" column is the amount of funds available to each city and township for 2023 if they choose to participate. If a city or Township does not apply to participate for the amount below to host a clean-up event by March 15th 2023, the funds originally allocated to the community may be split between the remaining participants who wish to host additional events, or for those who would like to apply for additional funds to start a new recycling initiative such as a fall yard waste collection or paper shredding event. City of Jordan Sand Ire tI 11 ar CttyofPaw Lake Total Population 2020 Census Data 2022 Grant Arnount Townshi Po.ulatia 2022 Fundin Cty Tiwnsht ,% City 8,656 1 497 $3,087„03 s l 0000.0 �✓�/'�//�%(�i('/,ice 50,928 $70,000 00 150,928 $70,000 00 Checklist: On the Checklist below, check or list all the items you will accept for recycling and the number of events (spring and/or fall) you would like to offer. Also list other recycling initiatives you would like to request funding for such as a compost site, Yardwaste collection, tree grinding, etc. We can only reimburse those expenditures associated with recycling initiatives, even if your original grant amount was for more, so please make sure to record all costs related to recycling. Please call if you have any questions or want to discuss additional recycling or event ideas. 2 Page 69 of 183 2023 Clean-up and Recycling Event Grant Fund Application Request Sheet (Return by March 21, 2023) For the Community of Shakopee and partnering community(s) of Jackson Township and Louisville Township Date(s) of proposed event(s) (if not know indicate spring or fall): Spring - April 29, 2023; Fall - October 21, 2023 Site location/address of event: 500 Gorman St., Shakopee, MN 55379 Materials you plan to collect during your clean-up event You must list who you are working with for collection and disposal for each item ITEMS TO BE RECYCLED During One -day event Check box below if you plan to collect and Recycle items Waste Hauler or Waste Service Provider Co -mingled / mixed recyclables Cardboard Only Electronics X Certified Recycling Appliances X Certified Recycling Scrap metal X Certified Recycling Clothing Textiles Furniture X Certified Recycling Mattresses X Certified Recycling Carpet Shred Event (Shredded Paper) X Veteran Shredding Tires X City of Shakopee Household Batteries Vehicle Batteries X Certified Recycling Light Bulbs X Certified Recycling Yard waste/Tree Waste X Dicks Sanitation Organics/Food Waste Other X (concrete and Asphalt) City of Shakopee Costs Associated with Recycling Event (These are reimbursed if incurred because of a recycling imitative) Check box below if you will be requesting reimbursement for items below Who is providing service (City or hauler) Advertising X SW Newspaper, SPUC, Lyn -Mar Printing Supplies Equipment X Shakopee Public Works Labor X Shakopee Public Works, Certified Recycling Other Items to be Landfilled (Landfilled and non-MSW waste is not reimbursable) Check box below if you plan to collect non -recyclable waste you at your event Who is providing service Demolition/Construction waste landfilled X Dicks Sanitation Municipal Solid Waste landfilled X Dicks Sanitation Other 3 Page 70 of 183 2023 Other Recycling Initiative Grant Fund Application Request Sheet (Return by March 21, 2023) For the Community of Date(s) of proposed event(s), (if not know indicate spring, fall, or yearly): Site location/address of event or recycling initiative: List other Recycling Initiatives that you would like to request funding for below. Other Recycling Initiatives separate from one -day event (list other activities you would like to request funds for in 2022) Anticipated recycling cost Who is providing service Shred event Public cardboard dumpster/drop-off Yard waste collection site Tree waste grinding Other (please list) Other (please list) Costs Associated with separate Recycling initiative Anticipated costs Who is providing service (City or hauler) Advertising Supplies Equipment Labor Other 4 Page 71 of 183 110,1111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111M Problem Materials Recycling and Disposal Opportunities -Spring 2022 Carpet and Pad Not many options for Recycling -Work with your trash Hauler for proper disposal -Certified Recycling may have recycling options, call- (952) 894-1448 Mattresses Work with your hauler to recycle with: Second Chance-(612) 332-0664 Certified Recycling- (952) 894-1448 Lloyd's- (952) 746-5832 Yard Waste/ Tree Debris Yard Waste SMSC ORF- (952) 233-9191 The Mulch Store- (952) 445-2139 Tree Debris SMSC ORF- (952) 233-9191 Herman's Landscape- (952) 492-2783 Tires Work with your hauler to recycle at Liberty Tire- (952) 894-5280 Electronics Work with your hauler to recycle at Dem-Con - (952) 445-5755 Certified Recycling- (952) 894-1448 Dynamic- (800) 781-4030 Textiles/ Clothing (Reuse) USAgain- (651) 639-0012 Epilepsy Foundation - (800) 779-0777 111 Furniture Good Usable Furniture (Reuse) Bridging- 952-888-1105 Recycle Furniture with Certified Recycling- (952) 894-1448 Cardboard Buckingham- 952-226-6441 Waste Management- (952) 890-1 00 Lakers- (952) 758-2991 Republic Services- (952) 941-5174 Suburban Waste- (952) 937-8900 Dem-Con - (952) 445-5755 Scrap Metal Work with your Hauler to recycle with: Dem-Con - (952) 445-5755 R's Recycling- (651) 454-9215 Certified Recycling- (952) 894-1448 Appliances Certified Recycling- (952) 894— 1448 Dem-Con-(952) 445-5755 Paper Shredding Host a company to collect sensitive documents for shredding Veteran's Shredding (952) 758-2980 Shred-N-Go- (763) 551-4800 Shred -it (877) 542-3992 Lead Acid Batteries Certified Recycling- (952) 894— 1448 Dem-Con-(952) 445-5755 Interstate Battery- (952) 435-6999 nummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummummo 5 Page 72 of 183 2023 AFTER THE COLLECTION DAY REPORT FORM (Send in after each event is complete for reimbursement) For the City/Township of and partnering community(s) Date/s of event: Site location/address of event: Number of vehicles and/or event participants: Entity Operating Event (City, volunteer group, contractor, etc.) RECYCLING EXPENDITURES A A ;i,f2 // 1Column * / 1' (7.1 e A 1/ r/ 1.Co-mingled recyclables 2. Cardboard Only 3.Electronics 4.Appliances 5.Scrap Metal 6.Clothing / Textiles (if recycled or re -used) 7. Furniture (if recycled or re -used) 8.Mattresses (if recycled) 9.Carpet (if recycled) 10.Shredded Paper Event 11.Tires 12.Household Batteries 13.Vehicle batteries 14.Light Bulbs 15.Yard waste / Tree Waste 16.Organics / Food Waste 1 7.Other Other Items Who Provided Service Total Spent Amount of total spent Related to Landfilled Waste Amount of total Spent Related to Recycling 18.Advertising 19.Equipment & supplies 20. Labor Total Recycling Expenditures A = (add column 1, items 1 through 20) 6 Page 73 of 183 111711117 r. .. 21.Grant from Scott Co. 22.Gate Fees 23.Reimbursement for end market recyclables Total Revenue B = (add column 1, items 21,22,23) Although not reimbursable, please include the amount spent on disposal of landfilled waste, or the amount spent on Concrete or Demo Waste recycling, and the amounts collected below. LANDFILLED WASTE EXPENDITURES 1 'II/ j`i A / / A ' - / A ,IK Al le / A ' 1 A 24. Demolition / Construction waste landfilled 25. Concrete or Demo Waste Recycled (not reimbursable) 26. Municipal Solid Waste LLandfilled /%? ./ ®r/ ///, %%%%%%%%/4 c = (add column 1, items 24,25,26) *WI 6, %/%//// �� E=B-D Also, please also include the following to receive reimbursement: 1. A copy or print out of all your advertising including social medial posts, newspaper adds, etc. 2. A copy of your pricing to customers including gate fees and item fees 3. Copies of any receipts and invoices for recyclable events (shred events, etc.) 4. Any proof to ensure items are properly recycled as requested by this office. 7 Page 74 of 183 COUNTY OF SCOTT 2022 CLEANUP DAY RECYCLING PROGRAM AGREEMENT THIS AGREEMENT, is entered by and between the County of Scott, Minnesota, a municipal corporation, hereinafter referred to as the "County," and the City of Shakopee, 485 Gorman St., Shakopee, Minnesota, a municipal corporation, hereinafter referred to as "Provider. RECITALS: A. Pursuant to Minn. Stat. Sec. 373.01, subd. 1(a)(5), each County is a body politic and corporate and may make all contracts and do all other acts in relation to the property and concerns of the County necessary to the exercise of its corporate powers. B. The purpose of this Agreement is to establish a mechanism for distribution of funds obtained from the Minnesota Pollution Control Agency for a "clean-up day" to be held by the Provider in accordance with funding requirements for implementation and/or enhancement of recycling programs in cities and townships within Scott County, consistent with the County Solid Waste Master Plan. C. Minn. Stat. Sec. 473.8441, establishes the Local Recycling Development Program, providing grants to counties to be distributed by the Minnesota Pollution Control Agency. D. Minn. Stat. Sec. 115A.557, establishes the County Waste Reduction and Recycling Funding program and the framework for funds to be distributed by the Minnesota Pollution Control Agency. E. Scott County has received funding from the Minnesota Pollution Control Agency, identified as Local Recycling Development Grant. F. These funds are to be used for the activities specified in the Minnesota Pollution Control Agency Grant Agreement. G. This funding is to be used for the development and/or enhancement of recycling programs. The Provider intends to administer a city-wide recycling day which would qualify for receiving funds. NOW THEREFORE, in consideration of the mutual undertakings and agreement contained within this agreement, the County and Provider hereby agrees as follows: 1. Compensation and Terms of Payment a. Rates The County shall pay to the Provider a percentage of the grant money available through the County for its annual city wide clean up day(s) in 2022. The amount of funds available for each Scott County municipality and township 1 Page 75 of 183 is based upon population to determine shares due to municipalities under the program. b. The maximum amount of grant payment available to the Provider under this Agreement is twenty thousand, eight hundred eighty five dollars and 78/100 cents ($20,885.78). c. Terms of Payment 1) The County shall reimburse the Provider in one lump sum for actual expenditures used for the collection of recyclable material up to the maximum payment available when the Provider has met the requirements as specified in section 3 of this Agreement. 2) In the event that another jurisdiction participates with the Provider's event, it shall submit a resolution from its governing body approving such involvement. The County shall then transfer and remit the participating jurisdiction's allocated share in the program funding to the Provider with the Provider's share. If any portion of the funding is to go to the participating jurisdiction, it shall be the Provider's responsibility to ensure such payment is made. 2. Condition of Payment All services provided by Provider pursuant to this agreement shall be performed to the satisfaction of the County, and in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. Payment shall be withheld for work found by the County to be unsatisfactory, or performed in violation of federal, state and local laws, ordinances, rules or regulations. 3. Scope of Services a. The Provider shall organize and facilitate a clean up day(s) or use funds to support new or improved recycling efforts in the community as approved by the County Environmental Services Department wherein it shall collect materials from residents. b. The Provider is further is obligated and agrees to the following: 1) A written report shall be submitted to the County within sixty (60) days of an event, identifying the quantities of materials recycled, the licensed/permitted facility to which they were delivered and processed, including actual expenditures and revenues. 2) Only expenditures used for the collection of recyclable material, which results in waste reduction, are eligible for reimbursement from the County's Local Recycling Development Grant. Any solid waste land filled is not included as reimbursable expenditures. 3) The Provider shall advertise any neighboring jurisdiction's participation and allow its residents to participate in the collection. If a neighboring 2 Page 76 of 183 jurisdiction participates with the Provider's event, the Provider shall provide the Authorized Agent of Scott County a copy of all such advertisements and the resolution approving such participation. 4. Effective Date of Contract This agreement shall be effective upon execution by all parties to the Agreement. 5. Term of Contract This agreement shall remain in effect until 12/31/2022, or until all obligations set forth in this agreement have been satisfactorily fulfilled, whichever occurs first, unless it is terminated early as provided in section 14 of this Agreement. 6. Authorized Agents The Parties shall appoint an authorized agent for the purpose of administration of this agreement. Provider is notified of the authorized agent of Scott County as follows: Mary Keen, or her successor Contract Management Coordinator - Transportation 400 Fourth Avenue W Shakopee, MN 55379 (952) 496-8491 mkeenAco.scottmn.us The County is notified the authorized agent for Provider is as follows: William H. Reynolds, or his successor City Administrator 485 Gorman St. Shakopee, MN 55379 (952) 223-9300 brevnoldsshakopeemn.qov 7. County and State Audit Pursuant to Minn. Stat. Section 16C.05, Subd. 5, the books, records, documents, and accounting procedures and practices of Provider relative to this agreement shall be subject to examination by the County and the State Auditor. Complete and accurate records of the work performed pursuant to this agreement shall be kept by Provider for a minimum of six (6) years following termination of this agreement for such auditing purposes. The retention period shall be automatically extended during the course of any administrative or judicial action involving the County regarding matters to which the records are relevant. The retention period shall be automatically extended until the administrative or judicial action is finally completed or until the authorized agent of the County notifies Provider in writing that the records need no longer be kept. 3 Page 77 of 183 8. Indemnity Provider agrees to defend, indemnify, and hold the County, its employees and officials harmless from any claims, demands, actions or causes of action, including reasonable attorney's fees and expenses resulting directly or indirectly from any negligent act or omission on the part of Provider, or its subcontractors, partners or independent contractors or any of their agents or employees, in the performance of or with relation to any of the work or services to be performed or furnished by the Provider or the subcontractors, partners or independent contractors or any of their agents or employees under the agreement. 9. Deficiencies/Errors Provider shall be responsible for the professional quality, technical accuracy, and the coordination of all services furnished by Provider under this agreement. Provider shall, without additional compensation, correct or revise any errors or deficiencies in Provider's final reports and services. 10. Insurance Provider shall not commence work under this agreement until it has obtained, at a minimum and at its own cost and expense, all insurance required herein. All insurance coverage is subject to approval of the County and shall be maintained by Provider until final completion of the work. a. Workers' Compensation 1) State: Minnesota — Statutory 2) Employer's Liability with minimum limits of: Bodily Injury by Accident: $100,000 each Accident Bodily Injury by Disease: $100,000 each Employee Bodily Injury by Disease: $500,000 policy limit 3) Benefits required by union labor contracts: as applicable In the event Provider is a sole proprietor and has not elected to provide workers' compensation insurance, Provider shall be required to execute and submit an affidavit of sole proprietorship in a form satisfactory to the County before entering into the agreement. b. Commercial General Liability Including Premises, Operations, Products, Completed Operations, Advertising, and Personal Injury Liability, with the following minimum limits of liability: $2,000,000 Aggregate $2,000,000 Products & Completed Operations Aggregate $1,000,000 Personal Injury & Advertising Injury $1,000,000 Occurrence $ 100,000 Fire Damage Limit $ 5,000 Medical Expense 4 Page 78 of 183 Policy should be written on an occurrence basis and include explosion, collapse and underground. c. Commercial Auto Liability Automobile Liability should include Hired and Non -Owned, and the County should be named as an additional insured. Minimum limits of liability shall be: If split limits: $1,000,000 each person/$1,000,000 each occurrence for Bodily Injury $1,000,000 each occurrence for Property Damage If combined single limit: $1,000,000 per occurrence d. Proof of Insurance Insurance certificates evidencing that the above insurance is in force with companies acceptable to County and in the amounts required shall be submitted to County for examination and approval prior to the execution of the agreement, after which they shall be filed with County. The insurance certificate shall name the County as an additional insured and specifically provide that a certificate shall not be materially changed, canceled or non -renewed except upon sixty (60) days prior written notice to County. Neither County's failure to require or insist upon certificates, nor other evidence of a variance from the specified coverage requirements, amends Provider's responsibility to comply with the insurance specifications. 11. Subcontracts Provider shall not subcontract any portion of the work to be performed under this agreement nor assign this agreement without the prior written approval of the authorized agent of the County. Provider shall ensure and require that any subcontractor agrees to and complies with all of the terms of this agreement. Any subcontractor of Provider used to perform any portion of this agreement shall report to and bill Provider directly. Provider shall be solely responsible for the breach, performance or nonperformance of any subcontractor. 12. Force Majeure County and Provider agree that Provider shall not be liable for any delay or inability to perform this agreement, directly or indirectly caused by, or resulting from, strikes, labor troubles, accidents, fire, flood, breakdowns, war, riot, civil commotion, lack of material, delays of transportation, acts of God or other cause beyond reasonable control of Provider and the County. 5 Page 79 of 183 13. Data Practices Provider, its agents, employees and any subcontractors of Provider, in providing all services hereunder, agree to abide by the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minn. Rules promulgated pursuant to Ch. 13. Provider understands that it must comply with these provisions as if it were a government entity. Provider agrees to indemnify and hold the County, its officers, department heads and employees harmless from any claims resulting from Provider's unlawful disclosure, failure to disclose or use of data protected under state and federal laws. 14. Termination This agreement may be terminated by either party, with or without cause upon thirty days (30) days written notice to the authorized agent of Provider or the authorized agent of the County. 15. Independent Contractor It is agreed that nothing contained in this agreement is intended or should be construed as creating the relationship of a partnership, joint venture, or association with the County and Provider. Provider is an independent contractor, and it, its employees, agents, subcontractors, and representatives shall not be considered employees, agents or representatives of the County. Except as otherwise provided herein, Provider shall maintain, in all respects, its present control over the means and personnel by which this agreement is performed. From any amounts due Provider, there shall be no deduction for federal income tax, FICA payments, state income tax, or for any other purposes which are associated with an employer/employee relationship unless otherwise required by law. Payment of federal income tax, FICA payments, state income tax, unemployment compensation taxes, and other payroll deductions and taxes are the sole responsibility of Provider. 16. Notices Any notices to be given under this agreement shall be given by enclosing the same in a sealed envelope, postage prepaid, and depositing the same with the United States Postal Service, addressed to the authorized agent of Provider, at its address stated herein, or to the authorized agent of the County at the address stated herein. 17. Controlling Law The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this agreement, the legal relations between the parties and performance under the agreement. The appropriate venue and jurisdiction for any litigation hereunder will be those courts located within the County of Scott, State of Minnesota. Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the State of Minnesota. 6 Page 80 of 183 18. Successors and Assigns The County and Provider, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this agreement. Neither the County nor Provider shall assign, sublet, or transfer any interest in this agreement without the prior written consent of the other. 19. Equal Employment and Americans with Disabilities In connection with the work under this agreement, Provider agrees to comply with the applicable provisions of state and federal equal employment opportunity and nondiscrimination statutes and regulations. In addition, upon entering into this agreement, Provider certifies that it has been made fully aware of Scott County's Equal Employment Opportunity and Americans With Disabilities Act Policies, that it supports these policies and that it will conduct its own employment practices in accordance therewith. Failure on the part of Provider to conduct its own employment practices in accordance with County Policy may result in the withholding of all or part of regular payments by the County due under this agreement unless or until Provider complies with the County policy, and/or suspension or termination of this agreement. 20. Changes/Amendments The parties agree that no change or modification to this agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this agreement. The execution of the change shall be authorized and signed in the same manner as this agreement, or according to other written policies of the original parties. 21. Severability In the event any provision of this agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties unless such invalidity or non -enforceability would cause the agreement to fail its purpose. One or more waivers by either party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 22. Entire Agreement It is understood and agreed that the entire agreement of the parties is contained herein and that this agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the County and Provider relating to the subject matter hereof. 7 Page 81 of 183 IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed intending to be bound thereby. SCOTT COUNTY 241 e e 1)Y byUarn H Reynotds (S;p71,6, 20-777-CDT) Kate Sedlacek William H. Reynolds Environmental Services Manager City Administrator Date 09/19/2022 Date 09/16/2022 Approved as to form: Qb Jeanne Andersen Assistant Scott County Attorney Date 09/19/2022 8 Page 82 of 183 Final Audit Report 2022-09-19 Created: 2022-09-15 By: Mary Keen (mkeen@co.scott.mn.us) Status: Signed Transaction ID: CBJCHBCAABAAaXATMULg7Kq6swwvhBolYAunT82ZTq "Shakopee City Wide Clean Up 2022" History t5 Document created by Mary Keen (mkeen@co.scott.mn.us) 2022-09-15 - 9:12:17 PM GMT- IP address: 50.82.74.202 El Document emailed to Bill Reynolds (breynolds@shakopeemn.gov) for signature 2022-09-15 - 9:14:59 PM GMT Email viewed by Bill Reynolds (breynolds@shakopeemn.gov) 2022-09-16 - 3:16:30 PM GMT- IP address: 174.199.107.190 0. Signer Bill Reynolds (breynolds@shakopeemn.gov) entered name at signing as William H. Reynolds 2022-09-16 - 3:17:34 PM GMT- IP address: 174.199.107.190 elo Document e-signed by William H. Reynolds (breynolds@shakopeemn.gov) Signature Date: 2022-09-16 - 3:17:36 PM GMT - Time Source: server- IP address: 174.199.107.190 no Document emailed to Maria Heller (mheller@co.scott.mn.us) for approval 2022-09-16 - 3:17:38 PM GMT j Email viewed by Maria Heller (mheller@co.scott.mn.us) 2022-09-19 - 1:09:27 PM GMT- IP address: 104.47.64.254 00 Document approved by Maria Heller (mheller@co.scott.mn.us) Approval Date: 2022-09-19 - 1:09:52 PM GMT - Time Source: server- IP address: 156.99.27.235 [7:1, Document emailed to Jeanne Andersen (jandersen@co.scott.mn.us) for signature 2022-09-19 - 1:09:54 PM GMT Email viewed by Jeanne Andersen (jandersen@co.scott.mn.us) 2022-09-19 - 1:39:17 PM GMT- IP address: 104.47.65.254 61 Document e-signed by Jeanne Andersen (jandersen@co.scott.mn.us) Signature Date: 2022-09-19 - 1:39:31 PM GMT - Time Source: server- IP address: 98.59.119.17 Powered by Adobe Acrobat Sign Page 83 of 183 *5.E.6. Shakopee City Council March 21, 2023 FROM: Bill Egan, Public Works Director TO: Mayor and Council Members Subject: Promotion of Jamie Theis, to Street/Utility Supervisor- Public Works. Policy/Action Requested: Approve the hiring and pay grade 180 step 7 ($102,190, Exempt) of Jamie Theis for the open Street/Utility Supervisor role. Recommendation: Approve the hiring of Jamie Theis for pay grade 180 step 7 ($102,190) for the Street/Utility Supervisor role. Discussion: Jamie was was hired as a Maintenance Worker 11/24/2003. In 2014 he was promoted to Street/Utility Foreperson. Since that time, he has taken several management and leadership courses and has grown into a leader for our department. He has also proven his dedication to the city day to day working in the Foreperson position. This is a internal promotion for the Street/Utility position from the recent retirement of Dave Rutt. Budget Impact: In 2022 Jamie's salary was $98,000.00 including overtime and other incentives. The new salary of $102,190.00 will be a budget impact of $4,000.00 Page 84 of 183 8.A.1. Shakopee City Council March 21, 2023 FROM: Nate Reinhardt, Finance Director TO: Mayor and Council Members Subject: Monthly Financial Review - February 2023 Policy/Action Requested: Review of February 2023 General Fund revenues and expenditures, and Community Center, Ice Arena and SandVenture year -over -year comparison. Recommendation: Information only Discussion: General Fund - February 2023 (see attachment) This early in the year, the timing of one of two large receipts or payments tend to skew the variances. Revenue variances (17% target) • Taxes will remain below budget targets until the 1st half settlement is received in June. Expenditure variances (17% target) • All departmental expenditures are within the normal range and similar to last year's percentage through February. Community Center/Ice Arena/SandVenture - February 2023 (see attachment) Similar to the analysis of the City's General Fund, reviewing revenue and expenditures early in the year can be easily skewed depending upon what type of transactions did or did not occur. At this point in the year variances for SandVenture, Ice Arena and Community Center are minimal. Budget Impact: Page 85 of 183 No budget impact ATTACHMENTS: • February 2023 Monthly Financial Report • February 2023 Recreation Facilities Year -to -Year Comparison • February 2023 Financial Report Presentation Page 86 of 183 CITY OF SHAKOPEE Monthly Financial Report February February YTD February YTD Budget YTD 2023 2023 2023 Balance Percent 2022 Budget Actual Actual Remaining Used Actual 01000 - GENERAL FUND REVENUES: * - TAXES 20,938,500 0 0 20,938,500 0% 46 0 * - SPECIAL ASSESSMENTS 2,000 0 0 2,000 0% 46 (22,071) * - LICENSES AND PERMITS 3,432,700 208,137 441,631 2,991,069 13% 613,715 * - INTERGOVERNMENTAL 1,516,000 287,391 289,141 1,226,860 19% (1,961,884) * - CHARGES FOR SERVICES 7,743,400 706,622 1,751,495 5,991,905 23% 1,256,911 * - FINES AND FORFEITS 1,700 500 612 1,088 36% 799 * - MISCELLANEOUS 333,400 8,201 15,668 317,732 5% 55,057 TOTAL REVENUES 33,967,700 1,210,851 2,498,547 31,469,153 7% (57,473) EXPENDITURES: 11 - MAYOR & COUNCIL (212,300) (7,546) (30,764) (181,536) 14% (41,215) 12 - ADMINISTRATION (2,387,200) (197,322) (376,425) (2,010,775) 16% (356,452) 13 - CITY CLERK (487,000) (30,911) (72,728) (414,272) 15% (74,900) 15 - FINANCE (1,078,400) (53,755) (124,108) (954,292) 12% (131,641) 17 - PLANNING AND DEVELOPMENT (673,700) (46,464) (96,426) (577,274) 14% (98,733) 18 - FACILITIES (650,100) (60,977) (111,806) (538,294) 17% (97,474) 31 - POLICE DEPARTMENT (10,920,600) (841,841) (1,785,110) (9,135,490) 16% (1,766,854) 32 - FIRE (3,439,800) (255,721) (540,392) (2,899,408) 16% (489,369) 33 - INSPECTION-BLDG-PLMBG-HTG (1,695,200) (96,621) (318,266) (1,376,934) 19% (280,100) 41 - ENGINEERING (1,435,700) (140,217) (280,189) (1,155,511) 20% (214,651) 42 - STREET MAINTENANCE (2,755,400) (236,767) (503,015) (2,252,385) 18% (404,747) 44 - FLEET (551,300) (46,494) (95,916) (455,384) 17% (88,158) 46 - PARK MAINTENANCE (3,192,200) (194,795) (387,067) (2,805,133) 12% (389,986) 67 - RECREATION (4,886,600) (307,176) (641,247) (4,245,353) 13% (583,791) 91 - UNALLOCATED (128,200) (817) (1,469) (126,731) 1% 0P (1,262) TOTAL EXPENDITURES (34,493,700) (2,517,424) (5,364,928) (29,128,772) 16% (5,019,333) OTHER FINANCING * - TRANSFERS IN 400,000 0 0 400,000 0% 0 * - TRANSFERS OUT 0 0 0 0 0% 0 OTHER FINANCING TOTAL 400,000 0 0 400,000 0% 0 FUND TOTAL (126,000) (1,306,573) (2,866,380) 2,740,380 (5,089,176) Key + Varies more than 10% than budget positively 46 Varies more than 10% than budget negatively Within 10% of budget Page 87 of 183 Business Unit 0672 - SAND VENTURE REVENUES WAGES AND BENEFITS OPERATING EXPENDITURES 0672 - SAND VENTURE 0673 - ICE ARENA REVENUES WAGES AND BENEFITS OPERATING EXPENDITURES 0673 - ICE ARENA 0674 - COMMUNITY CENTER REVENUES WAGES AND BENEFITS OPERATING EXPENDITURES 0674 - COMMUNITY CENTER * - DEFERRED REVENUE- MEMBERSHIPS DEFERRED REVENUE- CC MEMBERSHIPS RECREATIONAL FACILITIES OPERATING BUDGET TO ACTUAL Feb YTD Actual 2022 Budget 2022 (192,000.00) 220,800.00 198,820.00 227,620.00 (986,000.00) 317,300.00 549,300.00 (119,400.00) (1,022,600.00) 1,345,000.00 814,400.00 1,136,800.00 Feb YTD Actual 2023 (93.00) (6,847.67) 7,813.67 629.32 12,660.15 14,618.97 20,380.82 8,400.62 (183,693.12) 58,212.16 51,790.30 (73,690.66) (155,064.11) 178,948.97 107,942.84 131,827.70 (153,086.00) (153,086.00) (165,235.45) 70,792.72 50,626.22 (43,816.51) (205,360.03) 225,246.04 95,668.66 115,554.67 2,286.00 2,286.00 Feb YTD Actual Year Variance Feb YTD Actual Year Variance % (6,754.67) 7,263.09 (7,184.35) (91.95) 1,958.82 15.47 (11,980.20) (58.78) 18,457.67 (10.05) 12,580.56 21.61 (1,164.08) (2.25) 29,874.15 (40.54) (50,295.92) 32.44 46,297.07 25.87 (12,274.18) (11.37) (16,273.03) (12.34) 155,372.00 (101.49) 155,372.00 (101.49) Page 88 of 183 3/6/2023 3:08:25 PM Page 1 of 1 r- Page 89 of 183 44444, (4,-1 CA , reO L. (IA (IA 4 Nell ON „ r e7:11 0 0 'r ePI 00 OP Ch „ C4O CP 04 r- 40 0 60 5Z 51? ? 5;'? q".? v) 7r: r'"- 7t oo rA %JO ,HrY ,trY 00 f00- re,. 4 6, CA 9 1 17- OP ^,c. op Ve4;: r47"„.„ rw4, (ik on lir) '. , I . 1 , .,,,,, ic, cc .-tt ...... ir,. reM Cey f.. c..., Ch r... ...,„, +4,, 0 eq 'PO 00 CO eeli VI fri rA r-A rA ri ,r.. e.-...1 ,.. ,r1 ,. ..,o Al. oo .,„.... .,„.... 4,, r- try try m r,-- ,..--,,,,P,,,, r...I r",1 e,,II ri .0 .0 ri ni "Tr "-, 00 r 00 ,..4 0.,11 L --., a, ,00p 0^, ,1 4r44 OP C. IT, r4 r t 00 f 00 10 PI „ g 'EZ Ch VP 77r 'At, a V) ,r 7t Ch CP 4,-J4 r..J4 4,-J4 4,-J4 4.44 r-r Q 00 0 C,5, 0 OP OP ..."P 00 C.) 10 w c *rr kar„), 7t• C'eP rJ- pee, 00 0.41 0 C6 NZ cH hoop cH Nre CA 0 C. 00 0 0 CI A0 54) 0 0 0 0 0 e, Cr, Page 90 of 183 a) CO a) -1--) -0 03 c a D LC5- +a c cu cc N N a) N cp " (NO • 111111111• • Potential funding available: E N -trr rom previous s nary Results L._ Committed Fund Balance for GF Fund Balance Reserve E Projected Budget Surplus/(De Page 91 of 183 8.B.1. Shakopee City Council March 21, 2023 FROM: Michael Kerski, Director, Planning & Development TO: Mayor and Council Members Subject: Review of fmal plans for SandVenture Policy/Action Requested: After presentation and discussion, move project forward to fmal bidding. Council will have to approve all fmal bids. Recommendation: Move project forward to final advertisement for bids. Discussion: SandVenture, located in Lions Park, is one of four, sand bottom pools in the state. The pool was constructed more than 50 years ago and remains a major attraction for Shakopee's residents and the surrounding communities. It was identified in the Parks, Recreation and Trails Master Plan as one of the most loved and desired amenities by residents. The pool was used by more than 27,500 people in 2022, and use has grown more than 37% since 2018. The pool is considered by area residents as their beach. It is a zero -entry pool, which allows small children to learn to swim and also allows older adults and anyone with disabilities easy access. Staff has presented plans for the redevelopment of SandVenture since 2018. The facility has not had any major improvements for years. The current liner, plumbing, curb walls are all failing and need to be replaced. The sand has not been replaced for years. The existing buildings are in poor condition and were poorly constructed. The exterior material is failing. The City retained Confluence to complete a feasibility study on reuse. Confluence retained USAquatics as a pool consultant and MSR as project architects. There was substantial community outreach including a Social Pinpoint site where the community put together its wish list of amenities and changes for SandVenture. Page 92 of 183 The team examined the entire site in the context of the community input and presented to council in 2021 final concept plans. It was determined the existing building could not be reused and the recommendation was to demolish the pool, plumbing and buildings and install new liner, plumbing, curbing and structures. New amenities were proposed including a climbing wall, resurfacing the slide, and a new childrens' area with seating for guardians. One of the public's largest requests was better changing rooms, exterior community restrooms and exterior showers along with lockers. All of that has been included in the plans. The original construction estimate was approximately $5 million. Since that time, the city retained RJM Construction as the city's Construction Manager as Agent. The original intent was to redevelop the site after the 2022 season and open a new facility in June 2023. Because of supply chain issues and rapidly rising costs, it was recommended that the project be delayed until 2023. Construction would start on September 1, 2023 and be completed by June 1, 2024. RJM has still seen cost increases over the past year and projects that bids would come in at $7 million. We are seeing in some recent projects, some more competitive pricing, and we are hoping that with bidding in June we will see a more competitive bidding environment. RJM and the consultants have looked at phasing the project, however, given how everything in integrated, the belief is that it would not provide any large cost savings and would increase costs given the nature of the sand bottom pool and all of the interconnected utilities. The Finance Director has prepared info on funding to maintain the schedule and to allow the project to move forward. The project has also been submitted but Representative Tabke and Senator Pratt for $4 million in State bonding. Currently, the last bonding bill was voted down in the Senate. If a bonding bill is passed that includes SandVenture, the $4 million would reduce the city's financing costs but would not impact the bidding or construction schedule. Confluence will present the latest plans at the meeting. 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Ihmmoiillllp 4,4 11111111111111111111111111111 011 r Httl"""I 01"ll1T,,, °;10°' III'II°1i" �kl' yx io l uuuuuuuduuuVM1d rl�IrgiglongliaT1100 dhllonooll111111111111111111IY u11�pIIIIII1,111iil�i,;u I111111111111111111111111111111111111111111111111llu ^"^II' 1 11111'IIIIIIIIIIIIIIII1111d,,r °1uuuulin11ll1 911110NEE1 SandVenture Funding Scenarios Key Amounts o I, co o N N O N c1 O Oo O 0 d- o dr N R c N t/? O N 0 o N 0 O N 0 O LD C. O 0 O - O I� ci N ih N C — C -6 a) C s- ( E m m m LL N >• 6 CD01 O aJ v v N N ul ▪ (b + CD N C E N N (0 E U 7 = (0 0 JO w U (o C L) m O L) Q v N 0 E ° v ON Q N — a J O N 0 CO 0 0 u1 ul u1 O I. O I, O N O 0 u1 O N N I. O c-I N 0 LO ul m O I, O L0 O O O O .--i 00 00 O LO' 0 IDr n c�-I t LO Cr, 0 0 0' c-1 N N N c-1 2023 Annual Rent Project Estimate Local Projects Fund Balance Additional Rent 2023 Annul Rent Net Annual Rent Increase C 0 Q 0 0) E Internal Loan Re Less: Local Projects Contribution m m 01 ul ul i/? bO C C Li O) (0 ▪ ▪ (0 ▪ c E E W U (6 V C Q O) N• N Y O N E J Ln 01 O m u1 00 N I. 0 0 c-I 0 0 (yj O O O ul o- .--I N •71- L.0- CT tn. Internal Loan m N N m 01 u1 m Internal Loan Annual Repayment (30 Years) O N n 01 Annual Repayment (30 Years) N h O dr dr 10 00 rI Annual Repayment (30 Years) erations -Estimated Financ 0 Increase in Admissions 0 0 O O O O LI1 o N dr Increase in Admissions Building Lease Revenue/Concessions CD 0 O 0 O 0 ul O N '71- Increase in Admissions N 0 0) c 0 0) 0) cc 0) CO 0) O) b0 C .3 m 0 0 0 ul LO Net Revenue Net Revenue Net Revenue $ 128,448.17 Total Annual Cost Increase (levy impact) Page 125 of 183 8.B.2. Shakopee City Council March 21, 2023 FROM: Michael Kerski, Director, Planning & Development TO: Mayor and Council Members Subject: Lease with Tommy's Malt Shop for SandVenture Policy/Action Requested: Approve Lease with Tommy's Malt Shop for SandVenture Recommendation: Approve Lease Discussion: Staff solicited proposals for an operator for the SandVenture proposed new restaurant area. Out of the twenty-five solicitations, only one company responded and they wanted to operate the space if the city were to pay them an annual management fee. The owner of Tommy's Malt Shop approached the city staff and was considering a possible relocation from Chaska to Shakopee. They explored several locations and asked about SandVenture. Working with MSR and Confluence, they explored potential layouts at the site. In the past the city parks and recreation staff had operated concessions at SandVenture. A restaurant was included in the original redevelopment plans and included a small outdoor patio. Tommy's proposed a larger menu, including wine and beer, and would be open all year to serve people using the park including the playground, pickleball courts, disc golf and ice skating in the winter. Tommy's would also provide food service to the proposed community room for parties and events. During the winter, that room would be used as the warming house for skating. Kennedy & Graven drafted a lease with a minimum percentage base rent of $40,000 per year with the percentage capping at $60,000 per year. The rent is index to inflation on a yearly basis. There is no rent in year one since the city is delivering the space as a vanilla Page 126 of 183 shell and the tenant is responsible for all tenant improvements. The city is bringing in electrical, plumbing and mechanical into the space but the tenant is responsible for connections and all equipment. City is providing sheetrocked walls. Budget Impact: ATTACHMENTS: Draft Lease Page 127 of 183 TOMMY'S MALT SHOP LEASE 1103 Adams Street South, aka SandVenture Aquatic Park Shakopee, Minnesota City of Shakopee, Minnesota Landlord and Tommy's old Fashioned Malt Shop, LLC Tenant Date: , 2023 CHIDMS1/2571743.2 DOCSOPEN\SH155\23PL\833448.v3-10/24/22 Page 128 of 183 ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII ARTICLE XIV ARTICLE XV ARTICLE XVI ARTICLE XVII ARTICLE XVIII ARTICLE XIX ARTICLE XX ARTICLE XXI ARTICLE XXII ARTICLE XXIII ARTICLE XXIV ARTICLE XXV ARTICLE XXVI TABLE OF CONTENTS Page DEFINITIONS 1 GRANTING CLAUSE 1 RENT 1 PERCENTAGE RENT 2 DELIVERY AND ACCEPTANCE OF PREMISES 2 INTENTIONALLY OMITTED 2 TAXES 3 USE AND CARE OF PREMISES 4 MAINTENANCE AND REPAIR 4 ALTERATIONS 5 LANDLORD'S RIGHT OF ACCESS 6 SIGNS; STORE FRONTS 6 UTILITIES 7 INSURANCE 7 DAMAGE BY FIRE OR OTHER CASUALTY 9 EMINENT DOMAIN 10 ASSIGNMENT AND SUBLETTING 11 DEFAULT AND REMEDIES 12 BANKRUPTCY OR INSOLVENCY 15 SURRENDER OF PREMISES 15 HAZARDOUS SUBSTANCES 16 SUBORDINATION AND ATTORNMENT 17 NOTICES 17 EXCLUSIVE USE .17 RENEWAL OPTION 17 MISCELLANEOUS 17 DOCSOPEN\SH155\23PL\833448.v3-10/24/22 Page 129 of 183 TOMMY'S MALT SHOP LEASE This Tommy's Malt Shop Lease (this "Lease") is entered into as of , 2022, by and between the City of Shakopee, Minnesota, a municipal corporation, as Landlord, and Tommy's Old Fashioned Malt Shop, LLC, a Minnesota limited liability company, as Tenant. ARTICLE I DEFINITIONS 1.1 Capitalized terms used in this Lease have the meanings ascribed to them on the attached Exhibit A, the terms of which are incorporated into and made a part of this Lease by this reference. ARTICLE II GRANTING CLAUSE 2.1 In consideration of the obligation of Tenant to pay rent and other charges as herein provided and in consideration of the other terms, covenants and conditions hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby takes from Landlord the Premises TO HAVE AND TO HOLD during the Term, all upon the terms and conditions set forth in this Lease. ARTICLE III RENT 3.1 Tenant covenants and agrees to pay to Landlord, without set off, deduction or demand, at 485 Gorman Street, Shakopee MN 55379, Attention , or at such other place as Landlord may designate in writing to Tenant, base rental ("Base Rent") which shall be equal to Percentage Rent (as defined in Article IV of this Lease) provided, that Base Rent shall not be less than and shall not exceed the following amounts: Minimum Base Rent Maximum Base Rent Annually Monthly $40,000.00 $3,333.33 $60,000.00 $5,000.00 To the extent that the Tenant Improvement Allowance is not yet determined, payment of Base Rent shall be held in abeyance pending such determination. Once the Tenant Improvement Allowance is determined, Tenant shall be allowed a credit against Base Rent next due in the amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, commencing on the first (1st) anniversary of the Rent Commencement Date and each anniversary thereafter (the "Adjustment Date(s)"), the Minimum Base Rent and the Maximum Base Rent shall be adjusted (up, but not down) by multiplying the Minimum Base Rent and the Maximum Base Rent by a fraction the numerator of which is the CPI (as hereinafter defined) for the December immediately prior to the Adjustment Date and the denominator of which is the CPI for the December immediately prior to the Rent Commencement Date. The "CPI" shall mean the Consumer Price Index (1982=100) for all goods for the DOCSOPEN\SH155\23PL\833448.v3-10/24/22 1 Page 130 of 183 Minneapolis/St. Paul Area, or successor index promulgated by the federal government of United States of America. The Base Rent shall be payable monthly, in advance, in equal installments as set forth above, commencing on the Rent Commencement Date and continuing on the first day of each and every month of the Term thereafter for the next succeeding months during the balance of the Term. if the Rent Commencement Date is on a date other than the first day of a calendar month (i) Base Rent for the month containing the Rent Commencement Date shall be prorated based upon the ratio that the number of days in the Term within such month bears to the total number of days in such month, and (ii) the initial monthly rental period shall cover the month containing the Rent Commencement Date and the following month. Tenant shall pay Additional Rent concurrently with the installment of Base Rent, unless a different time for such payment is specified in this Lease. If the Rent Commencement Date is on a date other than the first day of a calendar month, Additional Rent for the month containing the Rent Commencement Date shall be prorated based upon the ratio that the number of days in the Term within such month bears to the total number of days in such month. 3.2 In the event any payment due from Tenant is not received within 5 days after Tenant's receipt of written notice (or email) of non-payment from Landlord, then, in addition to the past due amount, Tenant shall pay to Landlord a "late charge" equal to five percent (5%) of the past due installment, as Additional Rent, in order to compensate Landlord for its administrative and other overhead expense and, in addition, the past due amount shall bear interest at the Interest Rate, such interest to accrue continuously on any unpaid balance due to Landlord by Tenant during the period commencing with the aforesaid due date and terminating with the date on which Tenant makes full payment of all amounts owing to Landlord at the time of said payment. Any such interest shall be payable as Additional Rent hereunder, and shall be payable immediately on demand. Tenant's covenants to pay Base Rent and Additional Rent are independent of any other covenant, condition, provision or agreement herein or elsewhere contained. ARTICLE IV PERCENTAGE RENT 4.1 Subject to the provisions regarding Minimum Base Rent and Maximum Base Rent as specified in Article III, Tenant shall pay to Landlord percentage rent ("Percentage Rent") equal to six percent (6%) of Tenant's Gross Receipts (as hereinafter defined). Percentage Rent for each month during the term of this Lease shall be payable by Tenant to the Landlord on the first (1st) day of the second month after the end of each calendar mouth. Each calendar month of the term hereof shall be a separate and distinct accounting period. As utilized herein, the term "Gross Receipts" shall mean any and all receipts of the Tenant and/or its subtenants, concessionaires or licensees derived from any and all business conducted upon, from or through the Premises by the Tenant or any other party having a contractual commitment thereto, whether for cash or credit, and, in the case of sales on credit, whether or not payment be actually made therefor, and shall include, but not be limited to, the amounts received for sales or services perfoiiiied on or at the Premises, together with any and all amounts derived from orders received at the Premises, whether said orders are fulfilled at the Premises or elsewhere. Notwithstanding any contrary provision contained in this Lease, Gross Receipts shall be evidenced by Tenant's reports to the Minnesota Department of Revenue and Tenant's liquor sales reports (for beer and wine). The following shall be excluded in the computation of Gross Receipts: Amount of any sales, use or gross receipt taxes imposed directly on sales by any governmental or quasi -governmental authority and collected from third -party purchaser. ARTICLE V DOCSOPEN\SH155\23PL\833448.v3-10/24/22 2 Page 131 of 183 DELIVERY AND ACCEPTANCE OF PREMISES 5.1 Landlord shall make the improvements to the Premises described in Exhibit B attached hereto and made a part hereof. Landlord shall use reasonable efforts to ensure that the Delivery Date occurs on or about April 1, 2024. If the Delivery Date has not occurred by June 1, 2024, Landlord shall not be deemed to be in default hereunder or otherwise liable in damages to Tenant, nor shall the terms of this Lease be affected; provided, however, that Tenant shall offer concessions out of the building for the Summer season 2024. If Landlord does not deliver the premises by April 1, 2025, Tenant shall have the option to cancel this lease. 5.2 Tenant shall perform Tenant's Work in accordance with the conditions and limitations set forth in Article X and in Exhibit C attached hereto and made a part hereof. Tenant agrees to accept possession of the Premises on the Delivery Date and to proceed with due diligence to perform Tenant's Work, and to install its fixtures, furniture and equipment subject to all of the terms, covenants and conditions of this Lease other than payment of rent. Tenant hereby approves Exhibit C and all of the improvements, plans and specifications described therein. It is understood and agreed by Tenant that changes in such improvements, plans and specifications which will not materially interfere with Tenant's use of the Premises and which may be necessary during construction of the Premises shall not affect, invalidate, or change this Lease or any of its terms and provisions. If on the Delivery Date there should remain items of construction or finishing work to be completed which do not materially interfere with Tenant's Work, Landlord and Tenant shall within ten (10) days from the Delivery Date prepare a written list (the "Punch List") of such uncompleted items. Landlord agrees to complete the Punch List item(s) with all due diligence in a manner which does not unreasonably interfere with Tenant's Work. Landlord's Work in accordance with Exhibit C shall be deemed approved by Tenant in all respects 10 days after the Delivery Date, unless prior thereto Landlord receives written notice from Tenant of any defect in such work. Any disagreement which may arise between Landlord and Tenant Concerning the work to be performed by Landlord shall be resolved by the decisions of a mutually acceptable architect. By taking possession of the Premises on the Delivery Date, Tenant acknowledges that it has inspected the Premises and accepts them as being in good order and repair and in the condition in which Landlord is obligated to deliver them, subject to the Punch List. ARTICLE VI INTENTIONALLY OMITTED ARTICLE VII TAXES 7.1 Tenant shall pay before delinquency all real estate taxes and installments of special assessments imposed on the Premises. ARTICLE VIII USE AND CARE OF PREMISES 8.1 The Premises shall be used and occupied solely for the Permitted Use and shall be open for operations, fully staffed and fully stocked during the Hours of Operations. Tenant agrees to open for business in the Premises on or before the date that is sixty (60) days following the Delivery Date. Tenant shall not at any time leave the Premises vacant, but shall in good faith continuously throughout the Term conduct in the entire Premises the Permitted Use. Tenant shall, except during reasonable periods of DOCSOPEN\SH155\23PL\833448.v3-10/24/22 3 Page 132 of 183 repairing, cleaning and decorating, keep the Premises open for business with adequate and competent personnel in attendance, except to the extent Tenant may be prohibited from being open for business by applicable law, ordinance or government regulation. 8.2 In addition to other restrictions on the use of the Premises, the Premises shall not be used or occupied for any purpose or use which would violate any agreements affecting the Premises, Landlord, or the Project, including any declarations of reciprocal easements, covenants, conditions or restrictions or exclusive agreements effective as of the date hereof 8.3 Tenant shall not, without Landlord's prior written consent, keep anything within the Premises for any purpose which increases the insurance premium cost or invalidates any insurance policy carried on the Premises or other part of the Project. Tenant shall pay as Additional Rent, upon demand of Landlord, any such increased premium cost due to Tenant's use or occupancy of the Premises. 8.4 Tenant shall not (i) conduct within the Premises any fire, auction or bankruptcy sales, (ii) advertise that Tenant is "going out ofbusiness", (iii) permit any objectionable or unpleasant odors or noises to emanate from the Premises, (iv) place or permit any radio, television, loud -speaker or amplifier on the roof or outside the Premises or where the same can be seen or heard from outside the building or in SandVenture Aquatic Park, (v) place an antenna, awning fix spring or other projection on the exterior of the Premises, (vi) solicit business or distribute leaflets or other advertising material in SandVenture Aquatic Park, (vii) operate or permit the operation of any amusement or arcade type games in the Premises, (viii) use, or permit to be used, the sidewalks adjacent to the Premises, or any other premises outside such space for the sale or display of any merchandise or for any other business, occupation or undertaking, (ix) use or permit to be used within SandVenture Aquatic Park any automobiles, trailers, vans or other vehicles advertising the business of Tenant or any good or service provided by Tenant except Tenants delivery vehicles which shall have a delivery sign attached to the top of the vehicle which delivery vehicles shall not be parked in the front parking lot or next to the building, or (x) take any other action which would constitute a nuisance or would disturb or endanger other tenants of the Project or interfere with their use of their respective premises. 8.5 Tenant shall (i) be responsible for procuring and maintaining all permits and licenses that may be required for the transaction of its business in the Premises, (ii) comply with all applicable laws, ordinances, orders, rules and regulations relating to the use, condition and occupancy of the Premises including, without limitation, the Act, and (iii) comply with such reasonable rules and regulations as shall be promulgated by Landlord from time to time, provided the same are reasonably enforced on an equal basis against all tenants of the Project. ARTICLE IX MAINTENANCE AND REPAIR 9.1 Tenant shall, at its sole cost and expense, (i) keep the Premises in good condition, free from waste at all times and (ii) make all needed repairs and replacements to the Premises, including replacement of cracked or broken glass resulting from the activities or events originating from the interior of the Premises , (iii) furnish, maintain and replace all electric light bulbs, tubes and tube casings in the Premises, (iv) maintain all display windows in a neat, attractive condition, and shall keep all display windows and exterior electric signs in front of the Premises lighted during such hours as Landlord shall require, and (v) store all trash and garbage within the area designated by Landlord for such trash pickup and removal and only in receptacles of the size, design and color from time to time prescribed by Landlord. If any repairs, replacements or other action required to be made or taken by Tenant hereunder are not made or taken within 10 days after written notice delivered to Tenant by Landlord, Landlord may, at its option, make such repairs DOCSOPEN\SH155\23PL\833448.v3-10/24/22 4 Page 133 of 183 or replacements or take such action without liability to Tenant for any loss or damage which may result to its stock or business by reason of such repairs, replacements or actions and Tenant shall pay to Landlord immediately upon demand as Additional Rent hereunder the cost of such repairs, replacements or actions with interest at the Interest Rate from the date of commencement of such repairs, replacements or other actions until repayment. Notwithstanding any contrary provision contained in this Lease, Landlord shall, at its sole expense, maintain any HAC and hot water heater. Permitted ARTICLE X ALTERATIONS 10.1 Tenant shall not make any modifications, improvements, alterations, additions or installations in or to the Premises (hereinafter referred to in this Section 10.1 as the "work") without Landlord's prior written consent, which consent shall not be unreasonably withheld other than for any work affecting the structural, electrical or mechanical systems of the Premises or the Project or affecting the exterior of the Premises or the Project. Along with any request for Landlord's consent and before commencement of any work or delivery of any materials to be used in any work to the Premises or into the Project, Tenant shall furnish Landlord with plans and specifications, names and addresses of contractors, copies of contracts, necessary permits and licenses, and an indemnification in such form and amount as may be reasonably satisfactory to Landlord. Tenant agrees to indemnify, defend and hold Landlord forever harmless from any and all claims and liabilities of any kind and description which may arise out of or be connected in any way with such work. All such work shall be done only by contractors or mechanics reasonably approved by Landlord and at such time and in such manner as Landlord may from time to time reasonably designate. Tenant shall pay the cost of all such work, and also the cost of painting, restoring or repairing the Premises and the Project occasioned by such work. Upon completion of the work, Tenant shall furnish Landlord with contractor's affidavits and full and final waivers of liens and receipted bills covering all labor and materials expended and used. All such work shall comply with all insurance requirements and all laws, ordinances, rules and regulations of all governmental authorities (including, without limitation, the Act) and shall be constructed in a good and workmanlike and lien -free manner. Tenant shall permit Landlord to inspect construction operations in connection with any such work. Tenant shall not be allowed to make any modifications, improvements, alterations, additions or installations if such action results or would result in a labor dispute or otherwise would materially interfere with Landlord's operation of the Project. Subject to applicable federal and state law, in the event any work results in a labor dispute, Tenant shall cause such work to be halted immediately, remove the workers, contractors or mechanics responsible for such dispute and replace the same with workers, contractors and mechanics acceptable to Landlord and whose work will not (in the sole and absolute discretion of Landlord) result in a labor dispute. ARTICLE XI LANDLORD'S RIGHT OF ACCESS 11.1 Landlord shall have the right to enter upon the Premises at any reasonable time for the purpose of inspecting the same or of showing the Premises to prospective purchasers, tenants or lenders. ARTICLE XII SIGNS; STORE FRONTS DOCSOPEN\SH155\23PL\833448.v3-10/24/22 5 Page 134 of 183 12.1 Tenant shall not, without Landlord's prior written consent, (i) make any changes to or paint the store front; (ii) install any exterior lighting, decorations, banners or temporary or portable signs; or (iii) affix signs, advertisements, banners, or other material to the inside or outside of store windows nor to any doors, columns or storefront walls. All interior signage must be tastefully and professionally done and in compliance with all applicable law and municipal approvals, and the use of hand scribed signs of any kind is expressly prohibited. Landlord reserves the right to remove unauthorized signage. Tenant signage on the exterior of the building must be submitted to Landlord and the City of Shakopee for approval. Tenant, upon vacation of the Premises, or the removal or alteration of any Tenant signs for any reason, shall be responsible for the repair, painting, and/or replacement of the building fascia surface where signs are attached. Notwithstanding the aforementioned or anywhere contained in this document to the contrary, Tenant shall be permitted to display its standard indoor window signage package subject to Landlord approval. Size of exterior signage must comply with Landlord's allotment, landlord will work with Tenant to maximize this signage. Without limiting the foregoing, Landlord's architects shall designate space for signage on the building, Tenant's signage shall comply with the city code and shall be approved by Landlord, and Tenant shall be solely responsible for the cost of installing and maintaining such signage. If and when the Landlord erects a monument sign for SandVenture, Tenant shall be granted signage rights on such monument sign as reasonably determined by Landlord, but any such signage shall be installed and maintained at Tenant's sole expense. ARTICLE XIII UTILITIES 13.1 Tenant shall pay for all electricity, gas, heat, hot and cold water, air conditioning, sewer, telephone or other utility service provided to the Premises whether the same be charged or assessed at flat rates, measured by separate meters or prorated by the utility company. Tenant shall be solely responsible for any SAC/WAC fees or charges. 13.2 Landlord shall not be liable in damages or otherwise, nor shall there be an abatement of rents, nor shall the same constitute an eviction of Tenant, if the furnishing by any supplier of any utility service, telephone service or other service to the Premises shall be interrupted, reduced, curtailed or impaired by fire, accident, riot, strike, act of God, the making of repairs, alterations or improvements, or by any causes beyond Landlord's control. ARTICLE XIV INSURANCE 14.1 Tenant shall keep the Project insured for the benefit of Landlord in an amount equivalent to the full replacement value thereof (excluding foundation, grading and excavation costs) against: (a) (b) Tenant shall keep the Project insured for the benefit of Landlord in an amount equivalent to at least 100% of the full replacement value thereof (excluding foundation, grading and excavation costs) against loss or damage by fire; and such other risk or risks of a similar or dissimilar nature as are now or may in the future be, customarily covered with respect to buildings and improvements similar in construction, general location, use, occupancy and design to the Project, including, but without limiting the generality of the foregoing, windstorms, hail, DOCSOPEN\SH155\23PL\833448.v3-10/24/22 6 Page 135 of 183 explosion, vandalism, malicious mischief, terrorism, civil commotion and such other coverage as may be deemed necessary by Landlord, provided such additional coverage is obtainable and provided such additional coverage is such as is customarily carried with respect to buildings and improvements similar in construction, general location, use, occupancy and design to the Project. These insurance provisions shall in no way limit or modify any of the obligations of Tenant under any provision of this Lease. Landlord agrees that such policy or policies of insurance shall contain a waiver of subrogation clause as to Tenant, and Landlord waives, releases and discharges Tenant from all claims or demands whatsoever which Landlord may have or acquire arising out of damage to or destruction of the Project or Landlord's business therein occasioned by fire or other cause, which such claim or demand may arise because of the negligence or fault of Tenant and its agents, contractors, servants, employees, licensees, customers, business invitees or otherwise, and Landlord agrees to look to the insurance coverage only in the event of such loss. 14.2 Tenant shall keep all of its machinery, equipment, furniture, fixtures, plate glass, inventory, goods, personal property (including also property under the care, custody or control of Tenant) and business interests which may be located in, upon or about the Premises insured for the benefit of Tenant in an amount equivalent to the full replacement value or insurable value thereof against: (a) loss or damage by fire; and (b) such other risk or risks of a similar or dissimilar nature as are now, or may in the future be, customarily covered with respect to a tenant's machinery, equipment, furniture, fixtures, inventory, goods, personal property and business located in a building similar in construction, general location, use, occupancy and design to the Project, including, but without limiting the generality of the foregoing, windstorms, hail, explosions, vandalism, theft, malicious mischief, civil commotion and such other coverage as Tenant may deem appropriate or necessary. Tenant agrees that such policy or policies of insurance shall contain a waiver of subrogation clause as to Landlord, and Tenant waives, releases and discharges Landlord from all claims or demands whatsoever which Tenant may have or acquire arising out of damage to or destruction of the machinery, equipment, furniture, fixtures, inventory, goods, personal property and business of Tenant occasioned by fire or other cause, whether such claim or demand may arise because of the negligence or fault of Landlord and its agents, contractors, servants, employees, licensees or otherwise, and Tenant agrees to look to the insurance coverage only in the event of such loss. 14.3 Tenant shall procure and maintain throughout the Term, at its sole cost and expense, a policy of commercial general liability insurance, insuring Landlord, Landlord's management agent and Tenant against all claims, demands or actions arising out of or in connection with Tenant's use or occupancy of the Premises, or the condition of the Premises, with a combined single limit of not less than $2,000,000 for bodily injury including death of anyone person or anyone accident and in respect to property damaged or destroyed, and to be written by insurance companies reasonably satisfactory to Landlord. Tenant shall obtain a written obligation on the part of its insurance company to notify Landlord at least 30 days prior to cancellation of such insurance. Such policies or duly executed binders of insurance shall be delivered to Landlord at least 30 days prior to the expiration of the policy term. The minimum limits of the commercial general liability policy of insurance shall in no way limit or diminish Tenant's liability under Section 14.5. At such time as insurance limits required of tenants in shopping centers in the area in which the Project is located are generally increased to greater amounts, Landlord shall have the right to require such greater limits as may then be customary. Tenant agrees to include in such policy contractual liability coverage DOCSOPEN\SH155\23PL\833448.v3-10/24/22 7 Page 136 of 183 insuring Tenant's indemnification obligations herein. Any such coverage shall be deemed primary to any liability coverage secured by Landlord. 14.4 Tenant agrees to indemnify, defend and hold harmless Landlord and Landlord's management agent from and against all losses, damages, costs and expenses resulting from or relating to any injury to person or damage to or loss of property (i) on or about the Premises, (ii) on or about SandVenture Aquatic Park and caused by negligence or misconduct of Tenant, its employees, subtenants, licensees or concessionaires, (iii) arising out of the use of the Premises by Tenant and the conduct of its business therein, or (iv) arising out of any breach or default by Tenant in the performance of its obligations hereunder. 14.5 Landlord and Landlord's agents shall not be liable to Tenant or any other person or entity whomsoever for any injury to person or damage to property caused by the Premises or other portions of the Project becoming out of repair or by defect in or failure of equipment, pipes or wiring, or broken glass, or by the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Premises, nor shall Landlord be liable to Tenant or any other person or entity whomsoever for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Project or of any other persons or entities whomsoever. All property in the Project or on the Premises belonging to Tenant or its agents, contractors, servants, employees, licensees, customers or business invitees or otherwise located at the Premises shall be at the risk of Tenant only, and Landlord shall not be liable for damage thereto or theft, misappropriation or loss thereof, and Tenant agrees to defend, indemnify and hold harmless Landlord and its agents from and against claims and liability for injuries to such property or theft, misappropriation or loss thereof. ARTICLE XV DAMAGE BY FIRE OR OTHER CASUALTY 15.1 If fire or other casualty shall render the whole or any portion of the Premises (other than the Leasehold Improvements) untenantable, and if the Premises can reasonably be expected to be repaired within 180 days from the date of such event, then Landlord shall repair and restore the Premises (other than the Leasehold Improvements) to as near their condition prior to the fire or other casualty as is reasonably possible (subject to delays for causes beyond Landlord's reasonable control) and this Lease shall remain in full force and effect, but Base Rent for the period during which the Premises is untenantable shall be abated pro rata (based upon the portion of the Premises which is untenantable). 15.2 If fire or other casualty shall render the whole or any portion of the Premises untenantable and the Premises (other than the Leasehold Improvements) cannot reasonably be expected to be repaired within 180 days from the date of such event, then either party, by notice in writing to the other mailed within 90 days from the date of such damage or destruction, may terminate this Lease effective upon a date within 30 days from the date of such notice. 15.3 In the event that more than 50% of the value of the Project is damaged or destroyed by fire or other casualty, and irrespective of whether such damage or destruction can be repaired within 180 days thereafter, then at Landlord's option, by written notice to Tenant mailed within 90 days from the date of such damage or destruction, Landlord may terminate this Lease effective upon a date within 30 days from the date of such notice to Tenant. 15.4 If this Lease is not terminated following the occurrence of fire or other casualty as provided above, then Landlord shall repair and restore the Premises (other than the Leasehold Improvements) to as near their condition prior to the fire or other casualty as is reasonably possible with all due diligence and DOCSOPEN\SH155\23PL\833448.v3-10/24/22 8 Page 137 of 183 speed (subject to delays for causes beyond Landlord's reasonable control) and Base Rent for the period during which the Premises is untenantable shall be abated pro rata (based upon the portion of the Premises which is untenantable). In no event shall Landlord be obligated to repair or restore any special equipment or improvements installed by Tenant, it being understood that Landlord's restoration obligations shall be limited to restoration of the improvements described in Exhibit B. Landlord's obligation to restore under this Article XV shall in any event be limited to the extent of the insurance proceeds available to Landlord for such restoration, and Tenant agrees that promptly after completion of such work by Landlord, it will proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore its signs, fixtures, equipment and to construct and install leasehold improvements of the same type and character as the Leasehold Improvements. Any such rebuilding and restoration shall be performed in accordance with the construction procedures set forth in Exhibit C, and shall be subject to Article X. 15.5 Notwithstanding the foregoing provisions of this Article XV, Landlord may terminate this Lease with no further liability to Tenant whatsoever in the event that following any fire or other casualty of any part of the Project, any party holding a mortgage, trust deed or similar lien on Landlord's interest in the Project elects to require the application of the insurance proceeds to reduce the indebtedness secured by such mortgage, trust deed or similar lien. 15.6 In the event of a termination of this Lease pursuant to this Article, rent shall be apportioned on a per diem basis and paid to the date of such termination. ARTICLE XVI EMINENT DOMAIN 16.1 If the whole of or any substantial part of the Premises is taken by any public authority under the power of eminent domain so as to render the remaining portion of the Premises unsuitable for the purposes intended hereunder, then the Term shall cease as of the day possession shall be taken by such public authority. 16.2 In the event that 25% or more of the building area of the Project or 25% or more of SandVenture Aquatic Park is taken by public authority under the power of eminent domain, then, at the option of Landlord or Tenant, by written notice to the other party, mailed within 60 days from the date possession shall be taken by such public authority, Landlord or Tenant, as the case may be, may terminate this Lease effective upon a date within 30 days from the date of such notice to the other party. 16.3 All damages awarded for any taking under the power of eminent domain shall belong to and be the property of Landlord, Tenant hereby assigning to Landlord its interest, if any, in said award. Notwithstanding the foregoing, Tenant shall have the right to prove in any condemnation proceedings and to receive any separate award which may be made for damages to or condemnation of Tenant's movable trade fixtures and equipment and for moving expenses; provided, however, Tenant shall in no event have any right to receive any award for its interest in this Lease or for loss of leasehold, and any such award shall not reduce amounts that would otherwise be available to Landlord. 16.4 In the event of a taking by any public authority under the power of eminent domain and this Lease is not terminated, (i) Landlord shall, at its sole cost and expense, restore the Premises (other than the Leasehold Improvements) to a complete architectural unit (but Landlord's restoration obligations shall be limited to restoration of the improvements described in Exhibit B and shall be limited to the extent of the condemnation award available to Landlord), (ii) Tenant agrees that promptly after completion of such DOCSOPEN\SH155\23PL\833448.v3-10/24/22 9 Page 138 of 183 work by Landlord, it will proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore its signs, fixtures, equipment and to construct and install leasehold improvements of a character and type substantially similar to the Leasehold Improvements, and such rebuilding and restoration shall be performed in accordance with the construction procedures set forth in Exhibit C and shall be subject to Article X and (iii) Base Rent provided for herein during the period from and after the date of delivery of possession pursuant to such proceedings to the termination of this Lease shall be reduced to a sum equal to the product of Base Rent provided for herein multiplied by a fraction, the numerator of which is the fair market rent of the Premises after such taking and after the same has been restored to a complete architectural unit, and the denominator of which is the fair market rent of the Premises prior to such taking. 16.5 Notwithstanding the foregoing provisions of this Article XVI, Landlord may terminate this Lease with no further liability to Tenant whatsoever in the event that following any taking of any part of the Project by right of eminent domain, or any conveyance in lieu thereof, any party holding a mortgage, trust deed or similar lien on Landlord's interest in the Project elects to require the application of an award or payment for the taking or conveyance in lieu thereof to reduce the indebtedness secured by such mortgage, trust deed or similar lien. 16.6 In the event of a termination of this Lease pursuant to this Article XVI, rent shall be apportioned on a per diem basis and paid to the date of such termination. ARTICLE XVII ASSIGNMENT AND SUBLETTING 17.1 Tenant shall not assign or transfer this Lease or any estate or interest therein, or permit any such assignment or transfer, by operation of law or otherwise, including by merger or acquisition, or sublet the Premises or any part thereof, or grant any license, concession or other right to occupy any portion of the Premises, without in each case the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In determining whether or not to grant its consent to the Tenant's sublet or assignment request, Landlord may consider any reasonable factor. Landlord and Tenant agree that failure to satisfy anyone of the following factors, or any other reasonable factor, will be reasonable grounds for denying Tenant's request: (a) (b) the tangible financial net worth of the proposed subtenant/assignee, as evidenced by audited financial statements certified by an independent certified public accountant (or, if such audited statements are unavailable, financial statements certified by the chief financial officer of any such proposed subtenant/assignee), shall be reasonably satisfactory to Landlord; use of the Premises by the proposed subtenant/assignee (i) will not violate or create any potential violation of any laws; (ii) will not violate any agreement affecting the Premises, Landlord or the Project, including, without limitation, any so-called exclusive agreements; (iii) will complement the tenant mix at the Project; and (iv) will not constitute a nuisance or disturb or endanger other tenants of the Shopping Center or interfere with their use of their respective premises; and (c) satisfactory to Landlord. managerial and operational skills of the proposed subtenant/assignee must be reasonably satisfactory to Landlord. DOCSOPEN\SH155\23PL\833448.v3-10/24/22 10 Page 139 of 183 Consent by Landlord to one or more assignment(s) or subletting(s) shall not operate as a waiver of Landlord's rights as to any subsequent assignments or sublettings. For purposes of this Lease, change of control of Tenant or change of ownership of a majority interest in Tenant shall constitute an assignment of this Lease. 17.2 Tenant shall give Landlord notice of any assignment or sublease proposed to be made by Tenant, including a copy of all documents evidencing the agreement for such sublease or assignment, at least 30 days prior to the proposed effective date for such sublease or assignment. 17.3 Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully liable for the performance of all of Tenant's obligations under this Lease (notwithstanding future assignments, sublettings, and regardless of whether or not Tenant's approval has been obtained for such future assignments or sublettings). The sublessee or assignee shall agree in a form satisfactory to Landlord to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution an executed copy of each such sublease or assignment and an agreement of compliance by each such sublessee or assignee. 17.4 Any sale, assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article XVII shall be of no effect and void. All rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction of any kind, and upon election by Landlord such rentals shall be paid directly to Landlord (to be applied as a credit and offset to Tenant's rental obligations). All consideration or rent paid to Tenant for an assignment, sublease or other right to use the Premises which is in excess of the amount required to be paid over to Landlord for the use of the Premises (or pro rata portion of the amount required to be paid to Landlord in the case of a sublease of a portion of the Premises) shall be paid to Landlord by Tenant upon receipt. 17.5 In the event of the transfer and assignment by Landlord of its interest in this Lease, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Any security given by Tenant to secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to such successor in interest, and Landlord shall thereby be discharged of any further obligation relating thereto. 17.6 Any mortgage, pledge or other encumbrance of Tenant's interest in this lease or in the premises shall be expressly subordinate in all respects to any mortgage previously or hereafter given by Landlord in the Premises, and shall contain such other commercially standard and reasonable provisions as may be requested by Landlord to protect its interest in the Premises. 17.7 Tenant shall pay all costs incurred by Landlord in connection with any proposed assignment or sublease and shall pay any brokerage commission incurred by reason of any such proposed assignment or sublease. 17.8 Notwithstanding anything in the foregoing to the contrary, upon not less than thirty (30) days prior written notice to Landlord but without the necessity of Landlord's consent, Tenant may sublet all or a portion of the Premises or assign this Lease to a subsidiary of Tenant, more than fifty percent (50%) of the voting stock or assets of which is owned directly or indirectly by the direct or remote parent of Tenant, or an entity which acquires more than fifty percent (50%) of the voting stock or assets of Tenant (each, a "Permitted Transfer" to a "Permitted Transferee"), provided that in the case of an Assignment, DOCSOPEN\SH155\23PL\833448.v3-10/24/22 11 Page 140 of 183 such assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to assume and perform all of the obligations of Tenant under this Lease. ARTICLE XVIII DEFAULT AND REMEDIES 18.1 Each of the following events shall be deemed to be an "Event of Default" by Tenant under this Lease: (a) (b) (c) (d) (e) Tenant shall fail to pay any installment of Base Rent, Additional Rent or any other payment due hereunder, and such failure shall continue for a period of 5 days after Tenant's receipt of written notice ( or e-mail) of non-payment from Landlord. Tenant shall fail to comply with any term, provision or covenant of this Lease, other than as described in subsection (a), and such failure shall continue for 10 days after written notice thereof to Tenant. (i) the Premises shall be used for purposes other than the Permitted Use, (ii) Tenant breaches its covenant of continuous operation, (iii) Tenant shall use or display signs other than those approved in accordance with Article XII, (iv) Tenant shall do anything upon or in connection with the Premises or the construction of any part thereof which interferes in any way with, or results in a work stoppage in connection with, construction of any part of the Project or any other tenant's space, (v) this Lease, without the prior written consent of Landlord or except as expressly permitted, shall be assigned, pledged, mortgaged, transferred or sublet in any manner, or (vi) Tenant shall fail to maintain the insurance coverages required by Article XIV. Tenant or any guarantor of Tenant's obligations under this Lease shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. Tenant or any guarantor of Tenant's obligations under this Lease shall file a petition under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar law or statute of the United States or any State thereof, or an order for relief relating to Tenant or any guarantor of Tenant's obligations under this Lease is granted in proceedings filed against Tenant or any guarantor of Tenant's obligations under this Lease. (f) A receiver or trustee shall be appointed for the Premises or for all or substantially all of the assets of Tenant or any guarantor of Tenant's obligations under this Lease. 18.2 Upon the occurrence of any Event of Default, Landlord shall have the option to pursue the following remedies (without limitation of any other remedies available to Landlord at law or in equity): (a) Terminate this Lease, or terminate Tenant's right to possession of the Premises without terminating this Lease, and in either event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or DOCSOPEN\SH155\23PL\833448.v3-10/24/22 12 Page 141 of 183 (b) arrearage in rental, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, with or without legal proceedings, by force if necessary, without being liable for prosecution or any claim of damages therefor. Pay any amount required to be paid by Tenant, or perform any obligation to be performed by Tenant, and to do so, enter upon the Premises, by force if necessary, without being liable for prosecution or any claim for damages therefor, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in so paying or performing Tenant's obligations under this Lease, together with interest on such expenses at the Interest Rate until Tenant makes full payment of all amounts owing to Landlord at the time of said payment. 18.3 If this Lease is terminated by reason of an Event of Default, Tenant shall be liable for and shall pay to Landlord the sum of all rental and other indebtedness accrued to date of such termination, plus, as damages, an amount equal to the present value of the excess, if any, of (1) the total rental and Taxes hereunder for the remaining portion of the Term (had the Term not been terminated prior to the date of expiration stated in Article I) plus the unamortized balance of any rent abatements, brokers' fees and commissions, attorneys' fees and costs, and all reimbursements, construction allowances and other costs incurred by Landlord to improve the Premises, over (2) the fair rental value of the Premises for such period, after deductions of all estimated costs of reletting for said period, discounted at a rate of 6% per annum. It is agreed by the parties that the actual damages which might be sustained by Landlord by reason of Tenant's default hereunder are uncertain and difficult to ascertain, and that the foregoing measure of damages is fair and reasonable. 18.4 If Tenant's right to possession of the Premises is terminated, without termination of the Lease, Tenant shall be liable for and shall pay to Landlord all rental and other required payments accrued to the date of termination of possession, plus all rental and other required payments for and during the remainder of the Term, as such rental and other payments become due, diminished by any net sums thereafter received by Landlord through reletting the Premises during said period (after deducting expenses incurred by Landlord as described in Section 18.5). In no event shall Tenant be entitled to any excess of any rental obtained by reletting over and above the rental herein reserved. Actions to collect amounts due by Tenant to Landlord may be brought from time to time, on one or more occasions, without the necessity of Landlord's waiting until expiration of the Term. Notwithstanding any such reletting without termination, Landlord may at any time thereafter terminate this Lease for any prior breach or default. 18.5 In case of any Event of Default, Tenant shall also be liable for and shall pay to Landlord, in addition to amounts provided to be paid above, broker's fees incurred by Landlord in connection with reletting the whole or any part of the Premises, the costs of removing and storing Tenant's or other occupant's property, the costs of cleaning, repairing, altering, remodeling or otherwise putting the Premises into condition acceptable to a new tenant(s), and all other reasonable expenses incurred by Landlord, including reasonable attorneys' fees. 18.6 In the event of termination of this Lease or repossession of the Premises, Landlord may relet the whole or any portion of the Premises for any period, to any tenant, and for any use and purpose. Anything herein to the contrary notwithstanding, Landlord shall have no duty to mitigate its damages except to the extent required by Minnesota state statute. 18.7 All obligations of Landlord hereunder will be construed as covenants and not conditions; and all such obligations will be binding upon Landlord only during the period of its possession of the Project and not thereafter. The term "Landlord" shall mean only the owner from time to time of the Project, and in DOCSOPEN\SH155\23PL\833448.v3-10/24/22 13 Page 142 of 183 the event of the transfer by such owner of its interest in the Project, such owner shall thereupon be released and discharged from all covenants and obligations of Landlord hereunder. Notwithstanding any other provision of this Lease, Landlord shall not have any personal liability hereunder, and for any claim against Landlord, Tenant agrees to look solely to the equity or interest then owned by Landlord in the Project. In no event shall any deficiency judgment or any money judgment of any kind be sought or obtained against any Landlord, except to be satisfied from Landlord's interest in the Project as set forth above. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no claim, and hereby waives the right to any claim, against Landlord for damages by reason of any refusal, withholding or delaying by Landlord of any consent or approval, and in such event, Tenant's only remedies shall be an action for specific performance or injunction to enforce any such requirement for consent or approval. 18.8 In the event that Landlord shall have taken possession of the Premises, Landlord shall have the right to use all the furniture, fixtures and equipment at the Premises, including that which is owned by or leased to Tenant, prior to any foreclosure thereon by Landlord or repossession thereof by a landlord thereof or third party having a lien thereon. Landlord shall also have the right to remove from the Premises (without legal process) all or any portion of such furniture, fixtures, equipment and other property located thereon and place same in storage at any premises elected by Landlord, and in such event, Tenant shall be liable to Landlord for costs incurred by Landlord in connection with such removal and storage, together with interest thereon at the Interest Rate. Landlord shall also have the right to relinquish possession of all or any portion of such furniture, fixtures, equipment and other property to any person ("Claimant") claiming to be entitled to possession thereof, without the necessity of making any investigation or inquiry as to the basis upon which Claimant purports to act, and Tenant agrees to indemnify, defend and hold Landlord harmless from all cost, expense, loss, damage and liability incident to Landlord's relinquishment of possession of all or any portion of such furniture, fixtures, equipment or other property. Tenant stipulates and agrees that the rights set forth in this subsection are commercially reasonable. ARTICLE XIX BANKRUPTCY OR INSOLVENCY 19.1 Bankruptcy Event shall be deemed in material breach of Tenant's obligations hereunder and this Lease shall thereupon automatically terminate. Landlord does, in addition, reserve any and all other remedies provided in this Lease or in the law in connection with any Bankruptcy Event. 19.2 No default of this Lease by Tenant, either prior to or subsequent to the happening of any Bankruptcy Event, shall be deemed to have been waived unless expressly done so in writing by Landlord. 19.3 Subject to applicable federal and state law, included within and in addition to any other conditions or obligations imposed upon Tenant or its successor in the event of assumption and/or assignment of this Lease in connection with any Bankruptcy Event are the following: (i) the cure of any monetary defaults and the reimbursement of pecuniary loss within not more than 30 days of assumption and/or assignment; (ii) the deposit of an additional sum equal to 3 months of Base Rent and Additional Rent to be held as security; (iii) the use of the Premises as set forth in Article VIII of this Lease with the quality, quantity and/or lines of merchandise of any goods or services required to be offered for sale unchanged with a covenant of continuous operation by Tenant or its successor; (iv) the reorganized debtor or assignee of such debtor in possession or Tenant's trustee demonstrates in writing that it has retailing experience in shopping centers of comparable size and financial ability to operate a retail establishment out of the Premises in the manner contemplated in this Lease and meets all other reasonable criteria of Landlord as did Tenant upon execution of this Lease; (v) the prior written consent of any mortgagee to which this Lease has been assigned as collateral security; and (vi) the Premises, at all times, remains a single store and no DOCSOPEN\SH155\23PL\833448.v3-10/24/22 14 Page 143 of 183 physical changes of any kind may be made to the Premises unless in compliance with the applicable provisions of this Lease. ARTICLE XX SURRENDER OF PREMISES 20.1 On the last day of the Term, or on the sooner termination thereof, Tenant shall peaceably surrender the Premises in good condition and repair consistent with Tenant's duty to make repairs as herein provided, subject to reasonable wear and tear, and damage by fire or other casualty excepted. On or before the last day of the Term, or the date of sooner termination thereof, Tenant shall, at its sole cost and expense, remove all of its property and trade fixtures and equipment from the Premises, and all property not removed shall be deemed abandoned. Tenant hereby appoints Landlord its agent to remove all property of Tenant not so removed from the Premises upon termination of this Lease and to cause its transportation and storage for Tenant's benefit, all at the sole cost and risk of Tenant, and Landlord shall not be liable for damage, theft, misappropriation or loss thereof, nor shall Landlord be liable in any manner in respect thereto. All modifications, improvements, alterations, additions and fixtures, other than Tenant's trade fixtures and equipment, which have been made or installed by either Landlord or Tenant upon the Premises, shall remain the property of Landlord and shall be surrendered with the Premises as a part thereof. If the Premises shall not be surrendered promptly at the end of the Term or sooner termination thereof, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, claims made by any succeeding tenants founded on such delay and any attorneys' fees resulting therefrom. Tenant shall promptly surrender all keys for the Premises to Landlord at the place then fixed for the payment of Base Rent and shall inform Landlord of combinations on any vaults, locks and safes left on the Premises. 20.2 In the event Tenant remains in possession of the Premises after expiration or sooner termination of this Lease, Tenant shall be deemed to be occupying the Premises without claim of right, and Tenant shall pay Landlord for all costs arising out of loss or liability resulting from delay by Tenant in so surrendering the Premises as above provided and shall pay a charge for each day of occupancy in an amount equal to 150% of the Base Rent and Additional Rent (on a daily basis) payable hereunder immediately prior to the expiration or termination of the term hereof. ARTICLE XXI HAZARDOUS SUBSTANCES 21.1 Tenant shall not allow any Hazardous Substance to be located on the Premises and shall not conduct or authorize the use, generation, transportation, storage, treatment or disposal at the Premises or the Project of any Hazardous Substance other than in quantities incidental to the conduct of the Permitted Use and in compliance with Environmental Laws; provided, however, nothing herein contained shall permit Tenant to allow any so-called "acutely hazardous," "ultra -hazardous," "imminently hazardous chemical substance or mixture" or comparable Hazardous Substance to be located on or about the Premises or the Proj ect. 21.2 If the presence, release, threat of release, placement on or in the Premises or the generation, transportation, storage, treatment or disposal at the Premises of any Hazardous Substance as a result of Tenant's use or occupancy of the Premises (i) gives rise to liability (including, but not limited to, a response action, remedial action or removal action) under Environmental Laws; (ii) causes a significant public health effect; or (iii) pollutes or threatens to pollute the environment, Tenant shall promptly take any and all DOCSOPEN\SH155\23PL\833448.v3-10/24/22 15 Page 144 of 183 remedial and removal action necessary to clean up the Premises and/or the Project and mitigate exposure to liability arising from the Hazardous Substance, whether or not required by law. 21.3 Tenant shall indemnify, defend and hold harmless Landlord from and against all damages, costs, losses, expenses (including, without limitation, actual attorneys' fees and engineering fees) arising from or attributable to (i) the existence of any Hazardous Substance at the Premises and/or the Project as a result of Tenant's use and occupancy of the Premises and (ii) any breach by Tenant of any of its covenants contained in this Article XXI. ARTICLE XXII SUBORDINATION AND ATTORNMENT 22.1 Tenant agrees that this Lease shall be subject and subordinate to any ground lease, sale - leaseback instrument, mortgage, deed of trust, deed to secure debt or other lien presently existing or hereafter created upon the Premises or the Project, and to any amendments, modifications, renewals and extensions thereof, but Tenant agrees that any holder of a ground lease, sale -leaseback instrument, mortgage, deed of trust, deed to secure debt or other lien shall have the right at any time to subordinate such ground lease, mortgage, deed of trust, deed to secure debt or other lien to this Lease. Tenant agrees upon demand to execute such further instruments subordinating this Lease or attorning to any party which succeeds to Landlord's interest in the Project as Landlord may request, provided Landlord provides Tenant with a commercially reasonable non -disturbance agreement from any party demanding such subordination or attornment. This Lease shall be subject to all easements, restrictions and covenants presently existing or hereafter created upon the Project. ARTICLE XXIII NOTICES 23.1 Wherever any notice is required or permitted hereunder, such notice shall be in writing. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered whether actually received or not when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties hereto at the respective addresses set out in Article I above, or at such other addresses as they may have hereafter specified by written notice. Attorneys for Landlord and Tenant are authorized to give notices for and on behalf of such parties. Payments to be made hereunder shall be deemed received only upon actual receipt by the payee. ARTICLE XXIV EXCLUSIVE USE 24.1 Tenant shall be the exclusive food vendor for SandVenture events and rental space. ARTICLE XXV RENEWAL OPTION DOCSOPEN\SH155\23PL\833448.v3-10/24/22 16 Page 145 of 183 25.1 Provided Tenant is open for business and not in default under this Lease and has not assigned or sublet the Premises to another tenant, the Tenant shall have the right to renew the Term for an additional period of five {5} years upon the same terms, covenants and conditions as provided in this Lease. Tenant must exercise its right to renew by notifying Landlord in writing of its election to exercise the right to renew the Term at least six {6} months prior to the expiration of the original term or this right to renew shall be deemed to be waived by Tenant. ARTICLE XXVI MISCELLANEOUS 26.1 Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rental, nor any other provisions contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender. 26.2 All obligations of each party constituting Tenant hereunder shall be the joint and several obligations of each such party. 26.3 The captions used herein are for convenience only and do not limit or amplify the provisions hereof. 26.4 One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. Acceptance of Base Rent or Additional Rent by Landlord after any Event of Default by Tenant shall not be a waiver of such Event of Default; and acceptance of a lesser amount than is due from Tenant shall in all cases constitute a payment on account, and not an accord and satisfaction, notwithstanding any statement to the contrary on any check or other notation. No receipt of money by Landlord from Tenant or any other person after termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises, shall reinstate, continue or extend the Term or affect any such notice, demand or suit, or imply consent for any action for which Landlord's consent is required, unless specifically agreed to in writing by Landlord. Any amounts received by Landlord may be allocated to any specific amounts due from Tenant to Landlord as Landlord determines. 26.5 Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord, including, without limitation, delays in the issuance of permits and approvals. At any time when there is outstanding a mortgage, deed of trust, deed to secure debt or similar security instrument covering Landlord's interest in the Premises, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of trust or similar DOCSOPEN\SH155\23PL\833448.v3-10/24/22 17 Page 146 of 183 security instrument shall have received written notice of such default and a reasonable time for curing such default shall thereafter have elapsed. 26.6 Tenant may peacefully hold and enjoy the Premises, free from disturbance by Landlord or parties claiming under Landlord, subject to the other terms hereof, provided that Tenant pays the Base Rent, Additional Rent and other sums herein required to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained. 26.7 Each party represents and warrants that it has caused or incurred no claim for brokerage commissions or finder's fees in connection with the execution of this Lease other than tenants broker of Kraus Anderson whose fee shall be paid by Landlord, and each party shall defend, indemnify and hold the other harmless against and from all liabilities arising from any such claims caused or incurred by it. 26.8 Tenant agrees that it will from time to time, upon request by Landlord, execute and deliver to Landlord and to any other parties designated by Landlord, within 5 business days after demand therefor, an estoppel certificate in Landlord's form certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), (ii) the amount of rent and the date to which rent is paid, (iii) that there are no defaults hereunder (or specifying any claimed defaults), and (iv) such other matters Landlord shall request. 26.9 The laws of the state of Minnesota shall govern the interpretation, validity, performance and enforcement of this Lease. If any provision of this Lease should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Lease shall not be affected thereby. 26.10 The terms, provisions and covenants contained in this Lease shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives. This provision shall not operate to permit any transfer of Tenant's interest hereunder which is not otherwise permitted by this Lease. 26.11 This Lease is an offer by Tenant, subject to nonacceptance by Landlord, and this Lease shall not be valid or binding on Landlord unless and until this Lease has been accepted by Landlord in writing and a fully executed copy is delivered to both parties hereto. 26.12 This Lease contains the sole agreement between the parties and supersedes, merges, combines and completely integrates any prior understandings or written or oral agreements between the parties respecting the subject matter. No other representations, promises or oral agreements have been made. 26.13 All rights and remedies of Landlord under this Lease or that may be provided by law may be executed by Landlord in its own name, individually, or in the name of its agent, and all legal proceedings for the enforcement of any such rights or remedies, including those set forth in Article XVTIT, may be commenced and prosecuted to final judgment and execution by Landlord in its own name or in the name of its agent. 26.14 Tenant shall permit Landlord (or its designees) to erect, use, maintain, replace and repair pipes, cables, conduits, plumbing, vents and telephone, electric and other wires or other items, in, to and through the Premises, as and to the extent that Landlord may now or hereafter deem necessary or appropriate for the proper operation and maintenance of the Project. 26.15 All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term, including, without DOCSOPEN\SH155\23PL\833448.v3-10/24/22 18 Page 147 of 183 limitation, all payment obligations with respect to SandVenture Aquatic Park costs and expenses and Taxes and all obligations concerning the condition of the Premises. 26.16 Tenant shall furnish to Landlord promptly upon demand a corporate resolution, proof of due authorization of partners or other appropriate documentation reasonably requested by Landlord evidencing the due authorization of Tenant to enter into this Lease. 26.17 Time is of the essence in this Lease. 26.18 Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either Landlord or Tenant against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises and/or any claim for injury or damage 26.19 The following Exhibits are attached to this Lease: A. Definitions. B. Landlord's Work B-1. Site Plan and C. Construction Procedures [Signature page follows] DOCSOPEN\SH155\23PL\833448.v3-10/24/22 19 Page 148 of 183 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written. LANDLORD: TENANT: City of Shakopee, Minnesota Tommy's Old Fashioned Malt Shop, LLC By: By: Brett Geselle Its: Its: Manager DOCSOPEN\SH155\23PL\833448.v3-10/24/22 20 Page 149 of 183 EXHIBIT A Definitions "Act" means the Americans with Disabilities Act, as amended from time to time, and the rules and regulations promulgated thereunder. "Additional Rent" means all charges, sums or amounts (other than Base Rent) permitted to be imposed against Tenant as set forth in this Lease. "Bankruptcy Event" means any Event of Default of the type described in clauses (d), (e) or (f) of Section 18.1 of the Lease. "Commencement Date" means the date of full execution and delivery of this Lease. "Delivery Date" means the date Landlord delivers the Premises to Tenant with Landlord's Work substantially completed and ready for Tenant's Leasehold Improvements. "Event of Default" means the occurrence of any of the events specified in Section 18.1 of the Lease. "Hazardous Substance" means any matter giving rise to liability under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, U.S.C. Section 9601 et seq. (including the so-called "Superfund" amendments thereto), any other applicable federal, state or local statute, law, ordinance, rule or regulation governing or pertaining to any hazardous substances, hazardous wastes, chemicals or other materials, including, without limitation, asbestos, polychlorinated biphenyls, radon, petroleum and any derivative thereof or any common law theory based on nuisance or strict liability (all of the foregoing statutes, laws, ordinances, rules, regulations and common law theories being sometimes hereinafter collectively referred to as "Environmental Laws"). "Hours of Operation" mean, at a minimum, (a) during the period when SandVenture is in operation, every day 11:00 a.m. to 8:00 p.m., at a minimum, (b) during Winter Season (from November 1 until March 30), Thursday through Sunday 11:00 a.m. to 8:00 p.m., and (c) times other than when SandVenture is in operation or Winter Season, Tuesday through Sunday, 11:00 a.m. to 8:00 p.m., all subject to modification by mutual agreement in writing by Landlord and Tenant. "Interest Rate" means an annual rate of interest equal to the lesser of 12% or fine the maximum rate of interest permitted by applicable law. "Landlord's Address" is City of Shakopee, Minnesota 485 Gorman Street Shakopee MN 55379 Attn: William Reynolds "Landlord's Work" means Landlord's construction and installation of the improvements described in Exhibit B. "Leasehold Improvements" means the interior improvements to the Premises to be installed and paid for by Tenant, including without limitation, any internal demising walls or other improvements not included in Landlord's Work. "Lease Year" shall mean, in case of the first Lease Year, that period from the Rent Commencement Date to the first succeeding December 31; thereafter, "Lease Year" shall mean each successive twelve (12) A- 1 CHIDMS1/2571743.2 DOCSOPEN\SH155\23PL\833448.v3-10/24/22 Page 150 of 183 calendar month period following the expiration of the first Lease Year, except that in the event of the termination of this Lease on any day other than on December 31, then the last Lease Year shall be the period from the end of the preceding Lease Year to such date of termination. "Permitted Use" shall mean use as an old-fashioned malt shop and wine and beer sales and directly related uses and no other uses. Speakers on Tenant's patio shall be permitted. Tenant shall submit a menu and pricing to Landlord for Landlord's reasonable approval no less frequently than annually and no modifications to such menu and pricing shall be made except by mutual agreement of Landlord and Tenant. "Premises" shall refer to that certain area consisting of approximately 4,000 square feet of retail and storage area , as generally depicted on the site plan at Exhibit B-1 attached hereto, which shall be attached to SandVenture Aquatic Park. "Project" means the property commonly known as SandVenture Aquatic Park, and all buildings (including without limitation all footings, foundations, systems and fixtures therefor), and other improvements and appurtenances of every kind and description now existing or hereafter erected, constructed or placed upon such property, together with such additions, deletions and other changes as Landlord may from time to time designate for the Project. "Rent Commencement Date" means the earlier of (a) the date that is sixty (60) days after the Delivery Date, and (b) the date Tenant opens for business in the Premises. "Taxes" shall mean all taxes and assessments against the land, buildings or improvements comprising the Project that are levied or assessed by any lawful authority during each calendar year, including without limitation all personal property taxes of Landlord relating to Landlord's personal property located on the Project and used or useful in connection with the operation and maintenance thereof (including, without limitation, any taxes on furniture, fixtures, and equipment), and all other governmental charges, general and special, ordinary and extraordinary, foreseen as well as unforeseen, of any kind and nature whatsoever, or other tax, however described, which is levied or assessed by the United States of America or the state in which the Project is located or any city, municipality or political subdivision thereof, against Landlord or all or any part of the Project and payable during the respective Lease Year (such taxes and assessments being hereinafter called "Taxes"). Taxes shall include, without limitation, any tax or excise on rents, gross receipts tax, transaction privilege tax or other tax, however described, which is levied or assessed by the United States of America, the State in which the Project is located or any city, municipality or political subdivision thereof, against Landlord in respect to the Base Rent, Additional Rent or other charges reserved under this Lease or as a result of Landlord's receipt of such rents or other charges accruing under this Lease; provided, however, Tenant shall have no obligation to pay net income or corporate franchise taxes of Landlord. Taxes for any partial calendar year during the Term shall be prorated, based upon the portion of such calendar year which is within the Term. "Tenant's Address" is 14075 Geselle Drive Shakopee MN 55379 Attention: Brett Geselle, Manager "Tenant's Work" means the construction and installation by Tenant of the Leasehold Improvements, including, but not limited to all kitchen equipment and all final finish of the restaurant. "Term" shall mean that period commencing on the Rent Commencement Date and ending sixty{60} months following the first day of the calendar month immediately following the month containing the Rent Commencement Date (unless the Rent Commencement Date is the first day of a calendar month, in which A-2 CHIDMS1/2571743.2 DOCSOPEN\SH155\23PL\833448.v3-10/24/22 Page 151 of 183 event the Term shall end sixty {60} months following the Rent Commencement Date. Notwithstanding the foregoing, from and after the date of full execution and delivery of this Lease, this Lease shall be in full force and effect, and Tenant shall keep, perform and observe all the terms, covenants, conditions, agreements, indemnities and other promises to be kept, performed and observed by Tenant (other than payment of Base Rent and Additional Rent) prior to the Rent Commencement Date. A - 3 CHIDMS1/2571743.2 DOCSOPEN\SH155\23PL\833448.v3-10/24/22 Page 152 of 183 EXHIBIT B Landlord's Work Landlord's Work shall include and be limited to the following items with respect to the Premises: A. SHELL. Landlord shall construct the basic vanilla shell structure of the building per the plans and drawings attached hereto as Exhibit B-1, as previously approved by Tenant. B. HVAC. Landlord shall install an adequate HVAC system to supply cooling, heating and ventilation air to the Premises, including make-up air systems, but not a hood system, which shall be Tenant's sole responsibility. C. ELECTRICAL/ PLUMBING Landlord shall bring plumbing and 400 amp electrical service to the Premises, not distributed. D. DEMISING WALL. Landlord shall install demising wall to deck including a vapor barrier and caulking of all demising wall penetrations. E. WALLS. All exterior walls shall be sheet rocked, taped and ready to paint. F. FLOORS. Landlord shall provide smooth, unfinished concrete floors throughout. G. CEILINGS. Ceilings shall be open to metal deck with exposed bar joists, duct work and conduit, and ready to paint. H. SPRINKER SYSTEM. Landlord shall provide a sprinkler system for the Tenant's space and distribution piping and heads based upon an open space layout. I. DOORS. Landlord to provide front and rear doors to the Premises. B-1-1 CHIDMS1/2571743.2 DOCSOPEN\SH155\23PL\833448.v3-10/24/22 Page 153 of 183 EXHIBIT B-1 Site Plan and Project Drawings (See attached) B-1-1 CHIDMS1/2571743.2 DOCSOPEN\SH155\23PL\833448.v3-10/24/22 Page 154 of 183 EXHIBIT C Construction Procedures ARTICLE 1.00 GENERAL DESIGN AND CONSTRUCTION CRITERIA 1.01 Tenant is responsible for letting contracts relating to the construction and installation of the Leasehold Improvements, supervision and completion of Tenant's Work and payment therefor, procurement of all permits and permissions related to Tenant's Work, compliance with the requirements of all authorities having jurisdiction and with conditions contained herein, and payment of all fees and charges incurred in connection therewith. Prior to commencing Tenant's Work, Tenant shall furnish to Landlord, for Landlord's prior approval, names and addresses of all contractors and subcontractors who shall perform Tenant's Work, copies of all contracts and subcontracts, copies of all necessary permits, licenses and approvals, and plans and specifications for the Leasehold Improvements. ARTICLE 2.00 TENANT'S DRAWINGS 2.01 On or before , 202_, Tenant shall prepare and furnish to Landlord, at Tenant's cost and expense, in compliance with applicable laws, statutes, ordinances and codes, a complete set of interior store finish working drawings ("Tenant's Drawings") and plans and specifications for Tenant's Improvements. 2.02 After Tenant submits Tenant's Drawings to Landlord, Landlord shall have ten (10) days to approve or disapprove Tenant's Drawings, and in the event Landlord does not approve the same, Landlord shall advise Tenant of Landlord's comments to Tenant's Drawings. In the event Landlord disapproves Tenant's Drawings, Tenant shall incorporate Landlord's comments into Tenant's Drawings within ten (10) days from receipt thereof and resubmit the same to Landlord, who shall have ten (10) days to approve or disapprove the revised Tenant's Drawings. In the event Landlord does not approve the same, the procedures set forth herein shall be followed until such time as Landlord has approved the revised Tenant's Drawings. 2.03 In the event Tenant desires or is required to modify or change Tenant's Drawings after the same have been approved in the manner provided above, Tenant shall submit such modifications or changes to Landlord for review and consideration and the procedures governing approval of Tenant's Drawings shall apply to any such modifications or changes. ARTICLE 3.00 TENANT'S WORK 3.01 At its own expense, Tenant shall construct the Leasehold Improvements in accordance with the approved Tenant's Drawings. 3.02 No construction work shall be undertaken or commenced by Tenant until: 26.9.1 all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord, and 26.9.2 proper provision has been made by Tenant for payment in full of the cost of the work. 3.03 Tenant shall proceed with its work expeditiously, continuously, and efficiently, and shall complete the same 120 days following the Delivery Date. DOCSOPEN\SH155\23PL\833448.v3-10/24/22 C - 1 Page 155 of 183 3.04 Tenant shall ensure that all materials, skill and workmanship in Tenant's Work shall be of uniformly high quality, not less than building standard, and in accordance with the best standards of practice and any governing codes or regulations. All work performed by Tenant shall be in compliance with applicable building and zoning laws, ordinances, regulations and any covenants, conditions or restrictions affecting the Project, and in accordance with good engineering and architectural practice. Further, Tenant shall be responsible for obtaining any required certificate of occupancy for the Premises. 3.05 Tenant Improvement Allowance: Upon completion of Tenant's Work and Tenant opening for business and Tenant providing full lien waivers for such work, Landlord shall provide Tenant with an Allowance of up to One Hundred Thousand and no/100 Dollars ($100,000.00) to compensate Tenant for its buildout and fixturing costs, which amount shall be allowed as a credit against Base Rent as provided in Section 3.1 of this Lease. ARTICLE 4.00 TENANT'S ACCESS FOR COMPLETION OF WORK 4.01 Subject to compliance with applicable laws referred to in Article 3.00, Tenant and its architects, designers, engineers, contractors and workmen employed by Tenant shall have access to and non- exclusive use of the Premises to perform Tenant's Work and such other work approved by Landlord as Tenant may desire. Any such work shall be done by contractors selected by Tenant and approved by Landlord, as aforesaid, provided that there shall be no conflict caused thereby with any union or other contract to which Landlord or Landlord's general contractor may be a party. If Tenant's contractor or subcontractors or trades or workmen cause such conflict, Tenant shall forthwith remove them from the Project. Landlord shall have no responsibility or liability whatsoever with respect to any work or attendant materials left or installed in the Project, and shall be reimbursed by Tenant for any additional costs and expenses of Landlord caused thereby, or resulting directly or indirectly from any delays caused to Landlord or to Landlord's general contractor. Tenant acknowledges that Landlord may be completing work at the Premises or elsewhere in the Project simultaneously with Tenant completing Tenant's Work, and agrees to comply with any reasonable procedures undertaken by Landlord to facilitate such joint work. 4.02 Tenant shall at all times keep the Premises and adjacent areas free from accumulations of waste material or rubbish caused by its suppliers, contractors or workmen. Landlord may require clean- up on a daily basis and reserves the right to do clean-up at the expense of Tenant if Landlord's reasonable requirements in this regard are not complied with. At the completion of the work, Tenant's contractor shall forthwith remove all rubbish and all tools, equipment and surplus materials from and about the Premises and shall leave the Premises clean to the satisfaction of Landlord. This final clean-up shall include the cleaning of light fixtures, windows, entries and public space affected by the work. 4.03 Any damage caused by Tenant's contractor or sub -trades to any work of Tenant's prime contractor to any property of Landlord or other tenants shall be repaired forthwith to the satisfaction of Landlord by Tenant at Tenant's expense. ARTICLE 5.00 INSURANCE; PAYMENT DOCUMENTATION 5.01 Prior to commencement of Tenant's Work, Tenant shall obtain, at its sole expense, and maintain during the performance of Tenant's Work, the following insurance coverages: (i) Workers' compensation insurance covering all persons directly employed by Tenant in connection with Tenant's Work and with respect to which death or injury claims could be asserted against Tenant, Landlord, the Project or any interest therein, with limits not less than as required by applicable laws and regulations, together with employer's liability coverage with limits of not less than $250,000.00 per occurrence; DOCSOPEN\SH155\23PL\833448.v3-10/24/22 C-2 Page 156 of 183 (ii) Commercial general liability insurance with limits of not less than $1,000,000.00 with respect to injury or death to anyone person, $2,000,000.00 with respect to anyone occurrence, and $500,000.00 with respect to property damage arising out of anyone occurrence, which policy(ies) shall (a) name as additional insureds Landlord, its management agent and such other persons as Landlord may designate; (b) be written by insurance companies licensed to do business in the state where the Premises is located and reasonably acceptable to Landlord; (c) provide that such policy(ies) may not be canceled by the insurer without giving Landlord at least thirty (30) days prior written notice; (d) protect and insure Landlord and its management agent on account of any loss or damage arising from injury or death to persons or damage or destruction to property caused by or related to or occurring on (A) the Premises, (B) any act or omission of Tenant, or its respective agents, employees, licensees, invitees or contractors on any portion of the Project, including the Premises, and (C) any breach of Tenant's indemnity obligations hereunder; and (e) include contractual liability coverage insuring the indemnity obligations provided for herein; and (iii) All Risk Builders Risk And Casualty Liability insurance in the full amount of the cost of Tenant's Work. Further, Tenant shall cause Landlord to be named as an additional insured on the "errors and omissions" policy maintained by each of Tenant's architect and engineer written in limits of not less than $1,000,000.00 on a per occurrence basis. Tenant shall defend, indemnify and hold harmless Landlord and its management agent from and against any and all losses, damages, costs (including, without limitation, attorneys' fees and court costs), liabilities, causes of action and settlements arising from or related to or in connection with any work performed by or on behalf of Tenant, including injury to persons or damage to property. Anything herein to the contrary notwithstanding, the obligations of Landlord under this Lease (including, without limitation, Landlord's covenant to perform Landlord's Work), and any covenant, representation, warranty or undertaking made by Landlord in this Lease, shall be deemed to exclude any matter to the extent attributable in whole or in part to (i) architectural, design and/or engineering defects contained in tenant's drawings or non-compliance of the same with applicable building codes and rules and regulations of governmental authorities having jurisdiction thereof and other applicable laws, (ii) errors and/or omissions and/or negligent acts of Tenant's architect and/or engineer and (iii) Tenant's Work or the Leasehold Improvements. 5.02 Tenant shall furnish Landlord with sworn owner's and contractor's statements, contractor's affidavits and partial and [mal waivers of lien, in such form and content as Landlord may require, in order to establish that the cost of all labor, services and materials furnished in connection with Tenant's Work has been paid in full and to keep the Premises and Project tree from all liens and claims. ARTICLE 6.00 MECHANIC'S LIEN 6.01 Tenant shall not suffer or permit any mechanic's lien or other lien to be filed against the Project, or any portion thereof including the Premises, by reason of Tenant's Work. If any such mechanic's lien or other lien shall at any time be filed against the Project, or any portion thereof including the Premises, Tenant shall cause the same to be discharged of record within 30 days after the date of filing the same. If Tenant shall fail to discharge such mechanic's lien or liens or other lien within such period, then, in addition to any other right or remedy of Landlord, after five days prior written notice to Tenant, Landlord may, but shall not be obligated to, discharge the same by paying to the claimant the amount claimed to be due or by procuring the discharge of such lien as to the Project in such manner as is now or may in the future be provided by present or future law for the discharge of such lien as a lien against DOCSOPEN\SH155\23PL\833448.v3-10/24/22 C-3 Page 157 of 183 the Project, or any portion thereof, including the Premises. Any amount paid by Landlord, or the value of any deposit so made by Landlord, together with all costs, fees and expenses in connection therewith (including reasonable attorney's fees of Landlord), together with interest thereon at the Interest Rate, shall be repaid by Tenant to Landlord on demand by Landlord and if unpaid may be treated as Additional Rent. Tenant shall indemnify and defend Landlord against and save Landlord and the Project, or any portion thereof, including the Premises, harmless from all losses, costs, damages, expenses, liabilities, suits, penalties, claims, demands and obligations, including, without limitation, reasonable attorney's fees resulting from the assertion, filing, foreclosure or other legal proceedings with respect to any such mechanic's lien or other lien. DOCSOPEN\SH155\23PL\833448.v3-10/24/22 C-4 Page 158 of 183 9.A. Shakopee City Council March 21, 2023 FROM: Nate Reinhardt, Finance Director TO: Mayor and Council Members Subject: City Bill List Policy/Action Requested: None Recommendation: Informational Only Discussion: These reports reflect the expenditures as recorded for 2023 activity. The following transactions are notable for this reporting cycle: • Kraus Anderson: Building Commercial C.O. Escrow release for 200 4th Ave W. $52,885.97 • Prior Lake -Spring Lake Watershed District: 2023 Cost share for Prior Lake Outlet Channel Memorandum of Agreement. $51,323.00 • Rice Lake Contracting: Estimate Voucher #5, Lift StationL 16 Rehabilitation project. $104,802.10 • Vineland Tree Care: 2023 Ash Tree Removal project. $98,158.25 Included in the check list are various refunds, returns, and pass through. Budget Impact: Operating and capital expenditures within the 2023 budget. ATTACHMENTS: Page 159 of 183 a Council Check Summary a Council Check Register a Bill List Transfers Page 160 of 183 CITY OF SHAKOPEE O F CO J 0 Council Check Summary e actual amount due to data sequencing and/or data selection. Payment amount may not r ai Z 0 O E c c E U O (O (T CO O O T CD M CDN- M N n CO co co O) co Cn 7 (D N N h V O O) h (O N cO N O M M (D I— O) M O) (0 <5 O D) co O V D) CO O V I- (D I� N N M M N V (Y(n co co V N O O (O V CO CO N CD OD h L[) 7 N N o- r— OD 10 O CO V GENERAL FUND FORFEITURE ECONOMIC DEVELOPMENT AUTHORITY RIVER CITY CENTRE 2016AG0 TAX ABATEMENT BOND PARK DEVELOPMENT CAPITAL IMPROVEMENT FUND TIF DIST #18 CANTERBURY COMMON SEWER FUND SURFACE WATER FUND EQUIPMENT I.S. FUND INFO TECH I.S. FUND BUILDING I.S. FUND SELF INSURANCE I.S. FUND SW METRO DRUG TASK FORCE ESCROW FUND O O O O 7 O r O O O CO O O (n O O N CO O V N N OD O O O O N N O M O O O O M CO CO CO CO O O 0 N N N M V V V I� CO CO0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Page 161 of 183 Council Check Register 0 Cr) CA 0 O O OTHER PROF SERVICES CODE ENFORCEMENT 0319.6327 ANIMAL CONTROL PD/CITY 3,000.00 4 PAWS ANIMAL CONTROL 0 O O M EQUIPMENT MAINT SUPPLIES 0421.6240 O O Ln 200.00 A & B AUTO ELEC INC 0 0 O N IMPROVEMENTS/INFRASTRUCTURE SAN19-001 L-16 DEMO 6856.6765 4,080.00 ADVANCED ENGINEERING & ENVIRON 0 O co OPERATING SUPPLIES LLJ uJ LL 0321.6202 VEHICLE GRAPHICS 482.50 ADVANCED GRAPHIX, INC O N CO BUILDING MAINT. COMMUNITY CENTER 0674.6315 224.99 AFFINITY PLUMBING LLC O N OPERATING SUPPLIES SURFACE WATER MANAGEMENT 7731.6202 58.20 AG PARTNERS COOP EQUIPMENT MAINT SUPPLIES w u J 0 0 0311.6240 APPLE FORD OF SHAKOPEE INC EQUIPMENT MAINT SUPPLIES INSPECTION 0331.6240 APPLE FORD OF SHAKOPEE INC 0 01 N 01 M O M O N co d- EQUIPMENT MAINT SUPPLIES w u J 0 0 0311.6240 0 0 APPLE FORD OF SHAKOPEE INC EQUIPMENT RENT SWMDTF - STATE GRANT 8025.6420 M O 00 w 0 APPLE FORD OF SHAKOPEE INC N CO CO EQUIPMENT MAINT SUPPLIES OTHER PROF SERVICES BUILDING MAINT SUPPLIES w w u u Y J J c[ 0 0 < a 0 0- 0311.6327 0621.6230 VD 01 01 CO I- 61 00 N l0 CO OPERATING SUPPLIES OPERATING SUPPLIES w w o u J J 0 0 a 0 O m 0 0311.6202 OPERATING SUPPLIES INFO TECH I.S. FUND 0 a ARROW HARDWARE & PAINT SHAKOPE O Cr, Cr, Cr, O 01 00 M 0 DAMAGE DEPOSIT PARK SERVICES O 00 0 0 REFUND DEPOSIT -LOG CABIN 300.00 ARROYO, SANDRA O O EQUIPMENT MAINT SUPPLIES RECREATION O 00 0 0 O 62.42 ASPEN EQUIPMENT CO BUILDING MAINT. 0621.6315 RPZ WESTMINSTER 1,293.39 ASSOCIATED MECHANICAL CONTR I Page 162 of 183 Council Check Register 0 w CA 3 Total Amount rn M OTHER PROF SERVICES 0 a m 0 CASE 2300 930 225.00 AT & T 0 N N SERVICE AWARDS PERSONNEL -PAYROLL 22.24 AWARDS NETWORK EQUIPMENT MAINTENANCE 0 m 00 0 GATE ON 500 BUILDING 360.00 BARNUM GATE SERVICE INC 0 O 1a ENGINEERING/DESIGN CONSULTANTS ENGINEERING N m 0 0 265.50 BOLTON & MENK INC IMPROVEMENTS/INFRASTRUCTURE SAN24-001 W END LIFT STATION 6889.6765 662.00 BOLTON & MENK INC 0 EQUIPMENT MAINT SUPPLIES LU W 0 0421.6240 O 00 272.10 BOYERTRUCKS 0 n IMPROVEMENTS/INFRASTRUCTURE SAN19-001 L-16 DEMO O N 0111 00 0 812.50 BRAUN INTERTEC 0 aA CO CREDIT CARD FEES INSPECTION O 0 M m 0 40.60 BRIDGEPAY NETWORK SOLUTIONS LL 0 1D w 0 w RIVER CITY CENTRE 2300.6367 3-1-23 RCCTRASH INVOICE 689.26 BUCKINGHAM COMPANIES Lo N CO LA OPERATING SUPPLIES MAINT - FUEL SYSTEM 0456.6202 PROPANE ISLAND PARTS 288.55 CARBURETION & TURBO SYSTEMS WAGES FT REG SWMDTF - STATE GRANT 8025.6003 WAGES FT REG SWMDTF - STATE GRANT 8025.6003 WAGES FT REG SWMDTF - STATE GRANT 8025.6003 M M N N N 0 0 0 N ce LU z cQc W Q G CARVER COUNTY CARVER COUNTY CARVER COUNTY PURCHASE OF SERVICES SWMDTF - FEDERAL FORFEITURES 8828.6282 MOCIC MEMBERSHIP CARVER COUNTY 0 0 0 0 O 0 0 0 W O O O O 0 coon N 01 L!1 L!1 M M M Q Q Q Q Q Q Q Q 00 LU H w H H J Q lJ W W 0 CC J W W CC CC CC ¢ CO CM L J 0_ L.L LL VI— ) L) VI W 00 00 00 Lfl L01 Lf1 Ln Lf1 O O O O O O O O m m m m m m m m LID LO l0 LO lD LO 00 CO M m con 1- 7r w 0 0 0 0 0 0 0 0 NEW CITY HALL #10664951-0 LIBRARY #5230217-1 POLICE STATION FACILITIES #5264811-0 PUBLIC WORKS #5257785-5 ZZZZZZZZ N V) 00 Ln N VI N N LU W W W W W W LU UUUUUUUU > > > > > > > > CC CC CC CC CC CC CC W W W W W W W W Ln VI VI V1 V7 VI N l7 l7 0 00 l7 00 00 C7 K cc cc UJ CL W W W W W W W W z z z z z z z z W W W W W W W W z z z z z z z z a a a Oa a a a a 00 00 00 00 00 00 00 CC F F LU F- z z z z z z z z w w w w w w w w M 00 M 0 0, 0 LID T N O lD lD I� 0 L71 Ln N Lf1 LO Mto 0 0) O O Lo 0 n N N M M fh M N• N 4- O N v PCS bA Page 163 of 183 Council Check Register 0 0 0 K W Q a a a a a a a a a cC c � cC cC a 0 0 0 0 a SANDVENTURE POOL Lf1 Lf1 Ln Ln U l LI1 m m m m m m m L9 LO N N N N N N N w a w w w D w 0 0 0 0 0 0 0 Hiawatha Park #5183273-1 Holmes Park #5204307-2 Lfl O Riverside Fields Park S Bridge Dog Park #10531544- Scenic Heights Park #5182993 Ln Ln Ln dl Westminster Park AQUATIC PARK ICE ARENA 0673.6365 ICE ARENA #10636975-4 COMMUNITY CENTER 0674.6365 PARK SERVICES 0675.6365 YOUTH BUILDING #5170034-2 ZZZZZZZZZZ Ln Ln Ln Ln Ln Ln In Ln w LU w w w w w w LU w > > > > > > > > > > CC CC CC CC CC CC CC CC CC CC w LLJ w LLJ w w w w LLJ w Ln Ln v) Ln In Ln to Ln Ln Ln LY • cC E cC EC D_' co 00 W W W W W W 00 W W Z Z Z Z Z Z Z Z Z Z LU LLJ W LLJ W LU W LU LLJ W z z z z z z z z z z a • 0 0 00 00 00 0 0 0 a CC co CC CC CC CC CC CC CC Ct z z z z z z z z z z W LLJ W LLJ W W W W LLJ W u u u u u u u u u u T VD CO N. 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O CO N r 429.02 LEAGUE OF MN CITIES INSURANCE N 7 OPERATING SUPPLIES 0 a 0621.6202 REPLACEMENT WINDOWS 186.84 LINK LUMBER INC SOFTWARE - ANNUAL FEES PERSONNEL -PAYROLL SOFTWARE - ANNUAL FEES PERSONNEL -PAYROLL SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES V V V VZZZZZZZ V V V Q Q Q Q Q Q Q ZZZZZZZ LL L.L L.L LL LL LL L.L SOFTWARE - ANNUAL FEES PLANNING SOFTWARE - ANNUAL FEES Z z 0 SOFTWARE - ANNUAL FEES ENGINEERING SOFTWARE - ANNUAL FEES ENGINEERING 0 0 0 0 0 0 0 0 0 0 0 0 0 • L9 LSD O L9 LO M M N N Ln Ln In Ln In Ln Ln ▪ 0 O O O O O O O O O O O O O PAYROLL/HR O T a Lu V z z Z LL e-property Web Host Hubble/Insight Special Assessments Fin Special Assessments Ping 25% Ln Special Assessments Engr OPERATING SUPPLIES COMPUTER SERVICES COMPUTER SERVICES COMPUTER SERVICES COMPUTER SERVICES 0 0 0 0 0 Z Z Z Z Z LL LL LL LL LL U ULJUU H H H H H 0 0 0 0 0 z z z z z VPN TOKEN 2023 LOGIS SERVICES NETWORK ASSISTANCE YEARLY NETWORK WELLNESS 2023 LOGIS SERVICES O O CO N NETWORK TOKEN (n Ln V1 Ln VI Ln Ln V1 (n V1 V1 Ln V1 V1 V) Ln V1 Ln O • 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 J J J J J J J J J J J J J J J J J J cr 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 o0 co O O LC) O O O O O O O Ln O O O O O 00 O O M O Ni O I� O V 6V1 O Ni 7i Ln Ln O Ln o0 op Ln Ln O l0 O N n M I, Ln r, N 6 ▪ N ▪ 0 7 N O M 61 N N 7 M O'- N Ni 71= co' r Ni Lf1 s- N 4- 0 00 v bA 0_ Council Check Register 0 0 O 0 W SOFTWARE - ANNUAL FEES INFO TECH I.S. FUND 1,604.00 LOGIS SOFTWARE - ANNUAL FEES INFO TECH I.S. FUND Man Serv-Backups 3,675.00 LOGIS SOFTWARE - ANNUAL FEES 0 1,850.00 LOGIS EQUIPMENT MAINTENANCE EQUIPMENT MAINTENANCE uJ r W LU LU W J J LL LL 0441.6316 12K HOIST REPAIR 571.08 LUBE TECH & PARTNERS, LLC 0441.6316 50K HOIST REPAIR 1,807.02 LUBE TECH & PARTNERS, LLC O CO GARNISHMENT PAYROLL CLEARING 2,678.66 MALKERSON GUNN MARTIN, LLP OTHER PROF SERVICES RECREATION PROGRAMS n )9 0 O 0 ENTERTAINMENT ST PATTYS DAY 150.00 MCNEILL, MARK OTHER PROF SERVICES BUILDING I.S. FUND PUBLIC WORKS ROOF BA21-001, 002; BA22-002 MCPHILLIPS BROS. ROOFING CO OTHER PROF SERVICES BUILDING I.S. FUND BA21-001, 002; BA22-002 MCPHILLIPS BROS. ROOFING CO O 0 0 O 0 O O Lc; lf1 ✓ N N. m N N 0 O O 0, z 0 w J COMMUNITY CENTER 0674.4770 REFUND REGISTRATION 200.00 MEEMKEN, KAYLA 0 0 C.O. CHARGE PAYABLE ESCROW FUND 8040.2370 SH107171 7480 CO RD 101 E 7,952.80 MESENBRINK CONSTRUCTON O O N en METRO SAC CHARGES SANITARY SEWER UTILITY FUND 7100.4723 MET SAC REPORT 56,583.45 METRO COUNCIL ENVIRO SERVICES Y'1 co DENTAL INSURANCE PAYROLL CLEARING N 0 0 10,843.56 METROPOLITAN LIFE INSURANCE CO O N o CO co w 0 0 W 0 J 0 0 DUES MOCIC 200.00 MID -STATES ORGANIZED CRIME INF OPERATING SUPPLIES EQUIPMENT MAINT SUPPLIES OPERATING SUPPLIES w w J J LL a 0 LL O N 7 0 0 WELDING SUPPLIES MINNEAPOLIS OXYGEN CO 0441.6240 WELDING SUPPLIES MINNEAPOLIS OXYGEN CO 0621.6202 TANK RENT MINNEAPOLIS OXYGEN CO 0 0 N u O O 0 N O W M O N 00 N N co OTHER PROF SERVICES W 0 J 0 0 m 0 727.00 MINNESOTA OCCUPATIONAL HEALTH 0 O 1 COMPUTER SERVICES Page 170 of 183 Council Check Register 0 0 O R 0 W Total Amount w l7 0 0 m O N 10,151.14 MINUTEMAN PRESS 0 O OPERATING SUPPLIES 0 a N 0 N O CLOVER SLIDE 1,184.73 MIRACLE RECREATION EQUIP CO CONFERENCE/SCHOOL/TRAINING LLJ uJ LL 0321.6472 178.50 MN FIRE SERVICE CERTIFICATION O h UNION DUES PAYABLE PAYROLL CLEARING N N N 0 1,742.00 MN TEAMSTERS #320 CONFERENCE/SCHOOL/TRAINING LLJ w 0421.6472 MSSA 2023 RENEWAL 100.00 MSSA CC CC > > > > w w w w w w VI VI VI 1.7 l7 l7 C7 l7 l7 Z Z Z Z Z Z ZZZZZZ W W W W W LLIJ 11 U 0 0J 0 11 O O N N m m 0 W 0 0 CLEANING COMPANY MSI CLEANING 0181.6326 MSI CLEANING 0182.6326 MSI CLEANING COMMUNITY CENTER 0674.6326 COMMUNITY CENTER 0674.6326 V V V V V V ZZZZZZ U1 VI U1 VI U1 V1 w w w w w w U U U U U U M CC M CC w w w w w w v) cn LQ n v n J J J J J J DDDDDD O 0 0 0 0 0 O O 0 • 0 0 0 0 0 0 q O0 m a- N a N N v N 0 l0 O I� N N CV N r r0 VI VI VI VI VI w w w w w w w J J J J J J J d 0_ d d d 0_ 0_ LL LL CL CL LL CL LL DDDDDDD V in in VI VI Z Z Z Z Z Z Z ZZZZZZZ w w w w w w w 0_ 0 0 0 cL a 0 o_ _ o_ o_ o_ o_ 0-a0'aaaa°0 w w w w w w w H w w 0 O • 0 a 0 INSPECTION H H H H w w w w H w w w w w d' d' CC a' w U1 U1 U1 V1 LL 0 0 0 0 0 0 o m r rI N 0 N N N N N N N in m 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NE PARTS CO NE PARTS CO 71- 0 a- O in in Y Y NE PARTS CO NE PARTS CO NE PARTS CO NE PARTS CO NE PARTS CO NE PARTS CO OPERATING SUPPLIES COMMUNITY CENTER 0674.6202 SNAP RING PLIERS NE PARTS CO NAPA GENU NAPA GENU NAPA GENU NAPA GENU NAPA GENU NAPA GENU NAPA GENU NAPA GENU NAPA GENU l0 0� 0 U1 CO C m 0 m m o N C • 0 N 0 00 �0 0 m N l0 ▪ O 0 N N m 0 Cal EQUIPMENT MAINT SUPPLIES OPERATING SUPPLIES w ✓ w J W 0 0 0311.6240 NAPA GENUINE PARTS CO 0421.6202 0 0 ut NAPA GENUINE PARTS CO IN 0 N N N 0 0) w 0 0 COMMUNITY CENTER 0674.6480 399.00 NATIONAL INDEPENDENT HEALTH CL 0 M LIFE PAYABLE PAYROLL CLEARING 976.00 NCPERS GROUP LIFE INS Page 171 of 183 Council Check Register 0 0) G Total Amount SOFTWARE - ANNUAL FEES w U J 0 a O m 0 GO EQUIPMENT RENT LLJ uJ LL N N m 671.00 NORTHLAND CAPITAL 0 O Go ATTORNEY PLANNING O m 0 STATE FEES FOR ANNEX 200.00 OFFICE OF ADMINISTRATIVE HEART O 0 O fV OTHER PROF SERVICES w v J 0 a 0311.6327 CASE 23003068 13.30 OLD NATIONAL BANK O cci OPERATING SUPPLIES SEWER MANAGEMENT N 0 N 1,798.53 OLSEN CHAIN & CABLE CO INC CO CONFERENCE/SCHOOL/TRAINING COMMUNITY CENTER 0674.6472 LARRY CPO 375.00 OLYMPIC POOLS INC BUILDING MAINT. BUILDING MAINT. V1 11 m m CO W 00 PW HEATER DOWN OWENS COMPANIES INC BELT AND UNIT TRIPPED OWENS COMPANIES INC O O O O O O N co N O Go OPERATING SUPPLIES COMMUNITY CENTER 0674.6202 CO 2 CONTRACT 195.49 OXYGEN SERVICE COMPANY OPERATING SUPPLIES COMMUNITY CENTER 0674.6202 N 0 U 452.39 OXYGEN SERVICE COMPANY O M csi ATTORNEY PERSONNEL -PAYROLL 0123.6310 173.50 PEMBERTON LAW PLLP 0 Go 1- OFFICE SUPPLIES w 0 J O a 031 1.6210 PAPER FOR POLICE DEPARTMENT 1,580.00 PERFORMANCE OFFICE PAPERS OTHER PROF SERVICES SURFACE WATER MANAGEMENT 7731.6327 NAUMKEAG ST S 1,136.00 PIPE SERVICES EQUIPMENT MAINT SUPPLIES F w 0421.6240 1,826.42 POMPS TIRE OPERATING SUPPLIES RECREATION 0671.6202 191.00 PRAHA DIST WATER TO YOU OPERATING SUPPLIES ICE ARENA 0673.6202 10.00 PRAHA DIST WATER TO YOU N 4- O N b1J (73 CL Page 172 of 183 Council Check Register 0 O Q W Total Amount OTHER PROF SERVICES SURFACE WATER MANAGEMENT m N N 51,323.00 PRIOR LAKE -SPRING LAKE WATERSH SOFTWARE - ANNUAL FEES 7806.6410 2023 SOFTWARE PURCHASE/ MAINTE INFO TECH I.S. FUND AMAG YEARLY MAINTENANCE 2,009.35 PRO -TECH DESIGN M 0 0 TRAVEL/SUBSISTENCE TRAVEL/SUBSISTENCE W W CC CC LL LL 0321.6475 PURRINGTON, BRAD 0321.6475 361.64 PURRINGTON, BRAD 00 N N f\ EQUIPMENT MAINTENANCE 0673.6316 132.50 R&R SPECIALTIES OF WISCONSIN I M INSPECTIONS BUILDING INSPECTION 0333.4275 1,312.50 REDLIN ELECTRIC N M IMPROVEMENTS/INFRASTRUCTURE SAN19-001 L-16 DEMO Ln 0 N Ln co 0 104,802.10 RICE LAKE CONTRACTING O O O 0 TRAVEL/SUBSISTENCE TRAVEL/SUBSISTENCE W W CC CC LL LL 98.33 RILEY,JUSTEN 98.33 RILEY,JUSTEN YOUTH ACTIVITIES COMMUNITY CENTER 0674.4780 WSI REIMBURSEMENT 240.00 SCHLEPER, ABBY 0 N BUILDING MAINT. z W W 0 0673.6315 5,000.00 SCHOENFELDER PAINTING 0 0 O O N BUILDING MAINT. ICE ARENA 0673.6315 5,000.00 SCHOENFELDER RENOVATIONS 0 0 O O Lf1 FINES & FORFEITS - SJPA W 0 J 0 a 00 V m 0 24,835.71 SCOTT CO ATTORNEY OFFICE M 00 N BUILDING MAINT. RIVER CITY CENTRE RCC SALT, LABOR ETC 355.50 SCOTT CO CDA-RIVER CITY CENTRE 0 0 Lei Ln M OTHER PROF SERVICES RIVER CITY CENTRE SHOVELING RCC 471.00 SCOTT CO CDA-RIVER CITY CENTRE OTHER PROF SERVICES RIVER CITY CENTRE 475.50 SCOTT CO CDA-RIVER CITY CENTRE RIVER CITY CENTRE N Ln rn N RCC INSURANCE PREMIUM 5,084.75 SCOTT CO CDA-RIVER CITY CENTRE Page 173 of 183 Council Check Register 0 w CO 0 3 Total Amount 01 0 0 MAYOR & COUNCIL ENGINEERING/DESIGN CONSULTANTS ENGINEERING O N 00 • 0 � V 0 0 SCALE ANNUAL FEE 20,000.00 SCOTT CO TREASURER 8,811.99 SCOTT CO TREASURER ENGINEERING/DESIGN CONSULTANTS ENGINEERING 0411.6312 6,646.95 SCOTT CO TREASURER OTHER PROF SERVICES SWMDTF - STATE GRANT m Lri 0 00 1,268.54 SCOTT CO TREASURER CIF22-003 DOWNTOWN IMPROVEMENT IMPROVEMENTS/INFRASTRUCTURE 5,433.03 SEH INC OPERATING SUPPLIES RECREATION PROGRAMS 0679.6202 SNR LOUNGE COFFEE 45.00 SHAKOPEE BREWHALL EQUIPMENT MAINT SUPPLIES EQUIPMENT MAINT SUPPLIES w Y U- • a 0321.6240 SHAKOPEE CHEV INC 0621.6240 SHAKOPEE CHEV INC O O O O O O • o o 0 cri M OTHER PROF SERVICES M U 0 REPAIRING HIT LIGHT POLES 5,461.01 SHAKOPEE PUBLIC UTILITIES U v Lu w INSPECTION 0331.6362 190.86 SHAKOPEE PUBLIC UTILITIES EV U U 0 0 0 0 U U U U H H w w ct H H H H H H w w w CC CC H H w 0 w < H' a U U U U U U < H < H 0 w w W 00 W ' N O W W W W 00 00 > > 00 00 W 00 00 0 Lu Lu H H 0 0 0 0 w Lu Lu Lu Lu 00 Lu w Lu Lu J J < < < < U U U U U U U U V U U U 0C C 00 C J J J J J J J J J J W W < < m m m m O O 0 0 O O O O O O LL 00 J J J J a a a a a a a a a a LT_ LT_ ON CO O 00 0 LC) 00 00 N V LO 00 N N N N N N V V 00 00 N N O O O O O O O O O O O 0 O O O M M M M M M M M M M M M M M M M LC) V 00 V 0 V 0 O O V V 0 0 V 0 U N N N N CO CO CO 00 N N M M M M M M M M M M M M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 102580002 102580002 N N N N O O O O O O O O O O O O CO CO 00 CO 0 0 0 0 01 01 01 01 01 01 01 01 103264001 0 0 01 01 O Cr) 01 01 O O 0 O O N 0 0 0 0 0 l0 N 0 0 0 01 0 0 0 00 01 LID 0 0 l0 0 0 0 N N l0 CO 01 01 I, 01 01 (0 O1 M O O M M I, M M M N O 01 01 01 O 01 01 01 O 01 01 01 01 01 01 102971002 O O O O O O O O O 0 O O O O O O O O U UULJUUUUUUUUUULJUUU H H H H H H H F H H H H H H H H H J J J J J J J J J J J J J J J J J J H H H H H H H H H H H H H H H H H H V U U U V U V V U 0 UUUUUUUU J J J J J J J J J J J J J J J J J J DDDDDDDDDDDDDDDDDDCO CO 02 CO CO CO CO 02 CO CO 02 CO 02 CO 02 CO CO CO a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 2 2 2 2 2 2 M 2 M 2 2 2 2 M 2 M 2 to 01 v1 L N M M to to VI M Ln M Ln to 0 to M CO l0 H lO 0 L!1 o O o 0 00 0 00 N N H • M N L11 N 0 Cr) 00 O 0 0 0 N O N N ▪ ul • N O 00 01 01 01 00 l0 (0 l0 01 M l0 00 01 lf1 00 M O ✓ 01 00 Ih N N O 00 lfl 00 N O1 N 01 N N N N N 4- O m v a° Page 174 of 183 Council Check Register 0 0 O E C0 O v U V U v U U U U U U V U U V U U U U U U U U U O U V U V U U U U U U V H cc cc cc cc cc cc ct c[ U H U U U U U U U U U U U H H U O D U H U U H O D U U U U U U U U U H LLJU < < < < 0 0 ▪ w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w W > 00 00 00 lV/1 W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W LLJ LLJ LLJ LLJ LLJ LU LLJ LLJ LLJ CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC IY CC CC CC Ct HHHHHHHHHHHH HHHHHHHHHHHHHHHHHHHH LL L.L LL LL LL LL LL LL 00 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 U1 V1 U1 V1 V1 V1 V1 V1 U1 V1 V1 V1 U1 V1 U1 V1 V1 V1 V1 U1 V1 V) V1 H H H H H H H H H H H H H H H H H H H H H H H H H H H H H H H H H H H w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w V V V V O O CO 00 N N N N N NI NI N NI N N N N N N N N N NI N N N N N N N N N N N N N NI NI NI O O O O O ▪ O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O n1 cn rn m rc1 m m m m m m m ['n m m m rn cn rc1 m 01 01 01 fn m CO M m (+1 m rc1 cn M M 01 cn m m fn cn m m m cn O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N N NI NI N N N NI NI NI NI N N NI N N N N N N N CAN N N N N N N N N N N N N N N N N N N N N N m m m m m m m v 0(0 0 0 0 0 0 0 0) 0 0 v v 0 0(0 0 0 0 0 0 0 0 v v 0 0 0 0 0 0 0 0 0 0 0 0 (0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 102971003 N O 0 O O O O 0 O O V1 N 0 dr M 01 0 N 01 O O 01 01 01 01 102971002 E O O O 01 ▪ N 01 0 102971002 100395001 0 0 0 0 O 0 O 00 H V1 M O V1 O 0 O O 102033001 00 0 0 01 N N V 00 N N O O 103067001 0000 O O O O O 0 N N V1 N V1 O 0 l0 N M • V1 N M 0 V1 V1 O 0 O 0 0 133402001 133402002 133402003 133402004 134476002 134476003 N 4- 0 N b0 Page 175 of 183 N d' V1 O N 00 00 M N 00 V1 O O O 0 O O O O O O N N M M M d- d- O 0 0 0 0 0 0 0 0 0 O 0 O 0 0 0 M 0 CO O O O O O O O O O O O 0 W 00 V1 Vl V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 Vl 0 OIMMOIMMCOMMMMOICO 01 01 01 01 01 01 01 01 01 01 01 O 01 01 01 01 01 01 01 01 O 01 01 01 01 01 01 01 01 01 01 01 O • 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N r O ONNNO 0 0 0 0 0 00 O O 0 Vl Ln 0 7 M M M MN 0, 0, 0 0, 0 0, 0 0 0, 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 V V V V V V V V V V V V V V V V V V V V V V F F F F F F J J J J J J J J J J J J J J J J J J J J J J J FFFFFFFFFFFFF H H F H F H H H H F V V V V V V V V V V V V V V V V V V V V V V V J J J J J J J J J J J J J J J J J J J J J J J CO CO m CO 02 02 CO CO CO 07 00 CO CO CO CO CO 02 CO CO 02 CO m m 0_ LL w LL w 0_ w 0_ LL w LL 0 0_ CL 0_ LL w LL w LL w LL LL w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w CL CL 0_ CL 0_ CL CL 0 w 0_ 0_ a a a 0_ w 0_ a 0_ a CL 0_ w 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 2 2 2 M 2 M 2 2 2 2 M 2 M 2 2 2 2 M 2 M 2 2 2 Ln V) Ln Ln Ln Ln N 0 0 Ln to to 0 to to Ln 0 to to M Ln 0 M 0, 00 00 L0 00 N co Ln L!1 N N M N 0M O N (0 L0 O 0 N N CO M N 0 N M 1- 0 0, O W 1- N N CO lP r 0 N.q Ln o0 00 00 LO N 00 L0 Lfl N L0 M M V r l0 M Ln 00 O M M 00 0 M N 0 LnL0 00 00 00 00 00 M N M OTHER PROF SERVICES PERSONNEL -PAYROLL LO Cri PRE -EMPLOYMENT EXAM 153.00 SHARP REES-STEALY MED GROUP O O N BUILDING MAINT SUPPLIES cc a SOUTHBRIDGE BATHROOM -GRAFFITI 0621.6230 110.56 SHERWIN WILLIAMS CO O N BUILDING MAINT SUPPLIES a PARK BATHROOMS 190.05 SHERWIN WILLIAMS CO SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES SOFTWARE - ANNUAL FEES 00000 Z Z Z Z Z DDDDD LL LL u u u Lri Lri Lri Lri vi UUUUU H H H H H 0 0 0 0 0 z z z z z H H H H H Z Z Z z Z w w w w w Q Q Q Q Q 2 2 2 2 2 V V V VCC CC CC CC CC DDDDD 0_ o_ 0_ 0 a w w w W w CC CC CC CC CC Q Q Q Q Q L.L LL LL LL 00 0 0 0 0 0 V1 V1 Ln L/1 !n M M M M M N N N N N O O 0 O O N N N N N 7806.6410 MICROSOFT LICENSING O O 1- 0 O Lc; LD O O 00 00 N N MICROSOFT LICENSING MICROSOFT LICENSING 7806.6410 MICROSOFT LICENSING O Lo Lci O 00 N YEARLY MS ENTERPRISE AGREEMENT 0_ 0_ 0 0 d CC CC D0 (0 C< 00000 UUUUU Q a Q Q Q 00000 z z z z z CC CC IX CC CC w w w w w z z z z z 2 2 2 2 2 Ln to Ln Ln Ln o O O N O N M M N 00 O Lfl Ln O 0 O Lfl 01 L0 6 O N OTHER PROF SERVICES PERSONNEL - PAYROLL 5.91 SHRED RIGHT - A ROHN INDUSTRI OTHER PROF SERVICES RECORDS IMAGING 0134.6327 5.91 SHRED RIGHT - A ROHN INDUSTRI OTHER PROF SERVICES v Z z z N 00 L0 5.91 SHRED RIGHT - A ROHN INDUSTRI N 4- 0 N N b0 Page 178 of 183 O Council Check Register 0 Total Amount CO 0 J 0 0 LU LLJ J LL m 7 SHOP TOOLS 208.70 SNAP ON TOOLS CORP PRINTING/PUBLISHING uJ Lu 145.92 SOUTHWEST NEWS MEDIA PRINTING/PUBLISHING PLANNING 0171.6336 245.76 SOUTHWEST NEWS MEDIA CO M IMPROVEMENTS/INFRASTRUCTURE CIF19-004-11 UNBRIDLED AVENUE 6880.6765 746.46 SRF CONSULTING GROUP INC v n IMPROVEMENTS/INFRASTRUCTURE PR21-005 WINDERMERE BLUFF PARK 6909.6765 11,341.51 SRF CONSULTING GROUP INC IMPROVEMENTS/INFRASTRUCTURE CIF23-016 TRAFFIC SIGNAL 6942.6765 10,760.37 SRF CONSULTING GROUP INC IMPROVEMENTS/INFRASTRUCTURE CIF20-014.10 12TH AVE DRIVEWAY 6897.6765 7,153.74 SRF CONSULTING GROUP INC IMPROVEMENTS/INFRASTRUCTURE CIF20-014.10 12TH AVE DRIVEWAY 0 N 00 00 0 592.95 SRF CONSULTING GROUP INC v co N w Z J 0 0 GENERAL FUND 5,185.78 STAPLES OIL CO J LLJ 0 W GENERAL FUND 7,702.98 STAPLES OIL CO h m co N GENERAL FUND J LLJ W 0 GENERAL FUND 0 0 O O 0 O 0 0 5,368.56 STAPLES OIL CO 6,226.10 STAPLES OIL CO b WI EQUIPMENT MAINT SUPPLIES 0421.6240 TERMINAL SUPPLY CO EQUIPMENT MAINT SUPPLIES 0621.6240 TERMINAL SUPPLY CO EQUIPMENT MAINT SUPPLIES SEWER MANAGEMENT 0 N N TERMINAL SUPPLY CO EQUIPMENT MAINT SUPPLIES SURFACE WATER MANAGEMENT 7731.6240 TERMINAL SUPPLY CO SOFTWARE - ANNUAL FEES W 0 0 a 0 m 0 CLEAR FOR POLICE DEPT. 625.26 THOMSON WEST EQUIPMENT MAINT SUPPLIES EQUIPMENT MAINT SUPPLIES EQUIPMENT MAINT SUPPLIES w w w LC CC CC 0 0 0421.6240 00 TITAN MACHINERY 0 N 0 0 SK1095 LOADER TITAN MACHINERY 0421.6240 TITAN MACHINERY to 0 O 0 N o 0 00 vi o0 0 00 N 0 COlc N m EQUIPMENT MAINT SUPPLIES F LLJ 1- 0 0421.6240 SK1158LOADER 490.00 TITAN MACHINERY 0 v OTHER PROF SERVICES a 0621.6327 845.88 TREASURE ENTERPRISE, INC N 4- 0 00 N bA Page 179 of 183 Council Check Register 0 w CO 0 O 0 W Total Amount o co V 00 OPERATING SUPPLIES w J 0 0 N 0 NARCAN FOR KITS FOR OVERDOSES 950.00 TRUAX PATIENT SERVICES 0 0 0) SOFTWARE - ANNUAL FEES 7806.6410 2023 SOFTWARE PURCHASE/ MAINTE INFO TECH I.S. FUND MARCH SIEM AND SOC 1,121.00 TRUE NORTH CONSULTING GROUP 0 0 N OPERATING SUPPLIES COMMUNITY CENTER 0674.6202 GYM WIPES 1,129.79 ULINE rn N MATERIALS POTHOLE REPAIRS - WINTER MIX 884.00 UNIQUE PAVING MATERIALS 0 0 C▪ O CO FISCAL AGENT FEES 2016A GO TAX ABATEMENT BOND 3044.6860 500.00 US BANK TRUST N A w w w w 17 (3 l7 C7 Q Q Q Q H H H H Ln cn O 0 0 0 a CL CL a COMMUNICATIONS 0125.6332 COMMS HALF OF LABEL POSTAGE US POSTMASTER COMMUNICATIONS COMMS HALF HTM POSTAGE SPRING US POSTMASTER RECREATION 0671.6332 P&R HALF OF LABEL POSTAGE US POSTMASTER RECREATION 0671.6332 P&R HALF HTM POSTAGE SPRING US POSTMASTER 00 0 0 o v O O In r W Ir O • M • M OTHER PROF SERVICES ENGINEERING M O 0 53.50 VERIFIED CREDENTIALS LLC 0 LM SOFTWARE - ANNUAL FEES w 0 J 0 0 TRANSCRIPTION SOFTWARE 1,415.00 VERITONE INC OTHER PROF SERVICES ADMINISTRATION OTHER PROF SERVICES INFORMATION TECHNOLOGY 0126.6327 OTHER PROF SERVICES EQUIPMENT MAINT SUPPLIES Ln VI Ln Ln Ln VI Ln Ln Ln w w w w w w w w w w OTHER PROF SERV OTHER PROF SERV OTHER PROF SERV INSPECTION OTHER PROF SERV ENGINEERING OTHER PROF SERV OTHER PROF SERV OTHER PROF SERV H w H w WCC LLJ CC H J 0 VI W a OTHER PROF SERV RECREATION OTHER PROF SERV SEWER MANAGEMENT OTHER PROF SERV SURFACE WATER MANAGEMENT 0 O NNN 0 n n n n n n N N N N N N N N N N N M N M M M M M M M M M M 00 LID LO LO 0 O O (0 0 0 0 0 0 0 0 0 0 0 ▪ 0- N DAMAGED CONTROL BOX - REPLACE H H H H H H H H H H H H H H w w w w w w w w w w w w w w w w w w w w LU w w w w w w LU J J J J J J J J J J J J J J u_ Ll LL w LL LL LL LL Ll LL w LL LL LL 0 0 0 0 0J 0J 0 LJJ 0J 0 0 0 0 0 w w w w w w w w w w w w w w Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 LJ lJ lJ CJ lJ V 0 lJ lJ lJ 0 lJ lJ z z z z z z z z z z z z z z O 0 0 0 0 0 0 0 0 0 0 0 0 0 NNJNNJNNNNNNNNNN Y Y Y 0 Y 00 EL Y Y Y 0 00 Y 00 w w w w w w w w w w w w w w > > > > > > > > > > > > > > 0 0 0 L0 0 N 00 00 0- N Cs, 0 Lc) W Ln o 0 N O 00 Ln 00 CO M N N 00 N wi W 00 O O V LO Ni Lfl M n W Lfl O M a Ln Ln 0 M 00 Cr, M Ln 0 M 00 Ln M d- Page 180 of 183 Council Check Register 0 Total Amount TELEPHONE ADMINISTRATION TELEPHONE COMMUNICATIONS TELEPHONE INFORMATION TECHNOLOGY COMPUTER ACCESS INFORMATION TECHNOLOGY TELEPHONE Lu F w w w w w w w w w w w U U U U U 0J 0 0 U 0 0 0 0 0 0 0 L) W W W W W W l_1 J J J J J J J J J J J W W W W N 0 0 0 0- N Q 0 0 0 0 0 0 0 0 0 0 0 cc U CC 1 z z z z z z LL w W w a LL a W LL a w a LL LL LL LL TELEPHONE TELEPHONE TELEPHONE TELEPHONE TELEPHONE TELEPHONE TELEPHONE COMPUTER ACCESS COMPUTER ACCESS COMPUTER ACCESS COMPUTER ACCESS TELEPHONE COMPUTER ACCESS COMPUTER ACCESS COMPUTER ACCESS TELEPHONE TELEPHONE COMPUTER ACCESS COMPUTER ACCESS COMPUTER ACCESS COMPUTER ACCESS ZZZZZZ 0 0 0 0 0 0 TELEPHONE ENGINEERING TELEPHONE ENGINEERING COMPUTER ACCESS ENGINEERING COMPUTER ACCESS ENGINEERING m m m m m M m m M M m m m m m m m M M M M m m m m M m M m m m Mm m M m m m M m m m m M m M M m M M 01 m m m m m m m M m l4 O lfl O lfl O lfl LD lfl 1p LO lfl lfl O O LO lfl lfl lfl LD lfl lfl lfl O LC) L0 lfl lfl Lfl lO N N N N N N N N N M M M m C1 M m m 01 m r n C1 m M m M m M 01 M rv1 01 01 M m R1 m • . • v 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Communications 4G Sim Card 4G Sim Card Crime Prevention Victim & Crime Coord 4G Sim Card 0 0 0 Park Camera 4G Sim Card Data card IP Gtec Building Inspector 0 0 0 0 0 4G Sim Card Camara Data Card Engineering Intern 4G Sim Card Darin Manning Eng !pad Ryan B COMPUTER ACCESS TELEPHONE TELEPHONE TELEPHONE TELEPHONE TELEPHONE TELEPHONE TELEPHONE TELEPHONE COMPUTER ACCESS H w w w w H H Y Y Y W W W W W W d' CC CC CC W W (Y (Y CC CC in in 01 inLL LL LL a a 0419.6339 COMPUTER ACCESS SAN DVENTU RE POOL 0 � 71- a) a) m M M M M M M M M M M M M M M M M M M M LC) LD lD lD N 1- 1 0 0 0 0 t0D 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Ln N d- d v v v 0_ 0 N U i) 0) 0 O Y 0 ra s r) rp CCw 01 V1 01 V1 V1 LL w Nat Resources data card Cradle Point COMPUTER ACCESS SAN DVENTU RE POOL 0672.6339 ul V1 U1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 VI V7 V7 V7 V1 V1 V1 V1 V1 VI V1 V1 V) V7 VI V1 VI V1 V1 V1 V1 VI V1 VI V1 V7 V1 V1 VI V1 V1 V1 V1 V1 V1 Vl V7 W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC CC Ct CC CC CC CC CC CC CC CC CC CL CC CC CC z z z z z z z z z z z Z z z z z z z z z z z Z z z z z z z z z z z z Z z Z z z z z z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N CC CC CC CC CC O K O CC K CC CC CC CC CC CC CC CC CC O CC CC CC CC CC CC CC CC CC CC CC CY CC 00 00 00 00 00 CC CC 00 00 W W W W w W w W W W W w W w W W W W w W w W W W W w W w W W W W w W w W W W W w W w > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > 0 00 lD W V1 N Lc) Lrl N I� N d- o to d- d- 00 0 d d- l0 d- O M O N 077 Vl N O O O O co O O -q Ni O O O O .q V1 O O O N N N 0 O 0 co M O Ni O 61 Ni O O Vl O Ni O O O M O O O O t0 Lc) Vl Vl �0 N V) i0 V) Vl O O O O lNM M N l0 N M M N N 4- 0 O N N b0 Council Check Register GI 3CO U V Q 3 E 0 TELEPHONE COMMUNITY CENTER 0674.6334 TELEPHONE COMMUNITY CENTER 0674.6334 COMPUTER ACCESS COMMUNITY CENTER 0674.6339 Street Display Sigh COMPUTER ACCESS DWI FORFEITURE COMPUTER ACCESS DWI FORFEITURE TELEPHONE EDA MANAGEMENT TELEPHONE SEWER MANAGEMENT TELEPHONE SEWER MANAGEMENT COMPUTER ACCESS SEWER MANAGEMENT TELEPHONE SURFACE WATER MANAGEMENT COMPUTER ACCESS SURFACE WATER MANAGEMENT COMPUTER ACCESS SURFACE WATER MANAGEMENT 00 Cl 0 al CS MMMMMMM rn M M M m M M M fn r+1 fn k N N O) M rn M N r` N N N N N N N N h N N N N 4G Sim Card Community Development Sewer 450 Pws !pad Storm Todd S OTHER PROF SERVICES SWMDTF - STATE GRANT 8025.6327 V) V1 V1 V1 U1 V1 V1 V1 V1 V1 V1 V1 V1 V) V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 V1 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 W W W W W W W W W W W W W CC CC CC CC CC CC CC CC CC CC CC CC CC Z Z z z z z z z z z z z Z 0 0 0 0 0 0 0 0 0 0 0 0 0 NJ NJ N N N NJ N NJ NJ N NJ N NJ c cC cC 12C c ct cC cC cC W W W W W W W W W W W W W > > > > > > > > > > > > > M M N 0 0 o 0 o M 00 lri O 01 V1 vi Vi lri M , M M M N Lel OTHER PROF SERVICES NATURAL RESOURCES 0661.6327 ASH TREE REMOVAL 5,300.00 VINELAND TREE CARE 0 O M N OTHER PROF SERVICES NATURAL RESOURCES 0661.6327 ASH TREE REMOVAL 98,158.25 VINELAND TREE CARE N CO 06. CI TRAVEL/SUBSISTENCE BUILDING INSPECTION 0333.6475 35.96 VOIGT, JASON IMPROVEMENTS/INFRASTRUCTURE SAN21-001 MARAS/HANSON UTILITY WSB & ASSOC INC ENGINEERING/DESIGN CONSULTANTS SURFACE WATER MANAGEMENT 7731.6312 WSB & ASSOC INC ti N Go 0421.6362 101 ST/TRAFFIC LIGHT/SIGN 538.80 XCEL ENERGY co M N GRAND TOTAL Page 182 of 183 Funds transferred electronically February 22, 2023 to March 7, 2023 PAYROLL $437,416.26 FIT/FICA $116,536.87 STATE INCOME TAX $25,851.58 PERA $120,717.36 HEALTH CARE SAVINGS PLAN $35,840.36 HEALTH SAVINGS ACCT $15,411.59 NATIONWIDE DEF COMP $14,101.85 MISSION SQUARE $3,283.36 MSRS $7,454.71 JOHN HANCOCK $3,002.42 Tax Levy (MN Revenue) $0.00 Child Support $297.18 ALERUS $731.86 Medica $175,163.21 AFLAC $5,653.76 NIS $0.00 Total $961,462.37 Page 183 of 183