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2022-08-16 CC Agenda Packet
Zoom Meeting Participant ID: 419188 You are viewing Conference Room 213's screen View Options X GOV ® Rec Join Audio City Clerk Beth Wolf Stillwater AV Conference Room 213 ii View City Hall presen... City Hall presentations 0 04111111 11 • General Fund Unallocated 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance $700,000 Retirees Health Insurance $195,100 Services and Charges $5,000 DARTS Bus Loop $665,000 $665,000 -$35,000 $195,100 $195,100 $0 $5,000 $5,000 $0 $5,000 WaCo Historical Society $7,500 $5,000 $0 $16,000 Community Thread $16,000 $16,000 $0 $11,000 Youth Service Bureau $11,500 $11,500 $500 $18,000 Wellness Program $18,000 $18,000 $0 $147,100 $1 097 200 Miscellaneous Total Unallocated 2023 Budget Impacts $47,100 $47,100-$100,000 Retiree Health Insurance cost reduction — Medicare supplement program (5.1% of levy vs. 6% in 2022) Maintain level funding for community agencies City of Stillwater $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 so illlwal r Operating Expenditures I I 2022 Adopted 2023 Requested 2023 Proposed • Miscellaneous ■ Services and Charges • Retiree Heolth Insurance Start Video Security •• 5 dlbs Participants Share Screen Reactions 0 of Apps ... More Participants (5) (Host, me, participant ID:419188) 0 Conference Room 213 0 g Stillwater AV G Jed Kylander . City Hall presentations Invite Mute All a » Type here to search • w] 4:26 PM 8/16/2022 Zoom Meeting Participant ID: 419188 X IT1 Join Audio Rose Holman City Clerk Beth Wolf Rose Holman City Hall presen... Jed Kylander City Hall presentations Jed Kylander Tim Gladhill SSMN/Greater Stillwater GBD Jon Bender Start Video » Type here to search Security Larry Odebrecht Larry Odebrecht Kelsey Depew i Kelsey Depew Share Screen Reactions Participants (10) C2 Find a participant (Host, me, participant ID:419188) 0 CMRose Holman (Co -host) 0 el Stillwater AV G D 113 Jed Kylander CP Jon Bender 03 Kelsey Depew InLarry Odebrecht r g SSMN/Greater Stillwater GBD CID City Hall presentations Tim Gladhill Invite Mute All 7:10 PM ©x 8/16/2022 Climate Action Planning Increased success in the City of Stillwater Co-Benefits: What are they? May translate financially May not have cash value Disaster Preparedness Job Creation Public Health Improvements Resource Security Economic Greening Resource Efficiency Improvements ★Carbon and other greenhouse gases ★Wastes and emissions ★Toxics in the environment ★Resource and land-use inefficiency ★Human health impacts ★Ecological degradation ★Economic disparity Overall benefits to resource efficiency improvements are reductions to: Ecosystem and Biodiversity Preservation Increased Sustainable Behaviors What can we do to reduce Greenhouse Gas (GHG) emissions? What can we do to minimize and decrease the negative impacts of climate change? Mitigation Adaptation Two strategies to organize action https://www.unep.org/explore-topics/climate-action/ what-we-do/mitigation Baseline GHG Assessment Windsor Canada What are we asking of Stillwater? A.Hire an expert for the Climate Vulnerability Assessment and Baseline GHG Assessment in 2023 and complete the full CAP process. OR B.Include the same in your 2023 work plan and budget CONTINGENT on adding 1 or 2 neighboring communities who will share the cost. Conclusion ★CAP begins with foundational research about Stillwater ★Can be done as one city or in partnership with surrounding communities and water quality organizations ★Time commitment - 6 months to 1.5 years ★Rough cost estimate: Ranging from $70,000-$100,000 ★We can start implementing energy, water and air quality improvements simultaneously as smart technologies become available. Thank you! Any questions? 216 4th Street N, Stillwater, MN 55082 651-430-8800 www.ci.stillwater.mn.us NOTE: Public can participate in person at City Hall, online at www.zoomgov.com or call 1-646-828-7666 and enter the meeting ID number: 161 843 8759 or watch live on the city website or on local Channel 16. Public comments can be emailed to stillwater@ci.stillwater.mn.us REVISED AGENDA CITY COUNCIL MEETING August 16, 2022 SPECIAL MEETING 3:30 P.M. I. CALL TO ORDER II. ROLL CALL III. OTHER BUSINESS 1. 2023 Proposed Budget Workshop IV. RECESS REGULAR MEETING 7:00 P.M. V. CALL TO ORDER VI. ROLL CALL VII. PLEDGE OF ALLEGIANCE VIII. RECOGNITIONS OR PRESENTATIONS 2. City Council Service Award to Tevera Company 3. Stillwater Human Rights Award - Resolution 4. Sustainable Stillwater Climate Action Plan IX. OPEN FORUM – open forum allows the public to address Council on subjects which are not a part of the meeting. Council may take action, reply or give direction to staff. Please limit your comments to 5 minutes or less. X. STAFF REPORTS 5. Public Works Director 6. Police Chief 7. Fire Chief 8. Finance Director 9. Community Development Director 10. City Clerk 11. City Attorney 12. City Administrator XI. CONSENT AGENDA – these items are considered routine and will be enacted by one motion with no discussion. Anyone may request an item to be removed from the consent agenda and considered separately. 13. July 19, 2022 regular meeting minutes 14. July 26, 2022 closed session and regular meeting minutes 15. Payment of Bills 16. Encroachment Agreement for 1225 Pine Street West 17. Flexible Work Arrangement Policy Renewal – Resolution 18. Hauler’s Rolloff License for T & T Disposal LLC 19. Revised Parking Services Contract with Passport Labs Inc. 20. Short Term Home Rental License for 918 Harriet St S and 411 Pine Tree Trail 21. TIF #9 Replacement of Taxable Tax Increment Revenue Notes and Authorizing a Termination of Remarketing Agreement – Resolution Page 2 of 2 City Council Meeting Agenda August 16, 2022 22. Utility Billing Adjustment Ordinance Amendment – Ordinance 2nd Reading 23. Amendment to Agreement with BerryDunn for Organization Study of Police Department XII. PUBLIC HEARINGS – when addressing Council please limit your comments to 10 minutes or less. 24. Case 2022-47 to consider amending City Ordinance Section 31-315 and 31-325 to establish appropriate locations for massage establishments in the City of Stillwater. Notice published in the Stillwater Gazette on July 15 and August 5, 2022 – Ordinance 1st Reading 25. Amend City Code Section 31-315 and Section 31-325 to update allowable uses in the City Ordinance to become consistent with recently adopted short-term housing rental regulation amendments. Notice published in the Stillwater Gazette on July 15 and August 5, 2022 – Ordinance 1st Reading 26. Case 2022-48 to consider amending Chapter 31 of the City Ordinance to establish regulations and performance standards for medical cannabis, cannabidiol (CBD) products and hemp growing. Notice published in the Stillwater Gazette on July 15 and August 5, 2022 – Ordinance 1st Reading XIII. UNFINISHED BUSINESS XIV. NEW BUSINESS 27. CBD Retail Establishment License Ordinance – Ordinance 1st Reading 28. 2023 Street Improvement Project Order Feasibility Report – Resolution 29. Bridge Jumping Ordinance – Ordinance 1st Reading 30. Downtown Manhole Rehabilitation Project Reapprove Plans and Specifications and Authorize to Bid – Resolution 31. Downtown Public Sidewalk Use Policy XV. COUNCIL REQUEST ITEMS XVI. ADJOURNMENT Page 1 CITY OF STILLWATER LIST OF BILLS 1ST Line/Leewes Ventures LLC Snacks for concessions 547.50 292 Design Group Stillwater St. Croix Valley Study 2,200.00 Ace Hardware Supplies 195.56 Action Rental Inc. Mixing trailer & concrete 295.00 Adam's Pest Control Pest control 170.00 Advance Auto Parts Equipment repair supplies 1,291.78 Alchemy Sound & Vision Sound System Project 49,999.99 American Test Center Test & inspection 1,415.00 AT&T Mobility 6813 FirstNet Locater 38.23 AutoNation Equipment repair supplies 230.48 Battery I 1st US Artillery Cannon demo on the levee July 4th 2,450.00 Beehive Industries LLC Water meters 1,800.00 BlueCross BlueShield Group Medicare Retiree Health Insurance 13,830.00 BlueCross BlueShield of MN Inc. Retiree Health Insurance 18,327.00 Bolton & Menk Inc. St. Croix River Structure & Mid Oaks 8,107.00 Boyer Trucks - Lauderdale Equipment repair charges 2,933.61 Canteen Refreshment Services Concession supplies 624.00 Carey Daniel Reimburse for Work Boots 183.04 CDW Government Inc. EcoStruxure 927.16 Cintas Corp - Medical First Aid Supplies 223.64 Cintas Corporation Uniforms & towels 942.53 CivicPlus AudioEye Enterprise for CivicRec 3,800.91 CLIMB Theatre Environmental play 5,000.00 Coca-Cola Distribution Beverages for concessions 344.20 Computer Integration Technologies IS Developer 185.00 Core & Main Driveway covers 1,200.00 Corval Constructors Equipment repair 380.00 Cub Foods Grocery 213.91 Dalco Supplies 531.84 ECM Publishers Publications 531.65 Emergency Automotive Reattach rear radar antenna 57.50 Enterprise FM Trust Lease vehicles 9,109.81 Ferguson Waterworks #2518 Meters 1,454.10 Flexible Pipe Tool Co. Equipment repair supplies 645.75 Force America 5mb data 140.00 Fury Motors Equipment repair supplies 343.20 Gertens Wholesale Pollinator Honey Bee Lawn 108.45 Goat Dispatch LLC Goat grazing 5,000.00 Gopher State One Call Inc. Locates 519.75 Grainger Supplies & tools 1,338.84 Greater Stillwater Chamber of Commerce Leadership in the Valley 3,285.00 Guardian Supply Uniforms 752.83 Haussner Plumbing LLC Plumbing repairs 1,099.00 Hawkins Inc Chemicals 3,669.72 Helkes Tree Service Tree removal 18,950.00 Heritage Printing Inc. Business cards & envelopes 463.25 Hildi Inc Professional services 250.00 Hodges Badge Co Inc 219 Empire 3 1,594.28 Holiday Circle K Fuel 34.64 Page 2 Ice Sports Industry Skater Membership 395.00 IdentiSys Color ribbon 206.77 Indianhead Glass Inc Glass 2,506.55 Instrumental Research Water Testing 250.88 J. Gardner & Associates LLC Fire tattoos 467.00 Kelly & Lemmons PA Prosecution 7,928.50 Kirvida Fire Inc. Vehicle repair 607.88 Kwik Trip Inc Fuel 135.28 Lake Country Door LLC Reattach opener to header 280.00 Landbridge Ecological Stillwater Wall 2,416.63 Lawson Products Equipment repair supplies 343.31 LegalShield Data Breach Recovery 77.70 LeVander Gillen Miller PA Professional services 17,331.91 Life Safety Systems Fire inspection 975.00 Lincoln National Life Insurance Co COBRA Life Insurance 3.60 Linde Gas & Equipment Cylinders 62.32 Lockridge Grindal Nauen PLLP Labor Relations 3,333.33 Loffler Companies Misc IT 5,358.75 Madden Galanter Hansen LLP Labor Relations Services 1,108.38 Mansfield Oil Company Fuel 12,373.20 Marie Ridgeway & Associates Therapy 565.00 Marshall Electric Company Electrical repair service 967.00 Max Todo Marine Services Barge services 24,075.00 McBroom Laura Reimburse for work boots 229.99 Menards Supplies 3,327.59 Mercury Electric Electrical service 153.00 Metropolitan Council Monthly SAC 2,460.15 Metropolitan Council Environmental Wastewater Charge 171,634.30 MHSRC/Range Class fee 635.00 Middle St Croix Watershed WMO Watershed Management payment 21,969.35 Midwest Machinery Co Tie rod assembly 366.38 Miller Excavating Water main repairs & street project 535,444.06 Minnesota Occupational Health Drug screen 181.79 MK Mechanical Inc Building repairs 1,635.00 MN Dept of Labor and Industry License renewal 10.00 MN Secretary of State - Notary Jacalyn Norbury notary 120.00 Municipal Emergency Services Nozzles 944.74 Northern Salt Calcium chloride 2,384.00 Office Depot Office supplies 142.33 Olsen Chain & Cable Inc. Chain 523.60 Otis Elevator Company Elevator repair 6,035.99 Performance Plus LLC Drug screen 135.00 Pollard Water Fluoride pumps 9,719.55 Primary Products Co. Supplies 805.00 Pump & Meter Service Inc. Equipment repair supplies 221.87 Quill Corporation Office supplies 148.00 Riedell Shoes Inc. Skates 68.95 Ries Farms LLC Dirt disposal 275.12 Safe Fast Inc Marking paint 63.00 Schwantes Refund duplicate payment 80.50 Sign Solutions Signs & barricades 1,706.76 Page 3 Simplifile LC Filing fees 221.00 Sirotiak Lauren Reimburse for license renewal 65.00 SiteOne Landscape Supply Supplies 537.76 Springbrook Software Monthly UB web payments 741.00 St. Croix Boat and Packet Co. Dock Space Lease 2,666.67 St. Croix Recreation Fun Playgrounds Resilient surfacing engineered wood 9,852.73 Stillwater Motor Company Equipment repair supplies 299.39 T.A. Schifsky and Sons Water main repairs 13,925.50 Taft Stettinius & Hollister LLP Professional services 15,000.00 Telemetry and Process Controls WIN-911 849.00 Thomson Reuters Information Charges 162.86 TKDA Lily Lake PRV 1,576.32 Toll Gas and Welding Supply Cylinders 48.11 Total Mechanical Serv Truck repair 1,895.00 TraffiCalm Systems Speed trailer 9,545.00 Tri-State Bobcat Equipment repair supplies 1,331.59 United Refrigeration Inc Equipment repair supplies 707.00 Universal Truck Equipment Equipment repair supplies 289.76 US Bank Paying agent fees 1,400.00 Valley Trophy Inc. Human right awards plaques 56.21 Verizon Wireless Services SMS Content 50.00 Visu-Sewer Inc. Sectional liner 3,750.00 Voyant Communications Phone 551.34 Wasche Commercial Finishes Teddy Bear Park 11,112.00 Washington Cty Historical Society Teresa Burgess unclaimed ck reissued as donation 100.00 Winnick Supply Floor plate 312.38 Wruck Sewer & Portable Rental Portable restrooms 1,960.19 Zep Sales & Service Supplies 117.50 Ziegler Inc. Caterpillar 263,406.00 LIBRARY 16 Wins Website Maintenance 380.00 Ace Hardware Janitorial Supplies 48.34 Amazon Business Materials 138.37 Brodart Co Materials 6,110.14 ECM Publishers Meeting Date Change Notice 32.60 Faurot Kimberly Staff Reimbursement 302.62 Huebsch Service Towels & Rugs 194.36 Master Mechanical Inc. HVAC Cooling Startup 1,512.46 Menards Janitorial Supplies 92.74 Midwest Tape Materials 1,641.11 Parcel Arts LLC Programs 460.00 Per Mar Security Services Security Monitoring 187.11 Scholastic Inc Programs 442.42 Skye Heather Evelyn Programs 600.00 Page 4 ADDENDUM 1st Line Concession supplies 630.15 At&t Mobility Cell phones 81.44 Backgroundchecks.com Background checks 43.65 BCA Training Training 75.00 Brueghel Judy Reimburse for election mileage 4.56 Carasoft FedRAMP 2,700.00 CDW Government Supplies 285.58 Cintas Towels 41.10 City of Hudson Training for McBroom & LeMoine 70.00 Cub Foods Concession supplies 27.16 Cummins Full service 1,140.26 Dalco Janitorial supplies 1,894.70 ECM Publishing Publication 110.25 Fury Vehicle repairs 755.71 Hawkins Inc Chlorine cylinders 130.00 Ice Sports Industry Skater membership 123.00 IdentiSys Supplies 72.89 Jaytech Cooling water treatment 1,273.05 MacQueen Equipment Vehicle repair charges 385.16 Menards Supplies 221.75 Office of MN IT Services Language line 8.40 Pepsi Beverages Concession supplies 1,209.22 Riedell Shoes Skates 84.26 Stillwater & Oak Park Heights CVB Lodging Tax 109,971.07 York International Supplies 276.91 Twin Cities Dots & Pop Concession supplies 345.60 JULY CREDIT CARDS Amazon.com Microphone 414.95 AnyPromo.com PD hand outs 1,561.00 Badgeandwallet.com Service award bars 186.00 Brueggers Bagels Training snacks 56.35 Cub Foods Training snacks 64.61 Dream Host Website Hosting 21.45 Dropbox Dropbox license 600.00 Dunn Brothers Coffee Training snacks 81.60 Ebay Cables 45.98 Fleet Farm Flashlights 63.27 Half Price Books Materials - Adult Nonfiction 370.96 Kahoot! AS Program Tech - Kahoot 120.00 Len's Family Foods Advocacy Workshop 88.99 Lowes Home Centers Inc. Impact driver 559.16 Sudz Car Wash Car washes 211.72 Text-Em-All PW software 180.00 University of MN CCE Registration Training 65.00 UPS Shipping 86.67 Page 5 JULY MANUAL Clifton LarsonAllen LLP Audit 34,965.00 TOTAL 1,527,300.32 Adopted by the Stillwater City Council this 26th day of July, 2022 Mayor Ted Kozlowski ORDER FORM This Order Form (the “Order Form”), effective as of [passportSignerDateField_btJN09x], is being entered into by and between Passport Labs, Inc. and City of Stillwater, MN (“Customer”) pursuant and subject to the Software License and Service Agreement (the “Agreement”) entered into by the Parties as of [passportSignerDateField_Ykqtnqe]. Upon execution, this Order Form shall be incorporated by reference in and subject to the Agreement. Capitalized terms used but not defined herein shall have the same meanings as set forth in the Agreement. I. SUMMARY OF THE PRODUCTS AND SERVICES This Order Form, together with any Product Specific Terms attached hereto and made a part hereof in Schedule 1 and the SOW attached hereto and made a part hereof as Schedule 2, contains the terms and conditions applicable to the Products and related services purchased pursuant to the Agreement. PRODUCTS AND SERVICES Mobile Payment for Parking Platform (“MPP”) X Custom-Branded MPP Citation Management Platform (“CMP”) Harvester Digital Permits for Parking Platform (“DPP”) License Plate Recognition Platform (“LPR”) X II. FEES A. Fees. The fees are as follows: Products and Services Fee(s) Fee Type(s) Mobile Payment for Parking (“MPP”): Per Transaction MPP Service and License Fee $0.50 Per Transaction1 Maximum Convenience Fee Passed through to Parking Customers $0.50 Per Transaction Merchant Services Fee MPP = 2.9% + $0.25/transaction Payment Gateway Fee $0.05/transaction MPP Annual Fee $9,000 Per Year 1 1. An MPP “Transaction” is a single parking session lasting less than twenty-four (24) hours in duration. DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 8/15/2022 8/15/2022 2 B. LPR Fee Table Licensing $5,002.56 Mobile Vehicle Hardware $29,471.21 Implementation / Labor $6,540.00 Support $1,944.00 Extended Warranty $9,928.38 One Time Total $47,883.59 Recurring Total $5,002.56 Year One Total $52,886.15 Leasing LPR Option - Vantage Capital Quoted Pricing - 5 Year Cost $72,896.39 60 Month Lease Payment $1,292.31 III. BILLING INFORMATION Billing Contact Name: Beth Wolf Billing Email Address: bwolf@ci.stillwater.mn.us Billing Address: 216 4th Street North, Stillwater, Minnesota 55082 IN WITNESS WHEREOF, Passport and Customer have each caused this Order Form to be executed by its duly authorized representatives. City of Stillwater, MN Passport Labs, Inc. By: [counterpartySignerSignature_FXgwFse] By: [passportSignerSignature_kpHFG7l] Name: [counterpartySignerName_JKaDtS0] Name: [passportSignerName_rfEVUr5] Title: [counterpartySignerTextField_4rh4OVq] Title: [passportSignerTitle_XMGb6It] Date: [counterpartySignerDateField_H4PcybH] Date: [passportSignerDateField_R7If7xs] DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 8/15/2022 CRO Doug Rogers 3 SCHEDULE 1 MOBILE PAYMENT FOR PARKING Services: Passport will provide services and license software, including all web and mobile applications and related documentation necessary for Customer to operate a mobile payment for parking program (“MPP”) which allows all parking customers in any parking facilities owned or managed by Customer (the “Premises”) the ability to pay for parking using a smartphone application or mobile web application. Equipment: Passport will provide Customer an initial quantity of signs and decals consistent with Passport’s marketing best practices at no charge to support the implementation of the MPP. Customer will be solely responsible for installing all signs and decals in the Premises. Additional signs and decals shall be charged at Passport’s then-prevailing unit prices. Passport will provide a design file to allow Customer to print replacement signs and decals at no charge. Ancillary Fees: a) Customer will pay a ten dollar ($10) administrative fee in addition to sign and shipping costs per sign for any additional or replacement signs purchased through Passport. b) Customer will pay a one dollar ($1) administrative fee in addition to decal and shipping costs per decal for any additional or replacement decals purchased through Passport. Third Party Providers: In order to expand the management data available to Customer and to improve access and the user experience for a broader group of individuals wishing to pay for parking and engage in related transactions via channels other than the MPP provided by Passport, Passport may, at its option, allow the use of third-party provider’s (each a “Third Party Provider”) interfaces for initiating parking transactions or to enhance the mobility experience, including any and all possible methods available to parkers to request the right to access and occupy a parking space or otherwise-denominated curb space for any period of time (in accordance with Customer’s applicable rates, rules, ordinances, and regulations). Such interfaces will include, but not be limited to, in-dash vehicle systems, navigation systems (whether in-dash or smartphone-based), business intelligence solutions, and mobile payments for parking applications other than Passport’s MPP (each an “Interface”). Should Passport exercise this option, such Third Party Provider(s) shall contract directly with Passport to establish the integrations necessary for Passport to facilitate all mobile payments for parking sessions and related transactions for the Third Party Provider(s) and its end users. The term “facilitate” includes, but is not limited to: (a) all tasks related to parking rights management, including the calculation of parking session prices, (b) the management of rates, rules, and restrictions and zones, spaces, or other units of parking or curbside inventory; (c) transactional reporting; (d) tasks related to transmission of parking rights data to parking enforcement systems and any data processing systems; (e) tasks related to refund issuance, parking rule management, reconciliation of funds, invoicing, and other administrative functions; and (f) all back-office management interfacing necessary to manage the foregoing and all other tasks necessary or desirable for Passport to effectively manage the issuance and processing of parking rights on behalf of City (the “Shared Services”). For parking transactions initiated via a Third Party Provider’s Interface, payment processing must be conducted by Passport. Notwithstanding anything to the contrary in the Agreement, Passport may share Operational Data with Third Party Providers to the extent necessary to enable the Shared Services. Customer acknowledges and agrees that a Third Party Provider may configure and control the feature set of its own Interface so long as it is capable of performing the functions required to interact with Passport’s platform and execute parking transactions as designated in the scope of work. Customer further acknowledges and agrees that certain data received from Third Party Providers may be more limited than what Passport can provide to Customer as Customer’s MPP provider and may need to be provided, if at all, on an aggregated and/or anonymized basis; Passport shall, however, use commercially reasonable efforts to supply such data as may be reasonably requested by Customer for its internal purposes. To utilize the Shared Services, each Third Party Provider will be required to integrate with application programming interface endpoints provided by Passport, which cannot be accessed or utilized by such Third Party Provider prior to the execution of a standalone contract with Passport governing the access, use, pricing, disclosure, and governance of the Shared Services consistent with the foregoing paragraphs and as otherwise determined by Passport in its sole discretion. DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 4 SCHEDULE 2 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Statement of Work City of Stillwater, MN July 20th, 2022 Disclaimer Project Overview Statement of Work Configurations Payment Gateway and Merchant Solutions Tokenization, Authorization, and Capture Passport Payments Settlement Remittance Reporting & Reconciliation Dispute Management Passport Parking Passport Parking Functionality Merchant Validations Back-Office Portal Passport Parking Parking Session Monitoring and Enforcement Passport Parking Signage and Decals Public Education and Marketing License Plate Recognition Overview Genetec AutoVu SharpZ3 Camera Components Hardware and Installation Genetec Security Center Software Genetec City Patroller Software LPR System Functionality Future LPR Vehicle Installations System Training Assumptions & Notes Project Change Control Acceptance CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.1 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Disclaimer This Statement of Work contains information that is proprietary and confidential to Passport Labs, Inc. (“Passport”) and shall not be disclosed or used for any purpose other than the purposes described herein. Any other disclosure or use of this document, in whole or in part, without the permission of Passport is prohibited. Project Overview Passport will provide the City of Stillwater, MN (“Client”) with its Passport Parking mobile parking payment application.Passport will also provide the Client with Passport Payments to provide the Client a fully integrated payment processing solution supporting all major card networks, various payment methods, and reconciled settlements into the Client's bank accounts. Passport will work with Minuteman and Genetec to provide the Client with Genetec’s AutoVu Automated License Plate Recognition system (“LPR system”) comprised of the following software and hardware components: ●Security Center ○The LPR parent application that is used to configure and manage the AutoVu system. ●City Patroller ○The software application that is installed on the ruggedized in-vehicle computer. ○Patroller sends LPR data to Security Center ●AutoVu SharpZ3 Camera Components ○The cameras and associated hardware used to capture license plate images and send the data to Patroller or Security Center to verify against certain vehicle lists. ■SharpZ3 camera unit ■SharpZ3 VGA camera unit ■AutoVu LPR Processing Unit CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.2 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Passport will integrate with the LPR system to provide the following functionality through the LPR system: ●Monitor Passport Parking paid parking sessions The Genetec LPR system, supported by Minuteman, is a third party solution that Passport has integrated with to provide the functionality listed above. Genetec may build new or enhanced features; however, these features if available may not be supported by Passport directly and must function independently in the Genetec LPR system without additional integrations with Passport, unless explicitly listed in this statement of work. All support requests or feature requests should be sent to Minuteman. During this project, Passport will perform architecture, design, implementation, and information transfer services for the project. Statement of Work Configurations Payment Gateway and Merchant Solutions Passport will provide Gateway and Merchant Processing services for Passport Mobile Payments directly to the Client, eliminating the need for an external provider. Passport will act as the Merchant of Record for transaction processing. All transactions will be processed via Passport’s Gateway and Merchant Processing services. Passport will enable the following card types to be used by all integrated applications: ●Visa ●Mastercard ●Discover ●American Express The Client will be responsible for paying all gateway and merchant processing fees, as outlined in the contract. CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.3 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Tokenization, Authorization, and Capture The Gateway’s function is to tokenize the cardholder ’s information for secure processing and storage on the Passport Platform. The Gateway will also Authorize the card with the Card Brands to ensure it can be used for payment. Once authorized, the gateway will assign a transaction ID, and the authorization will be left open for changes to the transaction amount (parking session extensions) and captured when the transaction is confirmed to be finalized (parker ends session). At the Gateway cutoff time, all transactions that have been Captured are submitted for Settlement by the processor. Passport Payments Passport Payments is an extension of Passport’s Operating System and contains the following components: Settlement Settlement is the process of moving funds from the end user ’s card issuing bank account to the merchant’s account. Settlement takes 2-3 business days to complete. Passport provides net settlement, which means Passport will calculate the total credit and debit card proceeds less Passport merchant processing fees, refunds and any adjustments, such as chargebacks. When possible, Passport will net out transaction fees from the settlement as well so that the Client does not need to receive a separate invoice for those fees. Remittance Funds will be remitted to the Client, less the gateway, merchant processing, and transaction fees, on a monthly basis with after the close of the preceding month. The Client will provide Passport with remittance account information. Reporting & Reconciliation Passport’s powerful back-office system merges source settlement data pulled in from the Passport payment platform with session activity from the mobility platform.The output is a robust set of Financial and Management reports that streamlines reconciliation,revenue recognition, and dispute management activities.Back-office reporting capabilities include: ●Settlement Period Summary ●Transaction Reporting by Settlement Schedule CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.4 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 ●Dispute Reporting Dispute Management Disputes are initiated by the cardholder or financial institution with a Card Network.They occur when a cardholder or financial institution disputes a purchase made on their card or when proper acceptance and authorization were not obtained.Once the dispute is accepted by the Card Network, it becomes a Chargeback. The Client can access reporting on Chargebacks as they are received from the Card Networks in the back-office,and will be notified of new chargebacks via email to specified accounts.The Client may choose to respond to Chargebacks with compelling evidence to try to get the Chargeback reversed.Compelling evidence can be submitted to payments@passportinc.com within 7 calendar days of the “Processed Date”shown in the back-office to have this case considered for reversal.All final decisions are made by the Card Networks,and Passport reserves the right to decide if the evidence is sufficient for consideration by the card networks. Passport also offers Chargeback Management Automation tools that Clients may choose to leverage. Passport Parking Passport Parking Functionality Passport will deliver its Passport Parking mobile parking applications to the Client.Passport Parking consists of native mobile applications built for Google Android and Apple iOS smartphones.Passport Parking is supported on the latest industry-recommended operating system versions. Passport Parking includes the following functionality: ●Create a user account ○Phone number, email address, name ●Add and delete Vehicles (LPN) ●Create and pay for parking sessions ○Extend parking remotely ○Receive session expiration alerts and notifications CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.5 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 ●Parking session reminder alerts are sent when the time remaining on the session drops below 10 minutes ○Complete payment via major card networks credit and debit cards ●View parking history and email receipts ●Mobile-optimized website (mobile pay web or “MPW”) to facilitate parking sessions via a mobile browser or desktop Merchant Validations The City and its local commerce partners may use Passport’s merchant validation program to subsidize the cost of business patrons’ parking fees. Merchant validation capabilities include: ●Validation type and amount configuration ●One-time use validations ●Multi-use validations Back-Office Portal Passport will deliver its back-office administration and data insights portal that will allow the Client to make financial and operational decisions. Back-office portal capabilities include: ●Secured Access with user specific login credentials and custom privileges per user ○There is not a cap on the number of users that can be setup ●Streamlined user interface ●Robust Reporting ●Real-time analytics of existing sessions ●Zone management Passport Parking Parking Session Monitoring and Enforcement Passport will deliver its monitoring and issuance application, OpsMan Mobile, to the Client to be used in conjunction with the monitoring and issuance devices the Client utilizes. Passport’s OpsMan Mobile is an Android application that allows the Client to view all active Passport Parking mobile parking sessions. CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.6 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Passport Parking Signage and Decals Passport recommends the following for metered areas: Signage ●1 sign per 10 spaces for parking lot/garage environments ●1 sign per 5 spaces for on-street parking environments Decals ●1 decal per single space meter ●3 decals for each multispace meter ○1 decal on each side of the meter ○1 decal on the payment side of the meter. Passport recommends the following for non-metered, mobile payment only areas: ●1 sign per 5 spaces for parking lot/garage environments ●1 sign per 3 spaces for on-street parking environments The recommended minimum amount of signage and decals above will be provided by Passport at no charge at launch;any additional or replacement signs or decals will be at the Client’s cost. The Client is solely responsible for installation.Signage and decal installation must be completed by the Client by the date of the announcement of the launch.No credit will be issued for unused signs or decals. The Client understands that sufficient and adequate signage and decals are a core assumption to the performance of the service,and should the quality or coverage of such signage and decals degrade,the Client is responsible for notifying Passport so that this can be resolved;any additional or replacement signs or decals will be at the Client’s cost. Signage materials are as follows: The Passport parking signs are KomaAlu with Avery Cast Laminate with UV Protection and 6-year outdoor durability.The Passport parking decals are Avery Cast Laminate with UV protection,permanent adhesive vinyl for outdoor use with 6-year outdoor durability.Any extra costs incurred due to changes in signage material will be covered by the Client. CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.7 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Passport has developed Passport Parking signage and decal design templates,which are tested regularly to optimize program performance.Any signage produced by Passport must adhere to Passport’s sign design methodology and cannot be modified without written approval from an authorized representative of Passport.A logo of the Client’s brand can be included on signage as long as such is provided to Passport with proper authorization in advance of production of signage. It takes one to two weeks to design signs and decals and up to an additional three to four weeks for the signs and decals to be printed and shipped,assuming timely review and approval by the Client. The Client may purchase additional signs and decals from Passport. Where signage or decals are provided to the Client at a discount to its actual production and ongoing maintenance cost,any customization that the client requests will be chargeable at a rate of $175/hour and such customizations are subject to approval by an authorized representative of Passport. The Client’s Passport Lifecycle Marketing Manager will work closely with the Client to design the signage and decals files.A first round of the design files will be provided by Passport to the Client for the Client’s review and feedback.The Client’s Passport Lifecycle Marketing Manager will provide suggestions and best practices for quantity and placement of signs and decals throughout the Client.After that meeting,the Client’s Passport Lifecycle Marketing Manager will consult with the Client to understand its needs and wants for the new signage. Public Education and Marketing In addition to signage and decals,Passport will provide the Client with the following items to support marketing and public education initiatives of the Passport Parking application: ●Signage and Decals ○Best Practice Guide ●Public Relations ○Press Release (posted on website and social media) ○Press Kit ●Print Marketing ○Design File for How to Flier (3”x5”) ○Design File for Benefit Poster (8.5”x11”) CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.8 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 ●Digital Marketing ○Client Website Content & Consultation ○Website & Social Media Banners ○Standard How-to Video ●Ongoing Support ○Dedicated Client Lifecycle Marketing Manager License Plate Recognition Overview The LPR system will be licensed for installation on one (1)ruggedized in-vehicle computer to be used in conjunction with the Client’s soon to be purchased AutoVu SharpZ3 Cameras. Genetec AutoVu SharpZ3 Camera Components Hardware and Installation The AutoVu SharpZ3 camera components are the license plate recognition cameras that capture vehicle plates and send the data to Patroller or Security Center to verify against certain vehicle lists. The installation of the camera hardware will be completed on one (1) Client provided vehicle by Minuteman. The AutoVu SharpZ3 camera bundle will be installed on the roof of the vehicle in front of any lightbar. There should not be a sunroof on the vehicle’s roof. Possible locations for the installation of the AutoVu LPR Processing Unit are listed below: ●The trunk of the vehicle ●Behind the back seat of the driver or passengers seats The Client will use the LPR system on the following vehicle: ●One (1) 2021 Chevrolet Colorado vehicle Genetec Security Center Software Security Center seamlessly integrates with the AutoVu Sharp camera and City Patroller components to provide advanced data mining and reporting through Genetec’s Security Desk user interface. The user can use Security Desk to generate a variety of LPR reports. The reports results can be filtered based on date, time, patrolling unit, type of hit, and more. CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.9 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Please note that Genetec’s Security Center software is completely separate from Passport’s back-office software system. This means that no data from the LPR system will flow into Passport’s back-office system. Genetec City Patroller Software City Patroller is the AutoVu software application that is installed on the ruggedized in-vehicle computer. City Patroller will be used to do the following: ●Verify license plate reads from the AutoVu SharpZ3 cameras against certain vehicle lists ●Alert the vehicle driver of hits so that subsequent actions can be performed ●Collect data from time-limited parking enforcement LPR System Functionality The LPR system allows the enforcement officer to manually select the enforcement zone or time-limited parking restrictions to be enforced in a parking zone. In concert with the monitoring and issuance handhelds utilizing OpsMan Mobile and the wireless bluetooth printers, the following workflow and features are available from the LPR system: ●Genetec Patroller will be installed in an enforcement vehicle and connected to the internet. ●Valid parking rights are sent to the in-vehicle Patroller software on a regular basis which keeps the device up to date of all active parking sessions so incorrect citations are not issued. ●The driver selects the zone in Patroller to start monitoring. ○Please note that Genetec AutoVu does have the ability to geolocate zones if the location of those zones is set up in Security Center. ○This capability exists entirely within the Genetec system and is outside of Passport’s system or control. ●As the enforcement vehicle drives a lot or street, the license plate of the parked vehicle is read by the SharpZ3 cameras and sent to the Patroller application. ○Genetec Patroller will then compare the read to the certain list of vehicle parking rights. ○A hit alarm will trigger within Patroller when a sighting of a license plate number does not match a valid parking right or highlights a time-limited infraction. ■AutoVu allows the driver to simultaneously enforce against parking rights and time-limited parking restrictions. CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.10 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 ■At this point, the officer in the vehicle can choose to enforce the hit. They can choose to enforce the hit outside of Passport’s system using their current citation issuing methods. ○If a valid parking right is available for the read, then the LPR system will continue to the next vehicle. ■Please note that AutoVu is unable to enforce time-limited parking restrictions for a vehicle that has a valid parking right. In other words, if a vehicle has a valid parking right, then the LPR system will not be able to chalk that vehicle. ●If a hit is located, then the officer will stop to write the citation. Future LPR Vehicle Installations If the Client elects to purchase a new vehicle to be used with the LPR system and has purchased a new LPR bundle, then the Client shall inform Passport of the vehicle type, make, model and planned equipment to be installed on or inside the vehicle. Passport will then work with the Client to confirm that the LPR system software and hardware will be able to be successfully installed within the vehicle prior to the actual installation of the LPR software and hardware. Passport will provide the Client with all equipment specification sheets and installation requirements to allow the Client to select a vehicle that will be compliant with the LPR system. System Training Once a majority of the project milestones have been completed and the target launch date is confirmed,Passport will work with the Client to set-up the remote web-based training plan. Passport will assist the Client with determining who should be involved in the training sessions and when they should occur from a scheduling perspective around the target go-live date. Passport will host a 1-hour training session with any Client employees who will interact with the new Passport Parking system.Passport recommends that all parking staff,anyone responsible for the adjudication of parking citations,Client accountants,and enforcement managers be present for training. Passport will work with the Client if additional training sessions are required. All training is done via a “Train the Trainer”method,equipping each person present with the tools and knowledge to train their teams now and in the future. CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.11 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Assumptions & Notes While performing these services, Passport will rely upon the concerted engagement, direction, authorization, approvals or other information provided by the Client’s primary stakeholder and technical teams. The Client’s Project Manager and respective team will be responsible for contributing to and reviewing Weekly Status Reports and reporting Project issues. Additional Client responsibilities include: ●Providing operational information in a timely manner. ●Providing a list of stakeholders for preliminary implementation ●Making a good faith effort to facilitate the continued progress of the implementation. ●Perform user acceptance testing to confirm the accuracy of configured attributes in the system ●Provide written approval on each aspect of the system Deliverables or activities not specifically identified as in scope throughout this document are by definition out of scope, unless accompanied by an approved Scope Change Order. Project Change Control Changes may be required to manage unanticipated or new information that may arise during the course of the implementation and delivery of this solution that impacts an existing (or creates a new)deliverable,restriction,milestone,or dependency.This Project Change Control process is meant to enforce a process to ensure changes are tracked and approved appropriately throughout the project. Process ●A Passport representative will complete a Scoping Change Order form describing the exchange to be evaluated. ●Passport will perform an impact assessment (cost,schedule,risk,etc)and provide a recommendation for how to achieve the Client's objectives in the context of the latest information. CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.12 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 ●The Client will decide whether or not to proceed with Passport’s recommendation or to suggest an alternative approach. ●If the Change Request is approved by the Client and returned back upon full execution, then the Change Request document will be incorporated as part of the Statement of Work. Timeline Effects ●Upon approval by all parties,the impact assessment associated with such change request shall augment any prior commitments or estimates of timeline and pricing in this Statement of Work,which shall no longer apply.Passport will use commercially reasonable efforts to maintain the timeline and cost associated with this Statement of Work, augmented by any and all Change Request(s) approved by all parties. Acceptance Please indicate your acceptance of this Statement of Work by signing below. Both Parties must approve any changes to this Statement of Work in writing. These changes may result in additional costs. Client Authorized Name: Title: Signature: CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.13 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Date: Passport Labs, Inc. 128 S. Tryon St. Suite 2200 Charlotte, NC 28202 Authorized Name: Title: Signature: Date: CONFIDENTIAL AND PROPRIETARY. © 2022 Passport. All rights reserved.14 DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 CRO Doug Rogers 8/15/2022 SOFTWARE LICENSE AND SERVICE AGREEMENT This Software License and Service Agreement is effective as of _________________________ (the “Effective Date”) and entered into by and between Passport Labs, Inc., a Delaware corporation (“Passport”), and City of Stillwater, Minnesota (“Customer”). Passport and Customer are each a “Party” and collectively the “Parties.” Passport is in the business of providing, and Customer desires to obtain from Passport, certain parking- or transit-related software, hardware, and/or related services. This Agreement establishes the master terms and conditions that will apply to Customer’s purchase from Passport of the products and services under this Agreement and Passport’s delivery of the same to Customer. In consideration of the mutual promises and covenants contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meaning set forth below (or as otherwise defined in the Agreement): 1.1. “Agreement” means this Software License and Service Agreement, the Product-Specific Terms, the Order Form(s), the Statement(s) of Work, and all other attachments, exhibits, and schedules hereto. 1.2. “Confidential Information” means all information of either Party (“Disclosing Party”) which is disclosed to the other Party (“Receiving Party”) pursuant or in relation to this Agreement (a) if in written form, that is marked “Confidential,” “Proprietary,” or with words of similar import; and (b) if in written form, but not marked “Confidential,” “Proprietary,” or with words of similar import, or if disclosed verbally that a reasonable person would regard such information as confidential under the circumstances of disclosure or in view of the nature of the information. Confidential Information includes, by way of illustration and not limitation, this Agreement, the Passport System and all components thereof, the Intellectual Property, and all non-public know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts, customer lists, financial information, pricing information, marketing information, and product plans. 1.3. “Customer” is the entity specified in the preamble and includes any entity directly or indirectly controlling, controlled by, or under common control with Customer including, without limitation, any subsidiary, affiliate, or parent of Customer on the Effective Date of this Agreement. 1.4. “Documentation” means the technical documentation for the Passport System provided by Passport to Customer, including all updates and versions thereof, whether in the form of electronic or printed materials, magnetic media, or machine-readable format. 1.5. “End User” means any individual who uses any component of the Passport System to transact for any Product. 1.6. “Go-Live Date” means the date on which the Passport System, or any individual Product thereof if more than one Product is purchased under this Agreement, is launched and begins to be utilized by Customer. 1.7. “Initial Term” means a period of thirty-six (36) months from the Go-Live Date, unless otherwise indicated in an Order Form. 1.8. “Intellectual Property” means all tangible and intangible property of Passport or its third-party vendors provided to Customer pursuant to this Agreement that is embodied in or used in connection with the Passport System, including, without limitation, trade names, source code, trademarks, copyrights, patents, and trade secrets, and/or which is protected or is protectable under copyright, patent, trade secret, service mark, trademark, or other intellectual property laws and/or regulations. DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 8/15/2022 2 1.9. “License Fees” means the fees owed to Passport in consideration of providing Customer the Passport System pursuant to this Agreement as memorialized in the Order Form or elsewhere in the Agreement. 1.10. “Licensed Hardware” means the Passport hardware and any Third Party Hardware as more particularly set forth in an Order Form. 1.11. “Licensed Software” means the Passport software and any Third Party Software as more particularly set forth in an Order Form. 1.12. “Order Form” means that certain form bearing the same caption on which the Products, Third Party Products, and any other software, hardware, products, or services ordered by Customer under this Agreement, among other things, are specified. 1.13. “Passport System” means collectively the Licensed Software, Licensed Hardware, Documentation, and any Third Party Products licensed or sold under this Agreement by Passport to Customer. 1.14. “Product” means any product offered by Passport, including a mobile payments for parking platform, a citation issuance and management platform, a digital permits platform, a mobile payments for transit platform, a micromobility management platform, and a unified platform for the management and distribution of parking rates and business rules, as well as any other product identified in an Order Form. 1.15. “Product-Specific Terms” means those separate legal terms appended to this Agreement that apply to each Product purchased by Customer under this Agreement. 1.16. “Renewal Term” means a period of twelve months following the Initial Term, unless otherwise indicated in an Order Form. 1.17. “Statement of Work” or “SOW” means a statement of work agreed upon by the parties with reference to each Product purchased under this Agreement and appended to this Agreement or to an Order Form. Any variation to a Statement of Work must be memorialized in a change order that is agreed upon and signed by the parties. 1.18. “Substantial Completion Date” means the date that Passport has completed configuring the Passport System, or any individual Product thereof if more than one Product is purchased under this Agreement, to the specifications as set forth in the applicable SOW and is ready to be launched and utilized by Customer. Passport will notify Customer when it has achieved the Substantial Completion Date for each Product. 1.19. “Term” means the Initial Term and any Renewal Term(s). 1.20. “Third Party Hardware” means the hardware (and any related software embedded in or distributed with the hardware by the manufacturer of such hardware) manufactured by third parties and resold and/or sublicensed by Passport to Customer. 1.21. “Third Party Products” means Third Party Hardware and Third Party Software. 1.22. “Third Party Software” means all software owned by third parties, sublicensed by Passport to Customer and integrated into or interfaced by Passport into the Passport System. 2. SERVICES 2.1. Performance. Passport shall perform the services and deliver the software and products under this Agreement in a competent, professional, and workmanlike manner consistent with industry practices. Passport will maintain all permits, certificates and licenses required by applicable law and Passport’s DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 3 employees performing the services will be qualified to perform the services and licensed as required. Passport will at all times during the Term be duly organized, validly existing and in good standing under the laws of the state of Delaware. 2.2. Order Forms. The Order Form shall set forth what Passport is to provide to Customer under this Agreement. To the extent Customer wishes to procure, and Passport wishes to provide, any additional products or services, the parties shall enter into one or more additional Order Forms as applicable that shall each form a part of and be subject to this Agreement. 2.3. Products. As of the Effective Date, Passport provides the Products (as defined above) in the marketplace (as well as related Third Party Products). Customer may request the addition of any Products and related services to the extent not provided by Passport to Customer as of the Effective Date and any additional software or platforms developed by Passport from and after the Effective Date, which shall be memorialized in a subsequent Order Form along with any additional terms (if applicable). 3. COMPLIANCE WITH LAW 3.1. In providing the services under this Agreement, Passport will comply at its sole cost and expense with all applicable federal, state, provincial, county, and municipal laws, statutes, rules, regulations and ordinances. 4. LICENSE; SERVICES 4.1. License Grant. Subject to the terms and conditions of this Agreement and all Third Party Software licenses, including, without limitation, the payment of all applicable License Fees, Passport hereby grants Customer a revocable, non-exclusive, nontransferable, non-subleaseable, and non-assignable license to use the Passport System during the Term for Customer’s own internal operations in accordance with the terms of, and subject to the restrictions contained in, this Agreement. 4.2. License Restrictions. As a condition to the license set forth in Section 4.1, Customer shall not, directly, indirectly, alone, or with another person or entity (a) decompile, disassemble, interpret, reverse engineer, translate, or otherwise determine or attempt to determine any source code, algorithms, or underlying ideas of the Licensed Software or any portion thereof; (b) remove or modify any Passport or third-party markings, identification, copyright, or other notices from the Passport System; (c) sublicense, provide, lease, lend, pledge, use for timesharing or service bureau purposes, or allow others to use the Passport System to or for the benefit of third parties; (d) modify, change, incorporate into other software, create any databases other than as permitted herein, or create a derivative work of any part of the Licensed Software or Documentation; (e) disclose results of any performance information, analysis, or program benchmark tests without Passport’s prior written consent; (f) make the Passport System, in whole or in part, available in any manner to any third party; (g) install or use the Passport System in any manner not in accordance with the license grant pursuant to Section 5.1; or (h) attempt to do any of the foregoing whether individually or with others. 4.3. No Other Licenses. Except as specifically granted in this Agreement, no license or other right is granted, either directly or indirectly, by implication or otherwise, to Customer, and all other rights are expressly reserved to Passport or its third-party vendors, as applicable. 5. THIRD PARTY PRODUCTS 5.1. The successful delivery of the Passport System may require that Customer use certain Third Party Products depending on Customer’s operations, and, if so, Customer will be notified. Customer agrees to be bound to all licenses, obligations, restrictions, and limitations in connection with any Third Party Products. Excluding warranty of title to any Third Party Products, all other Third Party Product warranties, including, without limitation, warranties with respect to materials, workmanship, capability, and intellectual property rights are made by such manufacturers and not by Passport. Passport will use commercially reasonable efforts to pass through to Customer for Customer’s benefit all end-user warranties DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 4 that the Third Party Products vendor(s) provides directly to Passport. Customer will look solely to such vendors or manufacturers for all remedies under such warranties. 6. INTELLECTUAL PROPERTY 6.1. Ownership. Customer acknowledges and agrees that the Intellectual Property is exclusively owned by and reserved to Passport, or to Passport’s Third Party Software or Third Party Hardware providers, as the case may be, and Passport or such Third Party Software or Third Party Hardware providers will retain all right, title, and interest in the Intellectual Property. Customer will neither acquire nor assert any ownership or other proprietary rights in the Intellectual Property or in any derivation, adaptation, or variation thereof (regardless of who creates the derivation, adaptation, or variation) except as otherwise explicitly set forth in this Agreement. 6.2. Feedback. Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Passport’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback (as defined below), without compensating or crediting Customer or the individual providing such Feedback, except to the limited extent that Section 21 (Confidentiality; Trade Secrets) governs Feedback that constitutes Customer’s Confidential Information. Notwithstanding the provisions of Section 21 (Confidentiality; Trade Secrets), Customer may not designate Feedback as its Confidential Information to the extent that such Feedback relates to the Passport System. “Feedback” refers to any suggestion or idea for improving or otherwise modifying the Passport System. 7. PRIVACY POLICY; TERMS OF USE 7.1. End users’ use of the Passport System shall at all times be governed by Passport’s Privacy Policy, which can be viewed at https://passportinc.com/privacy-policy/, and Passport’s Terms and Conditions, which can be viewed at https://passportinc.com/terms-and-conditions/. Passport’s Privacy Policy and Terms and Conditions may be amended from time to time in Passport’s sole discretion. 8. SUPPORT SERVICES 8.1. Customer Support. Passport will provide telephone and email support to Customer’s staff Monday through Friday between 8:00 a.m. to 7:00 p.m. ET to address technical support issues. Passport will provide 24/7 after-hours telephone support. Passport can be contacted for support issues at: ● 980-939-0990 or via email at help@passportinc.com (Monday-Friday 8AM-7PM ET) ● 866.815.3043 or help247@passportinc.com (after-hours support) 8.2. End User Support. Customer shall provide initial support, including inquiries via telephone and email, for End Users. If Customer is unable to address End User inquiries, Customer may direct End Users to Passport’s End User support team, which is available Monday through Saturday between the hours of 8:00 a.m. to 9:00 p.m. ET at 704-817-2500 or via email at support@passportinc.com. Customer should not display Passport’s support phone numbers (or other direct contact information for Passport) on any marketing or signage visible by End User. 9. PRODUCT UPDATES 9.1. Updates. To the extent that Passport releases any system-wide improvements, modifications, updates, or enhanced versions of the Licensed Software during the Term, the improvements, modifications, updates, or enhanced versions will, when available, be provided to Customer at no charge and will automatically be subject to the terms of this Agreement. 9.2. New Features. Customer may request new features or functionality to be built into the Passport System, and, to the extent that Passport plans in its sole discretion to incorporate such requested new features or functionality into the Passport System, Passport will develop such features and functionality at no cost to Customer pursuant to Passport’s development timeline. If Customer desires to expedite such DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 5 development, Passport may, in its sole discretion, charge Customer an expedite fee to develop the requested features or functionality, provided, however, that Passport shall first notify Customer of the expedite fee and receive written approval from Customer to proceed. If Customer’s requested features or functionality are created for Customer’s use and Passport does not plan to incorporate such requested features into the Passport System, Passport may, in its sole discretion, charge Customer a custom development fee for the development of such features or functionality, provided again, however, that Passport shall first notify Customer of the custom development fee and receive written approval from Customer to proceed. 10. UPTIME 10.1. Passport will provide the Passport System with Uptime (as defined below) of at least ninety-nine percent (99.0%) calculated over a rolling six-month period (“Uptime Guarantee”). For any month during which the Passport System uptime drops below the Uptime Guarantee, Passport will provide a billing credit in an amount equal to the percentage difference between a) the lowest uptime reached at any point during the month (calculated on a rolling six month period) and b) the Uptime Guarantee, multiplied by the total fees payable to Passport for such month. For example, if Uptime falls to ninety-five percent (95.0%) during a given month and if during that month the fees payable to Passport were one hundred dollars ($100.00), Passport will issue a billing credit of four dollars ($4.00). Uptime is defined as any period of time during which end users of the Passport System can use the Passport System, excluding any scheduled maintenance performed by Passport after hours or unavailability or impaired functionality of the Passport System due to causes outside of Passport’s reasonable control (e.g., disruptions caused by Passport’s hosting or payment processing partners). 11. FEES; PAYMENT 11.1. License Fees. In consideration for the licenses granted to Customer under this Agreement, Customer shall pay to Passport the License Fees. 11.2. Annual License Fees. For License Fees that are payable on an annual basis, as indicated in an Order Form, License Fees for the first year of the Term are due and payable upon the Effective Date and, thereafter, on the anniversary of the Effective Date for the duration of the Term. 11.3. Third Party Products Fees. Customer shall pay Passport all fees related to Third Party Products supplied to Customer under this Agreement as set forth in an Order Form (collectively, the “Third Party Product Fees”), if applicable. Fees for Third Party Products provided through Passport from and after the Effective Date may be subject to change based on the then-prevailing market rates of any Third Party Product provider for such products. 11.4. Implementation or Monthly Minimum Fees. Customer shall pay Passport the implementation fees or monthly minimum fees, if any, as set forth in an Order Form. 11.5. Fee Assumptions. Passport’s License Fees, gateway services fees, and merchant services provider fees as set forth in this Agreement as of the Effective Date are conditioned upon certain underlying information pertaining to Customer’s operations provided to Passport by Customer relating to transaction volume (e.g., number of mobile pay transactions, number of citations written, or number of parking permits purchased), transaction rates (e.g., hourly parking rates, citation rates, and permits rates), and average dollar amount of transactions as of the Effective Date, as well as card network fees in effect as of the Effective Date. To the extent there are non-trivial changes in any of the foregoing from and after the Effective Date, the License Fees, gateway services fees, and/or merchant services provider fees are subject to change to maintain, as closely as possible, the economic arrangement anticipated, or subsequently achieved, based on the information and card network fees in effect as of the Effective Date. Passport and Customer shall negotiate in good faith with respect to the same, provided, however, that Passport shall not be obligated to continue providing the Passport System if the Parties are unable to reach agreement on a revised fee structure. DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 6 11.6. Expenses. Customer shall reimburse Passport for any travel, lodging, and meal expenses incurred in connection with Passport’s performance under this Agreement, which shall be invoiced as incurred. 11.7. Payment Terms. Unless otherwise indicated in an Order Form, all payments due to Passport hereunder are due and payable within thirty (30) days after the date of the invoice. Any amounts not timely paid shall bear interest at the rate of one and one-half percent (1.5%) per month from the due date or, if lower, the maximum rate permissible by law. If Customer fails to remit payment when due, Passport will have, in its sole discretion, the right to immediately suspend or terminate Customer’s access to the Passport System in accordance with Section 17.2.1 and/or withhold funds in Passport’s possession that would otherwise be remitted to Customer, in addition to any other remedies available to Passport under this Agreement or under law. Unless otherwise specified in an Order Form, all amounts payable to Passport hereunder are payable in full in United States Dollars without deduction or set off and shall be in addition to all tax obligations of Customer. If a currency other than the U.S. Dollar is specified in the Order Form, the exchange rate will be fixed at the foreign exchange rate published by the United States Federal Reserve on the date the remittance of payment is made or pursuant to a suitable commercially available service to the extent utilized by Passport in its sole discretion. If Customer requires remittance of funds by check or custom invoicing inconsistent with Passport’s standard format, Passport reserves the right to assess reasonable additional fees that shall be communicated and agreed upon with Customer in advance. 12. CUSTOMER OBLIGATIONS. In addition to the payment of fees as set forth above any other obligations of Customer set forth in this Agreement, Customer shall also be subject to the following covenants: 12.1. Customer shall use Passport as Customer’s sole provider for the Products and services procured by Customer under this Agreement and any substantially similar products or services provided by other vendors that are capable of being provided by Passport. 12.2. Passport’s pricing is conditioned on Customer’s continuous use of the Passport System throughout the Term consistent with historical use of the Passport System or any predecessor system. Customer covenants that it will not, during the Term, take any action that would materially diminish or cease the use of the Passport System, except in the case of a termination pursuant to Section 17.2. 12.3. From and after the Effective Date, Customer shall cooperate reasonably and promptly with Passport, and devote sufficient personnel and resources, to support the configuration and implementation of the Passport System through and including the Substantial Completion Date and Go- Live Date, and thereafter as reasonably necessary to continue the ongoing operations and maintenance of the Passport System on behalf of Customer. 13. PAYMENT GATEWAY PROVIDER 13.1. Passport is a payment gateway provider and shall provide payment gateway services to Customer in connection with the Products delivered under the Passport System at the rates indicated in the Order Form. 14. MERCHANT SERVICES PROVIDER 14.1. Passport Labs, Inc. is a full-service Merchant Services Provider, meaning a service provider certified by the major card networks (Visa, Mastercard, Discover, and American Express) to process credit and debit card transactions. Passport maintains itself as the merchant of record and Merchant Services Provider in connection with the provision of the Passport system. Customer will be responsible for paying all transaction and processing fees as defined in the fee schedule. Passport may change or add fees and/or charges following a major network update that significantly impacts the merchant costs assumed by Passport and will communicate applicable updates through Passport’s Service Delivery Process. Upon notice of changes, such fees and/or charges shall be immediately payable by Customer DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 7 when assessed by Passport. Should additional fees or charges be deemed commercially unreasonable, Customer has the option to terminate this Agreement within fifteen (15) days of notice of change in fees by providing written notice to Passport. 15. TAXES 15.1. To the extent applicable, Customer agrees to pay all taxes levied by a duly constituted taxing authority against or upon the products and services provided pursuant to this Agreement, or arising out of this Agreement (excluding, however, taxes based on Passport’s income) regardless of whether such taxes become due or payable at the time of delivery or use of the Passport System or subsequent thereto. Customer agrees to pay any tax for which it is responsible hereunder which may be levied on or assessed against Customer directly, and, if any such tax is paid by Passport, to reimburse Passport therefore, upon receipt of proof of payment by Passport. Customer agrees to indemnify, defend, and hold Passport harmless with respect to all taxes or duties which any federal, state, or local taxing authority requires Passport to pay on behalf of Customer. 16. SHIPMENT AND DELIVERY 16.1. If any Third Party Products are purchased by Customer under this Agreement, Passport will deliver the same FOB shipping point for delivery to the installation site designated by Customer. Customer agrees to pay all reasonable delivery charges for the Third Party Products. Delivery schedules may not be canceled, postponed, or changed without Passport’s prior written consent. Unless otherwise expressly stated, shipments shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to timely pay Passport any monies due or owing Passport shall excuse Passport from making further deliveries, in addition to any other remedies to which Passport is entitled under this Agreement. Title to and risk of loss in the Third Party Products shall pass to Customer when the delivery carrier takes possession of the Third Party Products. 17. TERM AND TERMINATION 17.1. Term. This Agreement is effective as of the Effective Date and shall remain effective for as long as there is an active Order Form, unless sooner terminated pursuant to Section 17.2 below. This Agreement may be renewed by mutual written agreement of the parties. 17.2. Termination. The following termination rights are in addition to any rights provided elsewhere in this Agreement and are without prejudice to any other right or remedy available to Passport or Customer at law or in equity: 17.2.1. Passport may terminate this Agreement and all licenses granted hereunder upon notice to Customer in the event that Customer fails to make full payment when due of any amount required to be paid by Customer under this Agreement within ten (10) calendar days of Passport’s written notice of such failure to pay. 17.2.2. This Agreement may be terminated by either Party upon thirty (30) calendar days’ prior written notice to the other Party in the event of a breach of a provision of this Agreement, provided, however, that the termination shall not be effective if, during the thirty (30) day notice period, or such other cure period as mutually agreed upon by the Parties, the breaching Party cures the breach. 17.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, (a) any licenses granted to Customer and all rights of Customer in and to the Passport System will immediately terminate; (b) Customer shall immediately cease using the Passport System; (c) Customer shall return to Passport any Licensed Hardware which Customer has not obtained title to as of such expiration or termination, and (d) all monies paid or due or owing to Passport by Customer up to such cancellation, completion, expiration, or termination shall be deemed non-refundable. Customer shall make payment on Passport’s final invoice as set forth in Section 12.4. Passport will provide commercially reasonable assistance to Customer to enable the transition of the services to a successor vendor, if DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 8 requested by Customer, provided first, however, that Customer has remitted to Passport all outstanding balances. 18. WARRANTIES. 18.1. Passport Warranties. 18.1.1. Passport warrants that it has full power and authority to license the Passport System to Customer as provided herein without the consent of any other person, or, in the event such consent is required, Passport has obtained said consent. 18.1.2. Passport warrants that the unmodified Passport System will operate in accordance with its specifications. Under this warranty, Passport will correct any errors in the unmodified Passport System at no extra charge to Customer. The foregoing warranty shall not apply to Third Party Products. 18.1.3. Passport further represents and warrants that (a) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; (b) this Agreement shall be the legal, valid, and binding obligation of Passport, enforceable against it in accordance with the terms hereof; (c) the execution and performance of this Agreement will not violate any federal, state, or local statute, rule, or regulation or any other contractual obligation of Passport, and (d) the person signing this Agreement on behalf of Passport is authorized to bind Passport to this Agreement. 18.2. Customer Warranties. Customer represents and warrants that (a) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; (b) this Agreement shall be the legal, valid, and binding obligation of Customer, enforceable against it in accordance with the terms hereof; (c) the execution and performance of this Agreement will not violate any federal, state, or local statute, rule, or regulation or any other contractual obligation of Customer, and (d) the person signing this Agreement on behalf of Customer is authorized to bind Customer to this Agreement. 19. DISCLAIMERS 19.1. GENERAL. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, PASSPORT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. PASSPORT DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS THAT THE PASSPORT SYSTEM WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PASSPORT SYSTEM AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT EVERY DEFECT IN THE PASSPORT SYSTEM WILL BE CORRECTED. THE PASSPORT SYSTEM IS EXPRESSLY PROVIDED “AS IS.” 19.2. THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE DISCLAIMER. PASSPORT MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE THIRD PARTY SOFTWARE AND AS TO THE THIRD PARTY HARDWARE INCLUDING, WITHOUT LIMITATION, AS TO QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE ARE HEREBY EXPRESSLY DISCLAIMED. THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE PROVIDED UNDER THIS AGREEMENT ARE EXPRESSLY PROVIDED “AS IS.” DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 9 19.3. EXCLUSIONS. Notwithstanding any other provisions of this Agreement to the contrary, the limited warranties provided in this Agreement shall not apply to nonconformities, errors, or defects of any goods or services provided by Passport pursuant to this Agreement or any amendments thereto due to any of the following: (a) Customer misuse of the Passport System; (b) Customer modification of the Licensed Software; (c) Customer failure to utilize compatible computer and networking hardware and software or to install updated or enhanced versions of the Licensed Software provided by Passport; or (d) interaction with software or hardware not provided by Passport. 20. LIMITATION OF LIABILITY AND MUTUAL INDEMNIFICATION 20.1. IN NO EVENT SHALL PASSPORT’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED $1.5 MILLION. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COST OF COVER, PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (A) TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; OR (B) IN THE EVENT OF A BREACH OF THE PARTIES’ CONFIDENTIALITY OBLIGATIONS CONTAINED IN THIS AGREEMENT. 20.2. PASSPORT AND CUSTOMER EACH ACKNOWLEDGE THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER PROVISION OF THIS AGREEMENT. 20.3. INDEMNIFICATION. a. Passport and City each agree to defend, indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Passport and City, they shall be borne by each party in proportion to its own negligence. b. Passport shall indemnify City against legal liability for damages arising out of claims by Passport’s employees. City shall indemnify Passport against legal liability for damages arising out of claims by City’s employees. 21. CONFIDENTIALITY; TRADE SECRETS. 21.1. Obligations. Each Party will maintain in strict confidence all Confidential Information of the Disclosing Party. The Receiving Party will not disclose or grant use of the Disclosing Party’s Confidential Information to any third party except to the Receiving Party’s employees and other representatives who have a need to know such Confidential Information or as expressly authorized by the Disclosing Party in writing. The Receiving Party will not use the Disclosing Party’s Confidential Information except as authorized by this Agreement. The Receiving Party will use at least the same standard of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own confidential information of a similar nature, but in no event with less than reasonable care. The Receiving Party will cause each employee or other representative to whom the Receiving Party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 10 contained in this Agreement. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Unless otherwise set forth herein, upon the expiration or termination of this Agreement for any reason, or upon the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party (or, at the Receiving Party’s option, destroy) all of the Disclosing Party’s Confidential Information and shall promptly certify in writing that it has done so; provided, however, that the Receiving Party shall not be obligated to return or destroy any Confidential Information stored in archival or back-up files for which return or destruction is not reasonably practicable or any Confidential Information that must be retained for as long as necessary for purposes of audit, compliance, dispute resolution, or record retention pursuant to this Agreement. 21.2. Exceptions. The foregoing obligations of confidentiality shall not apply to any information that the Receiving Party can show is or was: (a) already known to the Receiving Party at the time of disclosure without obligation of confidentiality; (b) independently developed by the Receiving Party without use of or access to the Confidential Information of the Disclosing Party; (c) approved for disclosure by the Disclosing Party beforehand and in writing; (d) in the public domain without breach of this Agreement; or (e) lawfully received by the Receiving Party from a third party without obligation of confidentiality. 21.3. Permitted Disclosures. Nothing in this Section shall be construed to prohibit either Party from disclosing the Confidential Information of the other Party to the extent that such disclosure is required by applicable law or order of a court or other governmental agency, including pursuant to any open records law, open meetings law, or any other local public disclosure law applicable to Customer; provided, however, that the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement and shall cooperate with the Disclosing Party to minimize the scope of any such disclosure and to obtain a protective or similar order. 21.4. Trade Secrets. Customer hereby acknowledges that the Passport System and its components, whether provided by Passport or its third-party vendors or licensors, constitute trade secrets of Passport and/or its third party-vendors or licensors, and as such are protected by civil and criminal law, are very valuable to Passport and/or its third-party vendors or licensors, and that their use must be carefully and continuously controlled. Customer agrees to notify Passport immediately of the unauthorized possession, use, or knowledge of any item supplied under this Agreement by any person or organization not authorized by this Agreement to have such possession, use, or knowledge. Customer will promptly furnish Passport full details of such possession, use, or knowledge and will cooperate fully with Passport in any litigation against third parties reasonably deemed necessary by Passport to protect its proprietary rights. 21.5. No Adequate Remedy. In the event of a breach of this Section 21, the parties agree that the Disclosing Party may not have an adequate remedy at law, in money, or damages and, accordingly, shall be entitled to seek an injunction against such breach without posting a bond, in addition to any other remedies at law or in equity. 22. DATA RIGHTS. This Section shall govern the rights of Passport and Customer, as the case may be, with respect to the data that is subject to this Agreement. Passport will, by provisions in its Privacy Policy or otherwise, procure from such end users all such lawful consents and rights necessary to grant to Customer the rights in such data as stated in this Section. Passport’s Privacy Policy, as it may be amended from time to time in Passport’s sole discretion, can be viewed at https://www.passportinc.com/privacy-policy. 22.1. Operational Data. Operational Data is data specific to Customer’s operation that is provided by Customer to Passport to be used in the configuration and provision of the Passport System for Customer’s use. Operational Data is specific to Customer’s operation, which is not available to Passport publicly or by other means. Operational Data may include, but is not limited to, zone information, rate information, operational schedules, business metrics, business rules, parking and other inventory and assets, and relevant details of partner agreements. In each case, Operational Data may refer to past, present, or future states of such items. Operational Data is the sole and exclusive property of Customer. DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 11 Customer grants Passport a perpetual, irrevocable, royalty-free, and non-exclusive license to Operational Data. 22.2. PCI-DSS Information. Payment Card Industry-Data Security Standard Information (“PCI-DSS Information”) consists of the following items, each as defined by the then-current Payment Card Industry Data Security Standards (“PCI-DSS”): Account Data; Cardholder Data; Primary Account Number; and Sensitive Authentication Data. Passport acquires a license or sublicense to the PCI-DSS Information from end users who share such data with Passport in connection with their use of the Software. In providing the services under this Agreement, Passport will maintain Payment Card Industry – Data Security Standard certification and secure PCI-DSS Information in accordance with PCI-DSS. As such, Passport may not grant Customer derivative rights to such PCI-DSS Information and Passport shall not be required to disclose such PCI-DSS Information to Customer. 22.3. Personal Identifiable Information. Personal identifiable information (“PII”) is any representation of information that permits the identity of an individual to whom the information applies to be reasonably determined or inferred by either direct or indirect means. Name, address, social security number, telephone number, or email address directly identify individuals. Certain data elements—including gender, race, birth date, geographic indicator (such as zip code or postal code), and other descriptors— can be used in conjunction or with other data elements to indirectly identify individuals. 22.4. Activity Data. Activity Data is any data generated in the providing of services under this Agreement by Passport to Customer and by end users’ interactions with the services or with Passport directly that is not otherwise PCI-DSS information or PII as defined above. Activity Data may include, but is not limited to, user interaction data, geolocation data, opt-in/opt-out status (including compliance logs), purchase and session data, application diagnostic data, service performance data, and support data. Data that is derived from Activity Data is also Activity Data. Activity Data is the sole and exclusive property of Passport. Passport grants Customer an irrevocable, royalty-free, non-exclusive, non-assignable, and nontransferable license to Activity Data for the Term to the extent and in the format that Passport chooses in its sole discretion to expose such Activity Data through its administrative portal or as otherwise agreed upon with Customer and only for Customer’s internal use in connection with the services provided under this agreement. 23. PUBLICITY; USE OF NAMES AND MARKS. Subject to the provisions of Section 21 (Confidentiality; Trade Secrets), the parties will have the right to publicly disclose that Passport is Customer’s provider of the Passport System as set forth herein by means of, by way of illustration and not limitation, news releases, public announcements, or other forms of publicity. Passport may use the name or marks of Customer, or reference the fact that Customer is a client of Passport, for business development purposes, as part of a portfolio or work, or in an illustrative list of clients. 24. DISPUTE RESOLUTION 24.1. Negotiation. If a dispute arises between or among Passport and Customer arising out of or concerning the meaning or interpretation of this Agreement or the terms or performance of this Agreement (collectively, a “Dispute”), Passport and Customer shall first attempt to settle such Dispute through good faith discussions and negotiations among principals of each Party authorized to bind each Party. 24.2. Venue; Jurisdiction. Any action or proceeding directly or indirectly arising out of a dispute will be settled exclusively in Washington County in the state of Minnesota and the parties expressly submit to and consent that the courts and authorities of the state of Minnesota will have exclusive jurisdiction over any such litigation. The parties hereby consent to service, jurisdiction, and venue of such courts for any litigation. DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 12 24.3. Governing Law. This Agreement, and any Disputes arising hereunder, shall be governed, interpreted, construed, and enforced in all respects in accordance with the laws of the State of Minnesota, excluding its conflict of laws rules. 25. GENERAL PROVISIONS. 25.1. Complete Agreement. This Agreement is intended as the complete, final, and exclusive statement of the terms of the agreement between the parties regarding the subject matter hereof and supersedes all other prior or contemporaneous agreements or understandings, whether written or oral, between them relating to the subject matter hereof. No amendment to, or modification of, this Agreement shall be binding unless in writing and signed by a duly authorized representative of both parties. Each Party expressly acknowledges that there are no warranties, representations, covenants, or understandings of any kind, manner, or description whatsoever by either Party to the other except as expressly set forth in this Agreement. 25.2. No Waiver. Failure by either Party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed or deemed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and will remain in full force and effect. Any waiver by either Party of its rights under this Agreement must be in writing and signed by a duly authorized representative of the waiving Party. 25.3. Assignment. This Agreement and all of its provisions will be binding upon and inure to the benefit of the parties and their respective permitted successors and assignees. Neither Passport nor Customer may assign any rights, interests, or obligations hereunder without prior written consent of the other Party, provided, however, that Passport may, without such written consent, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this agreement. Any purported assignment in violation of this section shall be void and of no effect. 25.4. Construction. The language of all parts of this Agreement will in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. Headings of paragraphs herein are for convenience of reference only and are without substantive significance. No rule of law that requires that any part of the Agreement be construed against the Party drafting the language will be used in interpreting this Agreement. 25.5. Severability. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, (a) the Parties shall amend the pertinent provision(s) to reflect as nearly as possible the original intentions of the Parties, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. 25.6. Relationship of Parties. The Parties expressly understand and agree that each Party is an independent contractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Further, neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other Party. 25.7. No Third Party Beneficiaries. This Agreement is made for the benefit of Passport and Customer and not for the benefit of any third parties. 25.8. Notices. All notices or other communications required or permitted to be made or given hereunder by one Party to the other Party shall be in writing and shall be deemed to have been given: (a) when hand delivered; (b) on the third (3rd) business day after the day of deposit in the United States DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 13 mail when sent by certified mail, postage prepaid and return receipt requested; or (c) on the next business day after the day of deposit with reputable overnight delivery service. Such notices shall be sent to the address set forth below, or at such other addresses as may hereafter be furnished in writing by either Party to the other Party specifically as the Party’s replacement address for notice under this Agreement. [continued next page] If to Passport: If to Customer: Passport Labs, Inc. 128 S. Tryon St., Suite 1000 Charlotte, NC 28202 Fax: (888) 804-1783 sales@passportinc.com Attn: CRO With a hard copy to General Counsel and by email to legal@passportinc.com City of Stillwater: 216 4th St. North Stillwater, MN 55082 Attn: City Administrator 25.9. Force Majeure. If the performance of this Agreement or of any obligation hereunder is interfered with by reason of any circumstances beyond the reasonable control of the Party affected, including, by way of illustration and not limitation, fire, explosion, power failure, acts of God, war, revolution, epidemic, pandemic, or other public health concern, civil commotion, acts of public enemies, cybersecurity incident, any law, order, regulation, ordinance, executive order, or requirement of any government or legal body, delays or omissions attributable to third-party vendors, suppliers, or integration partners, or labor unrest, including, without limitation, strikes, slowdowns, picketing, or boycotts, then the Party affected shall be excused from such performance on a day-to-day basis to the extent of such interference (and the other Party shall likewise be excused from performance of its obligations on a day-to- day basis to the extent such Party’s obligations are contingent on the performance so interfered with); provided that the Party so affected shall use reasonable efforts to remove such causes of nonperformance. 25.10. Survival of Obligations. All rights and obligations of the parties under this Agreement, including, without limitation, those contained in the confidentiality provisions herein, which by their nature would continue beyond the termination or expiration of this Agreement, shall survive termination or expiration of this Agreement and shall remain in full force and effect between the parties. 25.11. Counterparts. This Agreement may be executed in several counterparts, each of which when executed and delivered shall be deemed an original and each of which alone and all of which together shall constitute one and the same instrument. Facsimile signatures (or signatures in a .pdf or similar copy of the original) or electronic signatures shall be treated as original signatures for the purpose of enforcing this Agreement. Any signature delivered by a Party by facsimile transmission or electronic delivery shall be deemed to be an original signature hereto. [signature page follows] DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 14 IN WITNESS WHEREOF, each Party hereto, intending to be legally bound hereby, has caused its duly authorized representative to execute this Agreement and bind such Party effective as of the Effective Date. PASSPORT: PASSPORT LABS, INC. By: Printed Name: Its: CITY OF STILLWATER By: Ted Kozlowski, Mayor By: Beth Wolf, City Clerk DocuSign Envelope ID: DE349C28-FC76-4E5F-91AC-82FA73791308 Doug Rogers CRO DATE: August 16, 2022 TO: Honorable Mayor and City Councilmembers FROM: Kori Land, City Attorney SUBJECT: Amendment to Agreement with BerryDunn BACKGROUND On April 15, the City contracted with BerryDunn to conduct an organization study of the Police Department. It was anticipated that the contract duration would be relatively short and results would be completed by August 31, 2022. Due to unforeseen circumstances, it is taking longer to complete the study. While the consultant anticipates completion within two months, we are recommending a contract extension until the Study is completed to the satisfaction of the City. ACTION REQUESTED Approve Contract amendment with BerryDunn to extend the completion date. 1 AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES WITH BERRYDUNN THIS AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES (this “Amendment”) is entered into as of this day of , 2022 (the “Effective Date”), by and between the City of Stillwater (“City”) and BerryDunn (“Consultant”). RECITALS WHEREAS, the City entered into a contract (“Original Agreement”) with Consultant on April 15, 2022, for certain Services as defined in the Original Agreement; and WHEREAS, the Original Agreement is set to terminate and expire on August 31, 2022; and WHEREAS, due to uncontrollable circumstances, not all of the Services have been completed, therefore the parties mutually desire to amend the Original Agreement to extend the termination date until the Services are completed. NOW, THEREFORE, in consideration of the mutual promises and covenants of each to the other contained in this Amendment and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do covenant and agree as follows: 1. Section 3 of the Original Agreement shall be removed and replaced in its entirety as follows: 3. TERM. The term of this Agreement shall commence on the date written in the initial paragraph of this Agreement and shall terminate when all agreed upon tasks have been satisfactorily completed by Consultant as confirmed in writing by the City. 2. Except as provided for above, the terms and provisions of the Original Agreement shall remain in full force and effect. 3. This Amendment and all disputes or controversies arising out of or relating to this Amendment, or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Minnesota, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Minnesota. 4. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by the parties and delivered to the other parties. 5. This Amendment shall not be amended, modified or supplemented, except by a written instrument signed by an authorized representative of each party. 2 CITY OF STILLWATER By: Ted Kozlowski, Mayor By: Beth Wolf, City Clerk CONSULTANT By: Its: Stillwal.c The Birthplace of Minnesota 216 4th Street N, Stillwater, MN 55082 651-430-8800 www.ci.stillwater.mn.us NOTE: Public can participate in person at City Hall, online at www.zoomgov.com or call 1-646-828-7666 and enter the meeting ID number: 161 843 8759 or watch live on the city website or on local Channel 16. Public comments can be emailed to stillwater@ci.stillwater.mn.us AGENDA CITY COUNCIL MEETING August 16, 2022 SPECIAL MEETING 3:30 P.M. I. CALL TO ORDER II. ROLL CALL III. OTHER BUSINESS 1. 2023 Proposed Budget Workshop IV. RECESS REGULAR MEETING 7:00 P.M. V. CALL TO ORDER VI. ROLL CALL VII. PLEDGE OF ALLEGIANCE VIII. RECOGNITIONS OR PRESENTATIONS 2. City Council Service Award to Tevera Company 3. Stillwater Human Rights Award 4. Sustainable Stillwater Climate Action Plan IX. OPEN FORUM — open forum allows the public to address Council on subjects which are not a part of the meeting. Council may take action, reply or give direction to staff. Please limit your comments to 5 minutes or less. X. STAFF REPORTS 5. Public Works Director 6. Police Chief 7. Fire Chief 8. Finance Director 9. Community Development Director 10. City Clerk 11. City Attorney 12. City Administrator XI. CONSENT AGENDA — these items are considered routine and will be enacted by one motion with no discussion. Anyone may request an item to be removed from the consent agenda and considered separately. 13. July 19, 2022 regular meeting minutes 14. July 26, 2022 closed session and regular meeting minutes 15. Payment of Bills 16. Encroachment Agreement for 1225 Pine Street West 17. Flexible Work Arrangement Policy Renewal — Resolution 18. Hauler's Rolloff License for T & T Disposal LLC 19. Revised Parking Services Contract with Passport Labs Inc. 20. Short Term Home Rental License for 918 Harriet St S and 411 Pine Tree Trail 21. TIF #9 Replacement of Taxable Tax Increment Revenue Notes and Authorizing a Termination of Remarketing Agreement — Resolution 22. Utility Billing Adjustment Ordinance Amendment — Ordinance 2"d Reading XII. PUBLIC HEARINGS — when addressing Council please limit your comments to 10 minutes or less. 23. Case 2022-47 to consider amending City Ordinance Section 31-315 and 31-325 to establish appropriate locations for massage establishments in the City of Stillwater. Notice published in the Stillwater Gazette on July 15 and August 5, 2022 — Ordinance 1st Reading 24. Amend City Code Section 31-315 and Section 31-325 to update allowable uses in the City Ordinance to become consistent with recently adopted short-term housing rental regulation amendments. Notice published in the Stillwater Gazette on July 15 and August 5, 2022 — Ordinance 1st Reading 25. Case 2022-48 to consider amending Chapter 31 of the City Ordinance to establish regulations and performance standards for medical cannabis, cannabidiol (CBD) products and hemp growing. Notice published in the Stillwater Gazette on July 15 and August 5, 2022 — Ordinance 1st Reading XIII. UNFINISHED BUSINESS XIV. NEW BUSINESS 26. CBD Retail Establishment License Ordinance — Ordinance 1st Reading 27. 2023 Street Improvement Project Order Feasibility Report — Resolution 28. Bridge Jumping Ordinance — Ordinance 1st Reading 29. Downtown Manhole Rehabilitation Project Reapprove Plans and Specifications and Authorize to Bid — Resolution 30. Downtown Public Sidewalk Use Policy XV. COUNCIL REQUEST ITEMS XVI. ADJOURNMENT Page 2 of 2 City Council Meeting Agenda August 16, 2022 I11war THE BIRTHPLACE OF MINNESOTA DATE: August 9, 2022 TO: Honorable Mayor and City Councilmembers FROM: Joe Kohlmann, City Administrator Sharon Provos, Finance Director SUBJECT: 2023 Budget Proposal Pursuant to Article VII. Section 7.01 of the Stillwater City Charter, I am pleased to present the City Administrator's 2023 Budget Recommendation for the City of Stillwater for your review and consideration. The 2023 Budget Recommendations propose a budget that continues and enhances excellence from city services and programs to meet the needs of the citizens of Stillwater. The City Council has consistently worked through Strategic Planning to address: revenue enhancement; increasing service demand; increasing operational costs; managing infrastructure needs; maximizing economic development opportunities; and planning for changing dynamics in the workforce and community. The top strategic issues identified by the Council include: organizational excellence, community development and engagement, and capital improvement planning. The proposed 2023 budget includes specific programming and capital outlay appropriations that align with these strategic themes. The recommended total property levy increase for 2023 is 7.612%. The proposed 2023 Budget includes a number of strategic elements: • Reduce reliance on LGA for operations support — significant portion allocated to Capital in 2022 budget. Due to budget constraints for 2023 little progress was made but this continues to be the desired strategy. • Move annual software and small equipment costs from capital to operations (completed in 2023 budget) • No additional staffing was included in the recommended 2023 budget but several requests were received. Positions can still be a discussion point and are outlined on the attached slide deck. ■ Strategic use of certain fund balances to reduce potential capital levy costs. ■ Staff recommends and is moving forward with assessing viability of alternative revenue streams or enhancing existing streams. ■ Budget Proposal includes use of American Rescue Plan funds to invest in organizational operations that execute strategic plan elements. Operations Based on the initial 2023 general fund budget proposals, the tax levy increase for the general fund operating budget was $1,803,043 or 14.98% over the approved 2022 Budget. The Administrator's budget recommendations reduce the proposed 2023 operating increase to $881,953 or 7.39% above the 2022 adopted tax levy. The total 2023 property tax levy increase (operating + debt service) is proposed to increase by $1,212,192 or 7.612%. The 2023 operating budget pressures included: Personnel; Health Care costs rising 9.5%; Fuel and Energy prices; moving small equipment into operational budgeting; and revenue reductions. Due to funding constraints, no department requests for new/modified staffing levels were able to be funded. All proposed vs. recommended requests are shown on the attached slides. Capital Improvement Program Capital requests are summarized in two categories: Annual Capital Outlay (all depts.) and Permanent Improvement Projects. Issuance of debt is a major funding source. The current City bond rating of Aa2 has been maintained for the City's latest debt issue. American Rescue Plan Funds Total amount received: $2,144,882 $445,00 has been allocated prior to 2023 planning, leaving a total balance of $1,699,882. Closing The City Council will meet on Tuesday, August 16th at 3:30 p.m. for a preliminary review of the City Administrator's 2023 budget recommendations included in the slide deck. The City Council must adopt a preliminary 2023 budget and certify the maximum City property tax levy to the County by September 30, 2022. 2023 Proposed Budget City of Stillwater - August 16, 2022 illy THE BIRTHPLACE OF MINNESOTA 2023 Budget Pressures • Local Government Aid (LGA) • Health Insurance Premiums (9.5% increase) • Staff Wage Adjustments • Small Equipment into operating • Fuel / Energy Costs • Opportunities to Diversify Revenues City of Stillwater • $120,300 Increase/Decrease in Operating Expenditures • 1 % of Levy • 1% Increase/Decrease in Health Insurance Premium • $4,795 • Retiree Health Insurance • 5.1 % of the Levy (reduced from 6%) • Library Operating Levy • 11 % of the levy Strategic Budget Elements - 2023 • Reduce reliance on state Local Government Aids (LGA) for operations support — over time move LGA to support capital expenditures • Move annual software support costs & annual small equipment costs from capital to operations (levy) over time • Consider staffing adjustment requests where possible to match service demand for increased city resources • Consider strategic use of certain fund balances to reduce potential levy costs • Recommend comprehensive review of City license, permit and fee rates to enhance City revenue stream • Use of American Rescue Act Program (ARPA)funding in 2023 and future; Positive General Fund Balance City of Stillwater . [ 1lawater Strategic Plan Alignment of 2023 Proposed Budget Items • DEVELOP ORGANIZATION • Operations Succession/Transition Planning • Leadership Development, Staff Training • Professional Services • Communications Strategy and Department • (community engagement and communication practices, DEI; branding strategies) • Long Range Financial Planning • (Explore Sustainable Funding) • Facility Space Needs / Condition Rating • (Update City Facilities) • Comprehensive Software • (Implement software integration and efficiency) City of Stillwater Strategic Plan Alignment of 2023 Proposed Budget Items (Continued) • STRATEGIC PLANNING AND IMPLEMENTATION • Council/Staff Strategic Planning Session - facilitator • Develop Legislative Priorities — funding and policy requests • Develop Sustainable Funding Mechanisms • Capital Requests • Parks Maintenance • Playground Trail Access • Benson Park Water Fountain • Millbrook Playground Improvement • Teddy Bear Park Play Surface • Replace Play Structures • 72nd Street Trail Connection City of Stillwater Strategic Plan Alignment of 2023 Proposed Budget Items (Continued) • Capital Requests (continued) • Update City Infrastructure • SAN replacement • Network Backup Solution • F i rewa l l • Downtown Lighting Improvement • McKusick Boardwalk • Lumberjack Landing • Lily Lake Parking Lot Rehab • Laurel Street Wall City of Stillwater Property Tax Levy Proposed 2023 vs Adopted 2022 2023 Requested 2023 Proposed $ Increase % Increase $12,032,975 General Operating Tax Levy $13,836,018 $12,914,928 $881,953 7.329% $3,890,822 Debt Service Tax Levy $4,521,142 $4,221,061 $330,239 8.488% $15 923 79 Totals $18 357 16 $17 135 98 $1 212 19 7.612°/ 2022 Adopted PARCEL -SPECIFIC LEVY 2023 Requested 2023 Proposed $ Increase % Increase $44,000 WMO Tax Levy $44,400 $44,400 $400 0.909% Property Tax Levy Proposed 2023 CITY-WIDE LEVY Required Debt Service Tax Levy Amoun G.O. Capital Outlay 2012A G.O. Capital Outlay 2014A IWAf G.O. Capital Outlay 2016A General Revenue Tax Levy Required Debt Service Tax Lev New Debt Service Tax Levy Total Debt Service Levy $522,500 TOTAL CITY-WIDE LEVY 12,914,928 $4,221,061 PARCEL -SPECIFIC LEVY City of Stillwater 44,400 $373,559 $479,001 $554,085 G.O. Capital Outlay 2017A $401,373 G.O. Capital Outlay 2018A $471,363 G.O. Capital Outlay 2019A $422,100 G.O. Capital Outlay 2021A $405,300 G.O. Capital Outlay 2022A $591,780 $3,698,561 2023 New Bond Issue to fund: 2023 Capital Improvement Projects $4,000,000 Property Tax Levy Last 5 years and Proposed 202s- Year General Tax Levy Debt Service Tax Levy Total Property Tax Levy Increase from Prior Year Increase from Prior Year 2018 $9,379,459 $3,437,356 $12,816,815 $501,872 4.172% 2019 $9,914,425 $3,773,801 $13,688,226 $871,411 6.799% 2020 $10,587,577 $4,022,126 $14,609,703 $921,477 6.732% 2021 $11,270,799 $3,678,755 $14,949,554 $339,851 2.326% 2022 $12,032,975 $3,890,822 $15,923,797 $974,243 6.517% 2023* $12,914,928 $4,221,061 $17,135,989 $1,212,192 7.612% Average 5.693% City of Stillwater $18,000,000 $16,000,000 $14,000,000 $1 2,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $0 ■ Debt Service Tax Levy ■ General Tax Levy Consulting Fees 2023 Operating Budget Department Purpose Requested Proposed Mayor/Council Lobbyist $35,000 $35,000 Mayor/Council City Code Updates $7,000 $7,000 Mayor/Council Strategic Planning $10,000 $10,000 Mayor/Council Economic Development $10,000 $10,000 MIS 24/7 Network Security Monitoring $20,000 $20,000 Police Washington County Social Worker $100,000 $100,000 Building Inspection Plan Review/Inspection Contracting $50,000 $35,000 Engineering Washington St Intersection Road Study 1.1 $40,000 $40,000 itiMIlim in TOTALS $272,000 $257,000 ARPA Funding Uses 2022/2023 Department Purpose Proposed Administration Administration Administration Finance Police Communications Strategy / Retainer Space Needs/Condition Rating Long Range Financial Planning Comprehensive Software Side by Side Vehicles (2) $225,000 $100,000 $40,000 $300,000 $100,000 TOTAL $765,000 Year 2022/2023 2022/2023 2022/2023 2023 2023 New/Modified Positions Requested Department Position FTE MIS Community Development Community Development Police Sewer/Water IT Technician Reclass Administrative Assistant Enforcement Specialist Police Officer (2) GIS Technician 1.0 0 1.0 2.0 1.0 TOTALS 5.0 Requested Levy Increase $90,831 $5,194 $90,831 $239,632 $90,831 0.755% 0.043% 0.755% 1.991% Utility Funds $517,319 3.544% GENERAL FUND Operating Revenues/Expenditures fillwater THE Di RTH PLACE ❑F YIPINE 5OTA General Fund Operating Revenues 2022 Adopte Revenue Type 2023 Requeste 2023 Propose Variance 70 of Budget $9,419,184 Levy 480,000 Franchise Fees $10,885,255 490,000 $10,084,165 490,000 $664,981 $10,000 3.48% 71.55% 31,900 Other Property Taxes 41,900 41,900 $10,000 0.30% 633,605 Licenses and Permits 1,292,124 Intergovernmental 1,398,626 Charges for Services 80,000 Fines and Forfeits 134,550 Miscellaneous 608,950 608,950 1,299,947 1,320,214 1,363,554 1,363,554 49,000 49,000 133,550 133,550 - $24,655 $28,090 - $35,072 - $31,000 -$1,000 4.32% 9.37% 9.68% 0.35% 0.95% 13,469,989 Total Revenues 14,872,156 14,091,333 621,34 $567,214 Local Government Aid (LGA) in General Fund 255,000 LGA for Capital Outlay $822,214 Total LGA City of Stillwater Local Government Aid (LGA) Received in last 10 years and Certified 2023* $900,000 $800,000 $700,000 $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023* City of Stillwater illwater Year Amount 2013 $174,580 2014 $568,591 2015 $629,046 2016 $645,603 2017 $650,846 2018 $732,114 2019 $736,496 2020 $801,740 2021 $827,165 2022 $827,165 2023* $822,214 Mayor & Council Elections MIS Support Services Finance Human Resources Administration Legal/City Attorney Plant/City Hall Community Development Police Fire Inspections Emergency Management Engineering Street Unallocated Total 0 • eratin • Ex • enditures General Fund Operating Expenditures 2022 Adopted Expenditure Type $198,950 $56,127 $662,902 $530,248 $286,716 $749,983 $203,105 $336,221 $492,920 $4,261,648 $2,316,008 $495,296 $12,780 $399,365 $1,370,520 $1,097,200 $13,469,989 illwater 2023 Requested 2023 Proposed Variance $209,074 $209,074 $10,124 $22,510 $22,510 - $33,617 $723,986 $633,153 - $29,749 $563,185 $563,185 $32,937 $326,629 $326,629 $39,913 $792,084 $710,834 - $39,149 $202,890 $202,890 -$215 $492,474 $367,724 $31,503 $638,644 $544,352 $51,432 $4,993,898 $4,681,700 $420,052 $2,483,998 $2,483,998 $167,990 $537,813 $522,813 $19,460 $19,460 $455,973 $1,444,338 $965,200 $14,872,156 $455,973 $1,384,338 $962,700 $14,091,333 $27,517 $6,680 $56,608 $13,818 -$134,500 $621,344 General Fund Total 2022 Adopted Expenditure Type 2023 Requeste d 2023 Proposed Varianc e $9,936,868 Personnel Services $611,510 Supplies $2,630,849 Services and Charges $290,762 Miscellaneous $13,469,989 Total Operating Ex • enditures $11,096,696 $747,025 $2,821,390 $207,045 $10,601,623 $706,775 $2,575,890 $207,045 $664,755 $95,265 - $54,959 - $83,717 2023 Budget Impacts 4.61% proposed increase in General Fund operating expenditures City of Stillwater $16,000,000 $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $o Operating Expenditures 2022 Adopted 2023 Requested 2023 Proposed ■ Personnel Services • Supplies ■ Services and Charges General Fund Unallocated 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance $700,000 Retirees Health Insurance $195,100 Services and Charges $5,000 $5,000 WaCo Historical Society $16,000 $11,000 Youth Service Bureau DARTS Bus Loop Community Thread $665,000 $195,100 $5,000 $7,500 $16,000 $11,500 $665,000 $195,100 $5,000 $5,000 $16,000 $11,500 -$35,000 so $o so so $500 $18,000 Wellness Program $147,100 Miscellaneous $1,097,200 Total Unallocated $18,000 $18,000 $47,100 $965,200 so $47,100 -$100,000 $962,70 -$134,50 2023 Budget Impacts Retiree Health Insurance cost reduction - Medicare supplement program (5.1% of levy vs. 6% in 2022) Maintain level funding for community agencies City of Stillwater $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $o Operating Expenditures 1 1 2022 Adopted 2023 Requested 2023 Proposed ■ Miscellaneous ■ Services and Charges ■ Retiree Health Insurance SPECIAL REVENUE FUNDS OPERATING REVENUES/EXPENDITURES cSi l iwa ter THE 6 1 R Y H P l A C E O F M I H H E S O T A Special Revenue Fund Special Events 2022 Adopted Revenue Type 2023 Requested 2023 Proposed Variance $48,000 Property Taxes $48,000 $48,000 $0 $12,000 Donations $12,000 $12,000 $0 $60,000 Total Revenues $60,000 $60,000 $0 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance $3,000 Services and Charges $9,000 Miscellaneous $48,000 Fireworks $60,000 Total Ex • enditures $3,000 $9,000 $48,000 $60,00 $3,000 $0 $9,000 $0 $48,000� $0 $60,000 $0 City of Stillwater [ e1e�y�Jwater Operating Expenditures $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $o 2022 Adopted • 2023 Requested 2023 Proposed ■ Services and Charges ■ Miscellaneous ■ Fireworks Special Revenue Fund St Croix Valley Recreation Center 2022 Adopted Revenue Type 2023 Requested 2023 Proposed Variance $1,693,200 Charges for Services $1,806,750 $1,834,935 $141,735 $20,000 St Croix Soccer Club $1,713,200 Total Revenues so $1,806,750 $0 $1,834,935 -$20,000 $121,735 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance r $193,750 Supplies $1,300,863 Services and Charges Ilir $202,534 r$202,534 111.11r$8,784 $1,424,237 $1,424,237 $123,374 $21,000 Miscellaneous $168,202 Debt Service Contribution $245,600 $1,929,415 Transfer to Capital Outlay Total Expenditures $22,064 $165,710 $10,000 $1,824,545 $22,064 $165,710 $10,000 $1,824,545 $1,064 -$2,492 -$235,600 -$104,870 City of Stillwater $2,000,000 $1,800,000 $1,600,000 $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $o $200,000 $150,000 $100,000 $50,000 $0 Operating Expenditures 2022 Adopted 2023 Requested 2023 Proposed • Debt Service/Capital Outlay • Miscellaneous ■ Services and Charges • Supplies Debt Service Contribution iillllllll Special Revenue Fund Library 2022 Adopted Revenue Type 2023 Requested 2023 Proposed Variance $1,435,610 Property Taxes $1,533,667 $5,900 Services and Charges $3,900 $23,587 Miscellaneous j... $100,587 1,473,667W $38,057 $3,900 -$2,000 $100,587 $77,000 $1,465,097 Total Revenues $1,638,154 $1,578,154 $113,057 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance $1,177,308 Personnel Services $1,257,400 $1,257,400 80,092 $109,482 Supplies $113,156 $113,156 $3,674 $172,988 Services and Charges $185,279 $185,279 $12,291 $5,319 Miscellaneous $5,319 $5,319 $0 $164,000 Transfer to Capital Outlay $1,629,097 Total Expenditures $77,000 $1,638,154 $77,000 $1,638,154 -$87,000 $9,057 2023 Budget Impacts 2.65% increase in property taxes (2023 Proposed vs 2022 Adopted) 2023 Maintenance of Effort (MOE) requirement = $852,617 City of Stillwater $1,800,000 $1,600,000 $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $0 Operating Expenditures 2022 Adopted 2023 Requested • Personnel Services • Supplies ■ Services and Charges • Miscellaneous/Capital $1,600,000 $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $o 2023 Proposed Property Taxes 2018 2019 2020 2021 2022 2023 Add'I • MOE Special Revenue Fund Parks 2022 Adopted Revenue Type 2023 Requested 2023 Proposed Variance $1,115,181 Property Taxes $1,000 Licenses and Permits $23,000 Services and Charges $4,000 Miscellaneous $1,354,096 $0 $23,900 $4,000 $1,294,096 $0 $23,900 $4,000 $178,915 -$1,000 $900 $0 $1,143,181 Total Revenues $1,381,996 $1,321,996 $178,815 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance $766,376 Personnel Services $118,850 Supplies $270,455 Services and Charges $57,500 Miscellaneous $0 Transfer to Capital Outlay $876,381 $873,151 $106,775 $143,850 $138,850 $20,000 $311,265 $299,765 $29,310 $50,500 $50,500 -$7,000 $250,000 $250,000 $250,000 $1,213,181 Total Expenditures $1,631,996 $1,612,266 $399,085 2023 Budget Impacts Use of Fund Balance City of Stillwater $1,800,000 $1,600,000 $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $o Operating Expenditures 1 2022 Adopted 2023 Requested 2023 Proposed ■ Personnel Services • Supplies ■ Services and Charges ■ Miscellaneous/Capital Special Revenue Fund Community Beautification 2022 Adopted Revenue Type 2023 Requested 2023 Proposed Variance $15,000 Property Taxes Mr $15, 000 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance $15,000 Supplies $15,000 $15,000 $0 $15,000 Total Expenditures $15,000 $15,000 $0 2023 Budget Impacts Per Resolution #2013-162, dated September 17, 2013 - requires a minimum $15,000 budget appropriation. City of Stillwater $16,000 $14,000 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $0 Operating Expenditures ■ r ■ 2022 Adopted 2023 2022 Proposed Requested ■Supplies Special Revenue Fund Lodging Tax 2022 Adopted Revenue Type 2023 Requested 2023 Proposed Variance $275,000 Intergovernmental $275,000 $275,000 $0 2022 Adopted Expenditure Type 2023 Requested 2023 Proposed Variance $9,210 Personnel Services $25Services and Charges $261,250 Lodging Tax Disbursements $270,485 Total Expenditures $10,072 $65 $261,250 $271,387 $10,072 $65 $261,250 $271,387 $862 $40 $0 $902 City of Stillwater $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 Operating Expenditures 2022 Adopted 2023 Requested 2023 Proposed ■ Lodging Tax Disbursements ■ Service and Charges ■ Personnel Services Capital Outlay Department/Fund 2023 Requested 2023 Proposed General Fund Administration Finance Fire MIS Plant/City Hall $0 $200,000 $300,000 $703,000 $667,000 $583,000 $233,000 $407,000 $400,000 $18,000 Police $316,761 $260,761 Streets $626,000 $626,000 Total General Fund $2,853,761 $2,486,761 St Croix Valley Recreation Center Library Parks Permanent Improvement TOTAL $301,000 $202,000 $117,000 $117,000 $634,000 $17,031,000 $20,936,761 $464,000 $17,031,000 $20,300,761 Jwafer Permanent Improvement Projects Proposed 2023 Proposed Projects Annual GO Debt State Funding Washington County Special Assessments TIF Funds Other Funding 2023 Budget Curve Crest Boulevard Connect/Ext $1,110,000 $1,200,000 $750,000 Downtown Lighting Improvement $1,125,000 $250,000 Chestnut St Plaza $1,040,000 72nd Street/Trail Connection $550,000 McKusick Boardwalk $40,000 Space Needs/Condition Rating _umberjack Landing TH 95 Entrance Monument Annual Street Improvement Project $375,000 $900,000 $50,000 Sidewalk Project $62,500 CSAH 5 Phase 2 Pine Tree Trail- Sycamore $240,000 $3,551,000 Lily Lake Parking Lot Rehab Downtown Parking Lot Improvements TOTAL $4,162,500 $2,780,000 $4,301,000 $125,000 $460,000 $50,000 $1,700,000 $62,500 $250,000 $2,187,500 2023 Budget Impacts Maximum planned bonding is approximately $4,000,000. $460,000 $2,040,000 $5,100,000 $1,500,000 $1,500,000 $600,000 $40,000 $100,000 $450,000 $100,000 $875,000 $100,000 $2,600,000 $125,000 $4, 041, 000 $250,000 $200,000 $3,140,000 $250,000 $200,000 $17,031,000 Enterprise Funds • Transitioned to Single Utility Billing System in 2022 • Sanitary Sewer Fund • Long Term Forecasting — rate increased to fund operating costs (including Met Council increases), capital costs, repay interfund loans and replenish reserves. • Continuing Lift Station Upgrades • Water Fund • Rate increased in 2021 to fund operating costs and capital costs. • Continue to Monitor • Possible rate increase needed City of Stillwater • Storm Sewer Fund • Continue to Monitor • Rate increase needed • Signs & Lighting Fund • Revenues slightly above expenditures • Continue to Monitor • Rate increase needed Enterprise Funds (Continued) • Parking Fund • Monitored by Parking Commission • Currently fund able to fund: • Operating Expenses • Capital Expenses • Parking Ramp Fund • Monitored by Parking Commission • Currently able to fund: • Operating Expenses • Capital Expenses • Need to begin setting aside reserves • Major replacement/capital items City of Stillwater Utility Improvement Projects 2023 Proposed Projects Sanitary Sewer Storm Sewer Water Signs & Lighting Parking Curve Crest Boulevard Connect/Extension Sewer Lining Projects $825,000 $90,000 $825,000 ■ Sewer Van Monitoring Equipment CCTV Camera Replacement Liftstation Conversions Lift Station Upgrades $15,000 $180,000 $400,000 $100,000 ■ 1M Street Sweeper Telementry Well Upgrade $350,000 $15,000 Hydrant Painting Painting Tower Dr. Tower Wellhouse Pump & Rehab Well House Maintenance Portable Message Sign Board Sign Shop Printer/Printer & Software Downtown Parking Lot Improvements TOTAL $1,610,000 mlm $350,000 $50,000 $1,050,000 $40,000 $25,000 1 $2,005,000 $20,000 $15,000 $35,000 $200,000 $200,000 ti ter STILLWATER r_wa CITY COUNCIL =HE RIRTHPL A'E 41 MIRRES9iA SERVICE AWARD On behalf of a grateful City and upon the recommendation of leading citizens, the Scueut Mayor and City Council hereby extend recognition to &nvpcuW cleaningup .oweee 3 w to. make s and for outstanding service in support of the City of Stillwater's mission. Ted Kozlowski, Mayor Date of recognition: August 16, 2022 The Birthplace of Minnesota Stillwater Human Rights Commission Harmony • Dignity • Respect RESOLUTION 2022-104 CITY OF STILLWATER 2022 HUMAN RIGHTS AWARD GIVEN TO STUDENT LEADERSHIP COUNCIL OF STILLWATER AREA HIGH SCHOOL WHEREAS, the Stillwater Human Rights Commission requested nominations for the 2022 Stillwater Human Rights Award; and Student Leadership Council (SLC) of Stillwater Area High School (SAHS) has been nominated for working with the leadership at SAHS and the larger school district to ensure that every student in the district can learn in a safe, welcoming learning environment; and WHEREAS, SLC aims to promote a safe, tolerant, accepting, and respectful school environment that welcomes all people, including, but not limited to, an environment where an individual is not bullied, harassed, or assaulted because of their race, religion, disability, national origin, sex, sexual orientation, or gender identity; and WHEREAS, in February 2022, SLC organized and facilitated the Voices of Change Conference (VOC) where 150 participants came together to voice their opinions and concerns on school related topics. They categorized and shared the Top 10 themes of the VOC conference with both the School District and SAHS Administrators. One theme was the need to address racial harassment more completely through prevention of racial harassment, an improved process to address it when it occurs, to better support the victim, and to have consequences, along with an educational approach for the perpetrator; and WHEREAS, SLC led a series of meetings with both the SAHS and District Administration to address this issue and is currently revamping the discipline matrix to better reflect use of consequences and education to address racial harm when it occurs; and WHEREAS, SLC gives voice to the voiceless; and WHEREAS, all students at SAHS have benefited directly or indirectly, and SLC hopes to be a model for other schools where students can work alongside decision makers when making, changing, or analyzing policies, procedures, and practices that impact youth. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota, the 2022 Human Rights Award is presented to Student Leadership Council of Stillwater Area High School in appreciation of their outstanding leadership and dedication to human rights, and are hereby commended for those efforts. Adopted by the City Council this 16th day of August, 2022. J1ayor The Bir Ihplace of Mrnnesota 216 4th Street N, Stillwater, MN 55082 651-430-8800 www.ci.stillwater.mn.us CITY COUNCIL MEETING MINUTES July 19, 2022 REGULAR MEETING 7:00 P.M. Mayor Kozlowski called the meeting to order at 7:02 p.m. Present: Mayor Kozlowski, Councilmembers Collins, Junker, Odebrecht, Polehna Absent: None Staff present: City Administrator Kohlmann City Attorney Land City Clerk Wolf Community Development Director Gladhill Finance Director Provos Fire Chief Glaser Police Chief Mueller Public Works Director Sanders PLEDGE OF ALLEGIANCE Mayor Kozlowski led the Council and audience in the Pledge of Allegiance. RECOGNITIONS OR PRESENTATIONS Washington County Historical Society Budget Request - Brent Peterson, Executive Director Brent Peterson, Executive Director of the Washington County Historical Society, recapped the past year's activities, explained recently donated artifacts, and presented a request for an appropriation of $7,500 for 2023. Proclamation - National Baseball Hall of Fame Inductee, Bud Fowler Councilmember Collins read a proclamation honoring Bud Fowler, who is considered to be the first Black professional baseball player in history, and who will be inducted into the National Baseball Hall of Fame on July 24, 2022. Washington County Historical Society Executive Director Brent Peterson accepted the proclamation to hand deliver it to the National Baseball Hall of Fame. OPEN FORUM Louise Hansen, 212 N. 2nd St., reported ongoing problems with other drivers taking her reserved space in the parking ramp, and Mayor Kozlowski directed Ms. Hansen to call the police department. STAFF REPORTS Public Works Director Sanders stated the Chestnut Street Plaza project will start in a month. Police Chief Mueller provided a Lumberjack Days recap. City Council Meeting July 19, 2022 Fire Chief Glaser reported on a mutual aid exercise at the Boom site and a Mahtomedi house fire, due to rechargeable batteries that overheated. He cautioned residents about open fires due to dry conditions. Finance Director Provos stated the budget process has begun. Community Development Director Gladhill reported that the new Planning Manager will start August 15; a new parking payment system will roll out soon; staff will be speaking to the Council soon to address the issue of sidewalk clutter. City Clerk Wolf reminded the Council of the Strategic Planning meeting on July 21; the next City Council meeting July 26, at 3:45 p.m. for a closed session; and a 4:30 p.m. workshop. City Attorney Land updated the Council on the status of the marijuana ordinance. City Administrator Kohlmann reported on the Lowell Inn parking ramp wall project. CONSENT AGENDA July 5, 2022 Regular and Recessed Meeting Minutes Payment of Bills Catalytic Converter Ordinance - Ordinance 2nd Reading Climb Theatre Performance Agreement Interim Use Permits to Authorize Outdoor Seating with Performance Standards Ordinance 2nd Reading Library Board of Trustees Appointment Lumberjack Landing Purchase Agreement Amendment #2 Massage Therapy License Ordinance - Ordinance 2nd Reading Release Agreement for TIF Note Assignment Termination Third Party Gift Card Procurement - Ordinance 2nd Reading was pulled from agenda prior to meeting and will be read at a future meeting Washington County Sheriff's Office Joint Powers Agreement and Security Agreement for Law Enforcement Records Management System Councilmember Polehna asked to pull the Massage Therapy License Ordinance for comments. Heidi Rosebud, Just For Me Spa, remarked that the ordinance is well drafted. She noted that aestheticians do full body work and wants to ensure that is addressed in the ordinance. She added that some have been certified for many years and their schools no longer exist so it may be difficult to obtain transcripts. City Attorney Land replied that as long as documentation can be provided, that will suffice. Motion by Councilmember Junker, seconded by Councilmember Polehna, to adopt the Consent Agenda, including the Massage Therapy License Ordinance. All in favor. PUBLIC HEARINGS Case 2022-28 to consider an appeal request by Brandon and Dawn Kotval, property owners, for the re -consideration of a Variance to construct a detached garage at 7155 Melville Ct N. Community Development Director Gladhill stated that the property owners are requesting a Variance to allow the total garage floor area to exceed the required 1,000 square feet. The Page 2 of 5 City Council Meeting July 19, 2022 property currently has an attached garage of 853 square feet. On May 25, 2022, the Planning Commission denied the variance application, citing that there were not enough unique circumstances and the plight was due to circumstances created by the applicant primarily because the applicant desires more garage area than is allowed by City Code. Staff recommends that the City Council deny the requested increase to maximum accessory building square footage, citing the lack of unique circumstances on the property, and find that the plight of the applicant is due to circumstances created by the applicant. City Attorney Land explained that the practical difficulties test is three -pronged: the proposed use must be reasonable, the plight of the property owner must be due to circumstances unique to the property, and the variance, if granted, must not alter the essential character of the neighborhood. All three parts must be met in order to approve the variance. Mayor Kozlowski opened the public hearing. Brandon Kotval, applicant, stated that every neighbor in the surrounding area has multiple detached garages and that is why they applied for another garage. They did not realize it was important to come to hearings when the case was first heard. Mayor Kozlowski noted their lot is large enough that it would not negatively impact the surrounding properties. He feels the case is unique. However if staff feels the best path is to change the zoning for this district, he is open to that. Councilmember Odebrecht stated he would like to revisit the zoning ordinance for these large lots. Councilmember Junker asked if the applicant intends to maintain the current garage or convert it to living space, and Mr. Kotval replied they will keep it as a garage. They do not have enough space in their two -car garage for their things. Mr. Gladhill interjected that amending City Code could take several months. Councilmember Polehna stated he normally does not approve of variances, but he looked at the lot today and feels a new garage would not be seen by neighbors. Mayor Kozlowski asked if the plight could be that the property was originally part of Stillwater Township, with different regulations. Mr. Gladhill stated staff can do further research, but statutes require consideration of what is physically unique about the property. City Attorney Land offered to review the orderly annexation agreement during the meeting to determine if there is anything therein that gives property owners rights to pre-existing conditions. Motion by Councilmember Odebrecht, seconded by Councilmember Junker, to table Case No. 2022-28, appeal request for 7155 Melville Ct N., to the end of the meeting. All in favor. UNFINISHED BUSINESS There was no unfinished business. Page 3 of 5 City Council Meeting July 19, 2022 NEW BUSINESS Downtown Manhole Rehabilitation Project Approve Plans and Specifications Public Works Director Sanders explained that the Downtown Manhole Rehabilitation Project consists of lining the sanitary manholes along the river from Elm Street to the Aiple Lift Station, preventing outside sources of water from entering the sanitary sewer system. Staff is requesting approval of the plans and specifications and authorization to bid. Motion by Councilmember Junker, seconded by Councilmember Polehna, to adopt Resolution 2022-095, Approve Plans and Specifications and Ordering Advertisement for Bids for Downtown Manhole Rehabilitation Project. All in favor. Fee Schedule Amendment for Ordinance Updates and Ice Rental City Administrator Kohlmann reviewed proposed adjustments to the fee schedule. Motion by Councilmember Odebrecht, seconded by Councilmember Junker, to adopt Resolution 2022-096, Resolution Amending Resolution 2022-004, City of Stillwater 2022 Fee Schedule. All in favor. Procedure for Consumer Adjustments to Utility Billing Ordinance Amendment - Ordinance 1st Reading Public Works Director Sanders explained that the proposed amendment gives the consideration of utility bill adjustments to City staff rather than having the request go to the Utility Commission or the City Council. Motion by Councilmember Junker, seconded by Councilmember Collins, to adopt first reading of an Ordinance establishing a Procedure for Consumer Adjustments to Utility Bills. All in favor. PUBLIC HEARINGS CONTINUED Case 2022-28 to consider an appeal request by Brandon and Dawn Kotval, property owners, for the re -consideration of a Variance to construct a detached garage at 7155 Melville Ct N. City Attorney Land stated that there appears to be no entitlement to pre-existing township ordinances and the annexation agreement officially expired in 2020. So the existing City ordinances apply to the annexed properties. Mayor Kozlowski closed the public hearing. He acknowledged it makes sense to allow the structure, but it is not possible to allow it under current ordinance. Mr. Gladhill stated that an ordinance amendment may be able to be brought before the Council in November, review by the Planning Commission. Motion by Councilmember Odebrecht, seconded by Councilmember Collins, to deny Case No. 2022-28, appeal request for 7155 Melville Ct N. All in favor. COUNCIL REQUEST ITEMS There were no Council request items. Page 4 of 5 City Council Meeting July 19, 2022 ADJOURNMENT Motion by Councilmember Junker, seconded by Councilmember Odebrecht, to adjourn. All in favor. The meeting was adjourned at 8:18 p.m. Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk Resolution 2022-095, Approve Plans and Specifications and Ordering Advertisement for Bids for the Downtown Manhole Rehabilitation Project Resolution 2022-096, Resolution Amending Resolution 2022-004, City of Stillwater 2022 Fee Schedule Ordinance No. 1186, an Ordinance enacting Chapter 52-22 of the City Code of the City of Stillwater entitled Purchase, Sale and Possession of Catalytic Converters Ordinance No. 1187, an Ordinance establishing Interim Use Permits and authorizing Outdoor Seating as an Interim Use with Performance Standards Ordinance No. 1188, an Ordinance enacting Chapter 41, Section 41-9 Massage Therapy License of the City Code of the City of Stillwater Page 5 of 5 til lwaler The Birthplace of Mrnnesota 216 4th Street N, Stillwater, MN 55082 651-430-8800 www.ci.stillwater.mn.us CITY COUNCIL MEETING MINUTES July 26, 2022 CLOSED SESSION Mayor Kozlowski called the meeting to order at 3:45 p.m Present: Mayor Kozlowski, Councilmembers Collins, Junker, Polehna Absent: Councilmember Odebrecht 3:45 P.M. Staff present: City Administrator Kohlmann City Attorney Land Human Resources Manager Robole Labor Attorney Hanson The Council met in Closed Session, pursuant to Minn. Stat. §13D.03, subd. 1(b), to consider strategy for labor negotiations. Motion by Councilmember Polehna, seconded by Councilmember Collins, to recess to the Regular Meeting. All in favor. The meeting was recessed at 4:20 p.m. REGULAR MEETING 4:30 P.M. Mayor Kozlowski called the meeting to order at 4:30 p.m. Present: Mayor Kozlowski, Councilmembers Collins, Junker, Polehna Absent: Councilmember Odebrecht Staff present: City Administrator Kohlmann City Attorney Land City Clerk Wolf Community Development Director Gladhill Finance Director Provos Fire Chief Glaser Police Chief Mueller Public Works Director Sanders IT Manager Holman Library Director Troendle OTHER BUSINESS Water Service Repair Request Public Works Director Sanders explained that Roger Ryan is requesting City assistance on insulating the water service to his property at 1016 N. Third Street, to correct the freezing risk to water service between the main and the house. The house was constructed in 1985. The service line at this property has frozen in the wintertime because of the shallow depth of the service in the street. This was due in part to the location of a telephone conduit that is adjacent to the watermain where the service had to go up and around the conduit, rather City Council Meeting July 26, 2022 than be placed the same depth as the watermain. During the winter months, the property is allowed to have a continuous flow of water, to avoid freezing pipes. With the continuous flow of water and the property having a lift system for the sanitary sewer, there is a concern in winter of flooding if the electricity goes out while the owner is away for the winter months. The estimated cost to correct the issue is in excess of $15,000. The request for assistance was reviewed by the Utility Commission and denied in part because service repair and maintenance is 100% the property owner's responsibility. Roger Ryan, 1016 N. Third St, further explained the issue and stated he has been working to resolve this for 3.5 years, considering several options. The work was permitted and signed off by the City and the installation permit is on file. The contractor, Pinky's Excavating, no longer does this type of work. Mr. Ryan requested City assistance to pay for correction, and showed the two bids of $15,000 and $17,800. Councilmember Junker stated he is not in favor of providing City assistance. He questioned whether the house should have been built in its location due to unique topography. Deanna Mae Ryan, property owner, stated they were told the problem started not when the house was built, but when curb and gutter was constructed on Wilkins Street. Public Works Director Sanders stated when the Wilkins Street improvement was done, the grades did not change. Mayor Kozlowski noted that every homeowner is responsible for 100% of costs related to water line construction or replacement, so it would be hard to make an exception. He suggested the City could replace the water service replacement whenever a street project is done, and put it on the homeowners' taxes. Councilmember Junker stated he is not in favor of that. Mrs. Ryan replied that the house was taxed at the time for the work that was done, the City chose the contractor, and the contractor did it incorrectly. The problem is in the street, not the water line. The Consensus of the Council was to deny City assistance. Councilmember Polehna suggested another contractor, and Mr. Gladhill referred the property owners to low interest loan and grant programs through Washington County. Locomotive Steam Engine 328 Discussion City Attorney Land informed the Council that the City owns Northern Pacific Locomotive No. 328, which is being housed at the Minnesota Transportation Museum in St. Paul, pursuant to a lease agreement with the City, which runs until 2031. The Museum recently approached City staff asking the City to donate the Steam Engine to them. She explained the four options: donate it, do nothing, extend the lease, or require the Museum to return the engine to Stillwater for public display. Mayor Kozlowski and Councilmembers stated they would like more information on its value and history. CBD and Cannabis Ordinance City Attorney Land presented the revised CBD product ordinance for review. Non - intoxicating CBD without THC would be allowed to be sold anywhere. THC sales would be Page 2 of 8 City Council Meeting July 26, 2022 restricted to exclusive CBD stores and the licenses for such stores would be limited to two. The two legal nonconforming stores downtown would be allowed to continue, but in order to expand, or if one closes and a new one opens, the new or expanded store would be limited to the Business Park Commercial (BPC), Business Park Office (BPO) or Business Park Industrial (BPI) Districts. The ordinance will be reviewed tomorrow at the Planning Commission meeting. Councilmembers voiced support for the ordinance. Mr. Gladhill stated he met with the owner of CBD House who is generally supportive of the ordinance. Dumpster Placement in Nelson Street Right of Way at 401 Main St S Community Development Director Gladhill stated the applicants are asking for feedback before incurring the cost of a land survey required for an official Public Hearing and Agreement process related to an encroachment agreement. The lot for 401 Main St S only contains enough space for the building itself; there is no 'yard' space for a dumpster for trash removal. The building owner is requesting approval to place a dumpster in the Nelson Street right-of-way. Staff has been working with the building owner for several months on alternatives that do not obstruct Nelson Street, preferably via an agreement with adjacent property owners to share garbage services, but the building owner has been unsuccessful in this regard. Mr. Gladhill noted that the City's Downtown Plan (part of the Comprehensive Plan) sets a vision to reconfigure Nelson Street adjacent to 401 Main St S at some time in the future, and staff has made the building owner aware of redevelopment options. He asked if the Council has any concurrence for allowing the dumpster in one of the two parking stalls along Nelson St as a temporary measure. Mayor Kozlowski asked that the dumpster be screened, and Councilmember Junker stated there may be a grant from Washington County to do the work. Council consensus was to allow the dumpster to be placed in the parking stalls; it must be screened and temporary. Skateboard Park Location Discussion Public Works Director Sanders reported on 14 locations that he and professional skateboarder Nicole Hause looked at for a possible 10,000 square foot skateboard park, targeting sites that were accessible, visible and centrally located. Ms. Hause ranked these three: a 35,000 square foot undeveloped area across from Northland Park; a 15,000 square foot area near Benson Park where she liked the existing terrain and hill; and the Shoddy Mill site, which is above the 100-year flood elevation, but has only 5-6,000 square feet available. Some City land on the west side of trail might be tied in. They also discussed using the Northland rink as a temporary site. Approximate costs would be $123,000 to surface it in concrete, $73,000 for asphalt. The info has not been provided to the Parks Commission yet. Mayor Kozlowski commented that neighbors of Benson Park might have noise concerns, and Councilmember Polehna stated the same of neighbors of Northland Park. Mayor Kozlowski remarked that despite a smaller footprint, the property along the river may be easier to draw donations, more compelling to the community and farther away from residents. Councilmember Junker worried that the whole trail from the Shoddy Mill all the way into downtown would be nothing but skateboards because they would have to skate to get there - there is no parking. He asked about Schulenberg Park. Page 3 of 8 City Council Meeting July 26, 2022 Mr. Sanders stated another potential site is the area used for snow storage near the dog park. Council directed Mr. Sanders to bring the report to the Parks Commission and look at the area south of the dog park, Schulenberg Park, & a temporary location near Northland Park. Street Vacation of Harriet St S between 629 and 705 Anderson St W Mr. Gladhill stated that the topic is provided to obtain Council feedback before the applicants incur the cost of a land survey required for the official Public Hearing and Agreement process. The property owners of 629 and 705 Anderson Street have jointly applied for a right-of-way Vacation of an unopened portion of Harriet Street adjacent to Stillwater Middle School. Any utilities existing in the right of way would need to be encumbered by a drainage and utility easement. Originally, the owner of 629 Anderson St requested a vacation of right- of-way in order to enlarge their rear yard, by extending a six foot tall privacy fence. At that time, staff discussed the potential of an Easement Encroachment Agreement instead of a full vacation, in which the public would retain underlying ownership of the right-of-way, but the owner would be allowed to install an improvement, subject to removal if the right-of-way was ever needed for public improvements, such as utilities or roads (not planned at present). This is a fairly common occurrence in Stillwater. Since that time, it was discovered that snow melt created seasonal flooding of the existing garage in the rear yard. With a more permanent improvement (garage in addition to fence), the owner is requesting that the City Council consider vacating the right-of-way. If the City Council is open to the request to allow a garage to be constructed in the area of the existing right-of-way, staff would prefer that this be accomplished by Encroachment Agreement (retain ownership) rather than vacation. City Attorney Land stated that, because the driveway for 629 Anderson Street is already built in the City's right-of-way, there should have been an encroachment agreement. Mayor Kozlowski stated he does not see a future value to the City of owning the property, since there are no utilities in the right-of-way. The Council directed staff to proceed with a vacation process. STAFF REPORTS Public Works Director Sanders informed the Council that Andrew Coyne, Forestry Technician, started today. Police Chief Mueller gave updates on department activities and staffing, and reminded the Council that skateboarders want to be downtown for the same reasons as other visitors. Fire Chief Glaser stated the half marathon is this Saturday; Night to Unite will be held August 2; and staff is working on fire service joint contracts. Finance Director Provos stated that budget discussions with staff are almost complete. Community Development Director Gladhill reported on the Highway 36/Manning hospital site. He stated that Landucci Homes will return with another plan; and updated the Council on communications with business owners. City Clerk Wolf stated that elections are in full swing with health care facility voting July 27 and 28, and Public Accuracy Testing at 1:30 p.m. on July 28. City Administrator Kohlmann stated that Strategic Planning will be included in budget. Page 4 of 8 City Council Meeting July 26, 2022 IT Manager Holman stated that the IT committee will meet August 9; diagrams and proposals for security cameras will be discussed on August 4; and there was a kickoff meeting for moving forward with licensing for Office 365. RECESS Mayor Kozlowski recessed the meeting at 5:58 p.m. RECESSED MEETING 7:00 P.M. Mayor Kozlowski called the meeting to order at 7:00 p.m. Present: Mayor Kozlowski, Councilmembers Collins, Junker, Polehna Absent: Councilmember Odebrecht Staff present: City Administrator Kohlmann City Attorney Land City Clerk Wolf Community Development Director Gladhill Finance Director Provos Fire Chief Glaser Police Chief Mueller Public Works Director Sanders PLEDGE OF ALLEGIANCE Mayor Kozlowski led the Council and audience in the Pledge of Allegiance. RECOGNITIONS OR PRESENTATIONS Community Thread Budget Request - Sally Anderson, Executive Director Community Thread Executive Director Sally Anderson recapped the organization's activities and presented a 2023 budget request for $16,000, and $5,000 for the Connector bus loop. Youth Service Bureau Budget Request - Michael Huntley, Executive Director Youth Service Bureau Executive Director Michael Huntley reviewed the activities of the past year and requested an allocation of $11,500 for 2023. OPEN FORUM Louise Hansen, Rivertown Commons resident, thanked staff and Council for all their work. CONSENT AGENDA Payment of Bills Lowell Ramp Retaining Wall Project Otis Elevator Contract Addendum Retaining Wall Replacement in Downtown Parking Lots Contract Agreement Short Term Home Rental License for 904 Harriet St S. Page 5 of 8 City Council Meeting July 26, 2022 Summer Tuesday's Event Dates Extended - Resolution 2022-098 Tennis Court Replacement for Settler's Park Motion by Councilmember Junker, seconded by Councilmember Polehna, to adopt the Consent Agenda. All in favor. PUBLIC HEARINGS There were no public hearings. UNFINISHED BUSINESS Case 2022-41 to consider a Preliminary Plat application to consolidate six existing lots into three proposed new lots and a Conditional Use Permit for a drive -through coffee business. Property is located at 2001 Washington Avenue. Tabled from July 5, 2022 City Council meeting. Community Development Director Gladhill provided background on the Preliminary Plat application presented to the Council on July 5, 2022. Per recommendation of the Planning Commission and direction of the City Council, the applicant has revised the request to include only one new lot for purposes of a drive through coffee building. Staff anticipates the second lot to come forward at a future date along with the requested traffic study. Council action is limited to the Preliminary Plat. The Planning Commission has approved the Conditional Use Permit (site plan, architectural review), contingent upon approval of the Plat by the City Council. Staff recommends approval of the Preliminary Plat. Motion by Councilmember Polehna, seconded by Councilmember Collins, to adopt Resolution 2022-099, a Resolution Approving Preliminary Plat for 2001 Washington Avenue. All in favor. NEW BUSINESS 72nd Street Improvement Project Award Contract for Engineering Services Public Works Director Sanders reviewed the 72nd Street Road and Trail Improvement Project, which consists of a new asphalt street and trail from Northland Avenue to the east end of the Liberty Development. Bolton and Menk submitted the low bid at the price of $135,143. Staff recommends Council approve the engineering services of Bolton and Menk. Motion by Councilmember Polehna, seconded by Councilmember Junker, to adopt Resolution 2022-100, Accepting Proposal and Awarding Contract for Engineering Services for 72nd Street Road and Trail Improvement Project (Project 2022-04). All in favor. Zephyr Theatre Event Permit for Relay for Life Lois Conn, Relay for Life, stated they were late in applying because they did not know they needed a special one day permit to hold their event at the Zephyr parking lot on August 6. She requested approval of the event permit. Community Development Director Gladhill added that the City Council recently approved a new Interim Use Permit (IUP) process as the opportunity to approve more than three outdoor events per year. The Zephyr Theater's IUP request will be heard by the Planning Commission July 27. If the Planning Commission approves the Zephyr IUP, the current request is moot. Staff recommends approval of a one-time exception to the maximum three Page 6 of 8 City Council Meeting July 26, 2022 outdoor events while the IUP request is heard by the Planning Commission, and approval of the Event Permit for Relay for Life. Motion by Councilmember Polehna, seconded by Councilmember Collins, to approve a one-time exception to the maximum three outdoor events for the Event Permit for Relay for Life. All in favor. Mid Oaks Lift Station Project Accept Bids and Award Contract Mr. Sanders stated that the Mid Oaks Lift Station Improvement would replace the 47-year- old lift station. The low bid was $388,000; the Engineer's estimate was $400,000. The project would be funded through the Sanitary Sewer Capital Outlay fund. Staff recommends the City Council accept the bids and award the contract to Minger Construction. Co. Motion by Councilmember Collins, seconded by Councilmember Junker, to adopt Resolution 2022-101, Accepting Bids and Awarding the Contract for the Mid Oaks Lift Station Improvement to Minger Construction Co. All in favor. Minnesota Jurisdictional Roadway Change Agreement Mr. Sanders explained that in 2023, MnDOT will turn back TH 96 (TH 95 to TH 244) to Washington County. At the same time, they would like to turn back two streets in the City: Alder St (east and west of 95) and Boom Road north of CR 11. The City has maintained these streets for years and the turnback would not add to the City's workload. MnDOT has agreed to pay $60,000 as part of this turnback, which would mainly go toward repair of the Boom Road street and guardrail. Staff recommends the City Council approve the Change in Roadway Jurisdiction Agreement. Motion by Councilmember Junker, seconded by Councilmember Polehna, to adopt Resolution 2022-102, Approving MnDOT Agreement No. 1051063 for Change of Roadway Jurisdiction Agreement. All in favor. Speed Study Mr. Sanders stated that the City solicited proposals for engineering services for a City-wide Speed Study. The scope of the project includes background information, examine existing speed limits, and safety conditions and recommendations. Staff recommends Council approve the engineering services of WSB at a cost of $9,590. Motion by Councilmember Collins, seconded by Councilmember Junker, to adopt Resolution 2022-103, Accepting Proposal and Awarding Contract for Engineering Services for City Speed Study. All in favor. Chestnut Street Plaza TKDA Amendment #3 Mr. Gladhill explained that he and Public Works Director have been working with TKDA to refine a request from TKDA for Contract Amendment #3 for the Chestnut Street Plaza. A key reason for the increase in costs is the need to extend the construction period over two construction seasons. Staff is in discussion with MnDOT about cost share for these increased costs. Additionally, the City may want to consider vibration monitoring due to the age of the adjoining structures. It has been discovered that the bricks on the Water Street Inn are at a critical need for repair, with smaller bricks already failing and falling to the ground. Water Page 7 of 8 City Council Meeting July 26, 2022 Street Inn now has an active Building Permit for brick and masonry repair, which will occur concurrently with the construction of Chestnut Street. In order to protect the City from liability, staff feels strongly that vibration monitoring is necessary. The estimated cost for vibration monitoring is $27,134. Staff recommends that the City Council authorize the contract amendment for Braun Intertec for vibration monitoring and other environmental inspections ($63,505). Motion by Councilmember Junker, seconded by Councilmember Collins, to approve Chestnut Street Plaza TKDA Amendment #3. All in favor. COUNCIL REQUEST ITEMS Mayor Kozlowski noted the need to cancel Summer Tuesdays due to weather. Councilmember Polehna asked that a thank -you be sent to The Locals and sponsors for Lumberjack Days. Police Chief Mueller stated that department staff will send Councilmembers locations where Night to Unite events are occurring in their Ward. ADJOURNMENT Motion by Councilmember Junker, seconded by Mayor Kozlowski, to adjourn. All in favor. The meeting was adjourned at 7:47 p.m. Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk Resolution 2022-098, Approving Amendment to the 2022 Summer Tuesdays Special Event Contract Resolution 2022-099, A Resolution Approving Preliminary Plat for 2001 Washington Ave Resolution 2022-100, Resolution Accepting Proposal and Awarding Contract for Engineering Services for the 72nd Street Road and Trail Improvements Project (Project 2022-04) Resolution 2022-101, Accepting Bid and Awarding Contract for Mid Oaks Lift Station Improvement Resolution 2022-102, Approving MnDOT Agreement No. 1051063 with for Change of Roadway Jurisdiction Agreement Resolution 2022-103, Accepting Proposal and Awarding Contract for Engineering Services for the City Speed Limit Study Page 8 of 8 Page 1 CITY OF STILLWATER LIST OF BILLS 1ST Line/Leewes Ventures LLC 292 Design Group Ace Hardware Action Rental Inc. Adam's Pest Control Advance Auto Parts Alchemy Sound & Vision American Test Center AT&T Mobility 6813 FirstNet AutoNation Battery 11st US Artillery Beehive Industries LLC BlueCross BlueShield Group Medicare BlueCross BlueShield of MN Inc. Bolton & Menk Inc. Boyer Trucks - Lauderdale Canteen Refreshment Services Carey Daniel CDW Government Inc. Cintas Corp - Medical Cintas Corporation CivicPlus CLIMB Theatre Coca-Cola Distribution Computer Integration Technologies Core & Main Corval Constructors Cub Foods Dalco ECM Publishers Emergency Automotive Enterprise FM Trust Ferguson Waterworks #2518 Flexible Pipe Tool Co. Force America Fury Motors Gertens Wholesale Goat Dispatch LLC Gopher State One Call Inc. Grainger Greater Stillwater Chamber of Commerce Guardian Supply Haussner Plumbing LLC Hawkins Inc Helkes Tree Service Heritage Printing Inc. Hildi Inc Hodges Badge Co Inc Snacks for concessions Stillwater St. Croix Valley Study Supplies Mixing trailer & concrete Pest control Equipment repair supplies Sound System Project Test & inspection Locater Equipment repair supplies Cannon demo on the levee July 4th Water meters Retiree Health Insurance Retiree Health Insurance St. Croix River Structure & Mid Oaks Equipment repair charges Concession supplies Reimburse for Work Boots EcoStruxure First Aid Supplies Uniforms & towels AudioEye Enterprise for CivicRec Environmental play Beverages for concessions IS Developer Driveway covers Equipment repair Grocery Supplies Publications Reattach rear radar antenna Lease vehicles Meters Equipment repair supplies 5mb data Equipment repair supplies Pollinator Honey Bee Lawn Goat grazing Locates Supplies & tools Leadership in the Valley Uniforms Plumbing repairs Chemicals Tree removal Business cards & envelopes Professional services 219 Empire 3 547.50 2,200.00 195.56 295.00 170.00 1,291.78 49,999.99 1,415.00 38.23 230.48 2,450.00 1,800.00 13,830.00 18,327.00 8,107.00 2,933.61 624.00 183.04 927.16 223.64 942.53 3,800.91 5,000.00 344.20 185.00 1,200.00 380.00 213.91 531.84 531.65 57.50 9,109.81 1,454.10 645.75 140.00 343.20 108.45 5,000.00 519.75 1,338.84 3,285.00 752.83 1,099.00 3,669.72 18,950.00 463.25 250.00 1,594.28 Holiday Circle K Ice Sports Industry IdentiSys Indianhead Glass Inc Instrumental Research J. Gardner & Associates LLC Kelly & Lemmons PA Kirvida Fire Inc. Kwik Trip Inc Lake Country Door LLC Landbridge Ecological Lawson Products LegalShield LeVander Gillen Miller PA Life Safety Systems Lincoln National Life Insurance Co Linde Gas & Equipment Lockridge Grindal Nauen PLLP Loffler Companies Madden Galanter Hansen LLP Mansfield Oil Company Marie Ridgeway & Associates Marshall Electric Company MaxTodo Marine Services McBroom Laura Menards Mercury Electric Metropolitan Council Metropolitan Council Environmental MHSRC/Range Middle St Croix Watershed WMO Midwest Machinery Co Miller Excavating Minnesota Occupational Health MK Mechanical Inc MN Dept of Labor and Industry MN Secretary of State - Notary Municipal Emergency Services Northern Salt Office Depot Olsen Chain & Cable Inc. Otis Elevator Company Performance Plus LLC Pollard Water Primary Products Co. Pump & Meter Service Inc. Quill Corporation Riedell Shoes Inc. Ries Farms LLC Safe Fast Inc Fuel Skater Membership Color ribbon Glass Water Testing Fire tattoos Prosecution Vehicle repair Fuel Reattach opener to header Stillwater Wall Equipment repair supplies Data Breach Recovery Professional services Fire inspection COBRA Life Insurance Cylinders Labor Relations Misc IT Labor Relations Services Fuel Therapy Electrical repair service Barge services Reimburse for work boots Supplies Electrical service Monthly SAC Wastewater Charge Class fee Watershed Management payment Tie rod assembly Water main repairs & street project Drug screen Building repairs License renewal Jacalyn Norbury notary Nozzles Calcium chloride Office supplies Chain Elevator repair Drug screen Fluoride pumps Supplies Equipment repair supplies Office supplies Skates Dirt disposal Marking paint Page 2 34.64 395.00 206.77 2,506.55 250.88 467.00 7,928.50 607.88 135.28 280.00 2,416.63 343.31 77.70 17,331.91 975.00 3.60 62.32 3,333.33 5,358.75 1,108.38 12,373.20 565.00 967.00 24,075.00 229.99 3,327.59 153.00 2,460.15 171,634.30 635.00 21,969.35 366.38 535,444.06 181.79 1,635.00 10.00 120.00 944.74 2,384.00 142.33 523.60 6,035.99 135.00 9,719.55 805.00 221.87 148.00 68.95 275.12 63.00 Schwantes Sign Solutions Simplifile LC Sirotiak Lauren SiteOne Landscape Supply Springbrook Software St. Croix Boat and Packet Co. St. Croix Recreation Fun Playgrounds Stillwater Motor Company T.A. Schifsky and Sons Taft Stettinius & Hollister LLP Telemetry and Process Controls Thomson Reuters TKDA Toll Gas and Welding Supply Total Mechanical Sery TraffiCalm Systems Tri-State Bobcat United Refrigeration Inc Universal Truck Equipment US Bank Valley Trophy Inc. Verizon Wireless Services Visu-Sewer Inc. Voyant Communications Wasche Commercial Finishes Washington Cty Historical Society Winnick Supply Wruck Sewer & Portable Rental Zep Sales & Service Ziegler Inc. LIBRARY 16 Wins Ace Hardware Amazon Business Brodart Co ECM Publishers Faurot Kimberly Huebsch Service Master Mechanical Inc. Menards Midwest Tape Parcel Arts LLC Per Mar Security Services Scholastic Inc Skye Heather Evelyn Refund duplicate payment Signs & barricades Filing fees Reimburse for license renewal Supplies Monthly UB web payments Dock Space Lease Resilient surfacing engineered wood Equipment repair supplies Water main repairs Professional services WIN-911 Information Charges Lily Lake PRV Cylinders Truck repair Speed trailer Equipment repair supplies Equipment repair supplies Equipment repair supplies Paying agent fees Human right awards plaques SMS Content Sectional liner Phone Teddy Bear Park Teresa Burgess unclaimed ck reissued as donation Floor plate Portable restrooms Supplies Caterpillar Website Maintenance Janitorial Supplies Materials Materials Meeting Date Change Notice Staff Reimbursement Towels & Rugs HVAC Cooling Startup Janitorial Supplies Materials Programs Security Monitoring Programs Programs Page 3 80.50 1,706.76 221.00 65.00 537.76 741.00 2,666.67 9,852.73 299.39 13,925.50 15,000.00 849.00 162.86 1,576.32 48.11 1,895.00 9,545.00 1,331.59 707.00 289.76 1,400.00 56.21 50.00 3,750.00 551.34 11,112.00 100.00 312.38 1,960.19 117.50 263,406.00 380.00 48.34 138.37 6,110.14 32.60 302.62 194.36 1,512.46 92.74 1,641.11 460.00 187.11 442.42 600.00 i11watr THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Honorable Mayor and City Councilmembers FROM: Tim Gladhill, Community Development Director SUBJECT: Encroachment Agreement — 1225 Pine St W BACKGROUND The Property Owners at 1225 Pine St W installed a concrete patio in 2021. While the Property Owners worked with City Staff at the time, the install ultimately exceeding impervious surface limits and required the issuance of a Variance, which was granted by the Planning Commission earlier in 2022. However, upon final approvals of said Variance, it was discovered that the existing patio actually encroached onto public right- of-way. In order to retain said patio, the Property Owner must enter into an Encroachment Agreement with the City. Additionally, the patio was constructed with footings for the purpose of installing a gazebo for shade over the patio area. Staff has been holding approval of the required Building Permit until this issue was resolved. Staff did require that the Property Owner have the area surveyed by a Licensed Surveyor. The Property is somewhat unique in that it is bordered on three (3) sides by public roadways. The Front Yard is adjacent to a County Road (Myrtle Street) and on the side and rear by a lesser used, smaller designed road. ALTERNATIVES • Approve Encroachment Agreement as presented • Deny Encroachment Agreement and request removal of encroaching portion • Postpone Action for further information or revision to proposal RECOMMENDATION Staff does not object to the proposal. ACTION Motion to approve the Encroachment Agreement for 1225 Pine St W. IIIIiiuuiIILi AGREEMENT RELATING TO LANDOWNER IMPROVEMENTS ON 1225 PINE STREET WEST IN THE CITY OF STILLWATER, WASHINGTON COUNTY, MINNESOTA THIS AGREEMENT ("Agreement") is made, entered into and effective this day of , 2022, by and among the City of Stillwater, a Minnesota municipal corporation ("City"), and Darwin M. Dean, a single person and Kimberley Illi, a single person (individually and collectively "Landowner"). Subject to the terms and conditions hereafter stated and based on the representations, warranties, covenants, agreements and recitals of the parties herein contained, the parties do hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1. Terms. The following terms, unless elsewhere specifically defined herein, shall have the following meanings as set forth below. 1.2. City. "City" means the City of Stillwater, a Minnesota municipal corporation. 1.3. City Property. "City Property" means the right-of-way dedicated as Willard Street West in the plat of North Lily Lots, recorded on January 14, 1949, in the Office of the Register of Deeds, Washington County, Minnesota. 1.4. Construction Plan. "Construction Plan" means all of the plans, drawings specifications and surveys on file with the City, as amended and approved by the City Engineer, relating to Landowner Improvements, which are hereby incorporated by reference and made a part of this Agreement. 1.5. Encroachment Area. "Encroachment Area" means the following real property, legally described on Exhibit A, attached hereto and incorporated herein, to be used by Landowner for Landowner Improvements. 1 1.6. Landowner. "Landowner" means individually and collectively Darwin M. Dean, a single person and Kimberley Illi, a single person , and their successors and assigns in interest with respect to the Subject Lot. 1.7. Landowner Improvements. "Landowner Improvements" means Landowner's patio and gazebo which will be located in the Encroachment Area on City Property, depicted on Exhibit B and as detailed on the Construction Plan. 1.8. Landowner Property. "Landowner Property" means the following real property located in the City of Stillwater, Washington County, Minnesota: Lot Seven (7), Block One (1), NORTH LILY LOTS, City of Stillwater, according to the recorded plat thereof, Washington County, Minnesota. Torrens Property PID: 28.030.20.33.0116 1.9. Maintain. As used in this Agreement with respect to the Landowner Improvements, "Maintain" and derivations thereof means to upkeep and repair in accordance with relevant City ordinances and regulations applicable to such improvements. ARTICLE 2 RECITALS 2.1. Landowner owns Landowner Property. 2.2. Landowner Property is being developed with a residential use and will require encroachment on City Property for Landowner Improvements so that the development can have reasonable access to a public street. 2.3. Subject to the terms of this Agreement, the City is willing to allow the Landowner Improvements to be placed within the Encroachment Area, on the condition the Landowner maintains Landowner Improvements. ARTICLE 3 AGREEMENTS 3.1. Construction And Maintenance Of Landowner Improvements. Under the terms and conditions stated herein, Landowner, at its own cost, is hereby authorized by the City to make the Landowner Improvements in the Encroachment Area. The Landowner Improvements shall only be placed at the locations specified in the Construction Plan. The Landowner Improvements must be constructed according to the Construction Plan. Landowner shall not place any other structures, retaining walls, irrigation systems, buildings, fences, landscaping, trees or shrubs in the Encroachment Area, except for the Landowner Improvements, without the City's written consent. 2 After construction, Landowner, at its own expense, shall maintain and repair the Landowner Improvements. 3.2. City Not Responsible For Landowner Improvements. Nothing contained herein shall be deemed an assumption by the City of any responsibility for construction, maintenance, replacement or repair of the Landowner Improvements. 3.3. Continuing Right To Encroachment Area. Nothing contained herein shall be deemed a waiver or abandonment or transfer of the right, title and interest that the City holds to the Encroachment Area. 3.4. Subordinate Position Of Landowner Improvements. The Landowner Improvements are subordinate to the rights of the City in the Encroachment Area. 3.5. Risk Of Loss. Landowner understands and agrees that the Landowner Improvements within the Encroachment Area may be adversely affected by damage caused to Landowner Improvements arising out of the City's use of the Encroachment Area. The parties agree that the City is not responsible for such events; the City shall have no liability to Landowner for such events. Landowner assumes the risk of installing the Landowner Improvements in the Encroachment Area. 3.6. Emergency. The City shall not be required to give such notice if the City's engineer determines that an emergency exists. In such instance, the City, without giving notice to Landowner may perform the work and in such case the Landowner shall reimburse the City for the costs and expenses relating to the work. Once the City's costs and expenses have been determined by the City, the City shall send an invoice for such costs and expenses to the Landowner. The Landowner must pay the invoice within thirty (30) days after the date of the invoice. Such costs and expenses include, but are not limited to, costs charged to the City by third parties such as contractors as well as the costs for City personnel that may have performed the work. Bills not paid shall incur the standard penalty and interest established by the City for utility bills within the City. 3.7. Remedies. If the Landowner fails to perform its obligations under this Agreement, then the City may avail itself of any remedy afforded by law or in equity and any of the following non-exclusive remedies: (a) The City may specifically enforce this Agreement. (b) If Landowner fails to make payments under Section 3.6, then the City may certify to Washington County the amounts due as payable with the real estate taxes for Landowner Property in the next calendar year; such certifications may be made under Minnesota Statutes, Chapter 444 in a manner similar to certifications for unpaid utility bills. The Landowner waives any and all procedural and substantive objections to the imposition of such usual and customary charges on the Landowner Property. 3 Further, as an alternate means of collection, if the written billing is not paid by the Landowner, the City, without notice and without hearing, may specially assess the Landowner Property for the costs and expenses incurred by the City. The Landowner hereby waives any and all procedural and substantive objections to special assessments for the costs including, but not limited to, notice and hearing requirements and any claims that the charges or special assessments exceed the benefit to the Landowner Property. The Landowner waives any appeal rights otherwise available pursuant to Minnesota Statute §429.081. The Landowner acknowledges that the benefit from the performance of tasks by the City equals or exceeds the amount of the charges and assessments for the costs that are being imposed hereunder upon the Landowner Property. No remedy herein conferred upon or reserved to the City shall be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 3.8. Indemnification. The Landowner shall indemnify, defend and hold the City, its council, agents, consultants, attorneys, employees and representatives harmless against and in respect of any and all claims, demands, actions, suits, proceedings, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies including interest, penalties and attorneys' fees, that the City incurs or suffers, which arise out of, result from or relate to any of the following: (a) The Landowner Improvements; (b) Installation and maintenance of the Landowner Improvements; (c) Failure by the Landowner to observe or perform any covenant, condition, obligation or agreement on their part to be observed or performed under this Agreement; and (d) Use of the Encroachment Area for Landowner Improvements. 3.9. City Duties. Nothing contained in this Agreement shall be considered an affirmative duty upon the City to perform the Landowner's obligations contained in Article 3 if the Landowner does not perform such obligations. 3.10. No Third Party Recourse. Third parties shall have no recourse against the City under this Agreement. 4 3.11. Recording. This Agreement shall be recorded with the Washington County Recorder against both the Landowner Property and the Encroachment Area. 3.12. Binding Agreement. The parties mutually recognize and agree that all terms and conditions of this recordable Agreement shall run with the Landowner Property and City Property and shall be binding upon the heirs, successors, administrators and assigns of the parties, for so long as the Landowner Improvements remain on the City Property. 3.13. Amendment And Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any party hereto may extend the time for the performance of any of the obligations of another, waive any inaccuracies in representations by another contained in this Agreement or in any document delivered pursuant hereto which inaccuracies would otherwise constitute a breach of this Agreement, waive compliance by another with any of the covenants contained in this Agreement and performance of any obligations by the other or waive the fulfillment of any condition that is precedent to the performance by the party so waiving of any of its obligations under this Agreement. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. 3.14. Governing Law. This Agreement shall be governed by and construed in accord with the laws of the State of Minnesota. 3.15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 3.16. Headings. The subject headings of the sections this Agreement are included for purposes of convenience only and shall not affect the construction of interpretation of any of its provisions. 3.1. Notice. Notice shall mean notices given by one party to the other if in writing and if and when delivered or tendered: (i) in person; (ii) by depositing it in the United States mail in a sealed envelope, by certified mail, return receipt requested, with postage and postal charges prepaid, or (iii) by proper and timely delivery to an overnight courier service addressed by name and address to the party or person intended addressed as follows: If to City: City of Stillwater Attention: City Administrator 216 North Fourth Street Stillwater, MN 55082 5 If to Landowner: Darwin M. Dean and Kimberley Illi 1225 Pine St. W. Stillwater, MN 55082 or to such other address as the party addressed shall have previously designated by notice given in accordance with this Section. Notices shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, on the third day after mailing if mailed by United States postal service as provided above, or within twenty-four (24) hours if sent via overnight courier service provided, that a notice not given as above shall, if it is in writing, be deemed given if and when actually received by a party. [The remainder of this page has been intentionally left blank.] 6 IN WITNESS WHEREOF, the parties have executed this Agreement the year and day first set forth above. CITY: CITY OF STILLWATER Ted Kozlowski, Mayor Beth Wolf, City Clerk STATE OF MINNESOTA COUNTY OF WASHINGTON ) ) ) ss. On this day of , 2022, before me a Notary Public within and for said County, personally appeared Ted Kozlowski and Beth Wolf, to me personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the City of Stillwater, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed on behalf of said municipality by authority of its City Council and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. Notary Public 7 LANDOWNER: Darwin M. Dean Kimberley Illi STATE OF MINNESOTA COUNTY OF WASHINGTON ) ) ) ss. On this day of , 2022, before me a Notary Public within and for said County, personally appeared Darwin M. Dean, a single person and Kimberley Illi, a single person, to me personally known. This instrument drafted by And after recording, please return to: Korine L. Land (#262432) LeVander, Gillen & Miller, P.A. 1305 Corporate Center Drive, Suite 300 Eagan, MN 55121 651-451-1831 Notary Public 8 EXHIBIT A LEGAL DESCRIPTION OF ENCROACHMENT AREA That part of West Willard Street as dedicated on the plat of NORTH LILY LOTS, City of Stillwater, Washington County, Minnesota, lying southerly and adjacent to Lot 7, Block 1, said plat, which is described as follows: COMMENCING at the southwest corner of said Lot 7; thence on an assumed bearing of South 89 degrees 43 minutes 30 seconds East along the south line of said Lot 7 a distance of 42.51 feet to the POINT OF BEGINNING; thence South 00 degrees 18 minutes 37 seconds East a distance of 6.06 feet; thence North 89 degrees 40 minutes 27 seconds East a distance of 50.25 feet; thence North 00 degrees 15 minutes 16 seconds West a distance of 5.53 feet to the south line of said Lot 7; thence North 89 degrees 43 minutes 30 seconds West a distance of 50.26 feet to the POINT OF BEGINNING. Containing 291 square feet, more or less. A-1 'o EXHIBIT B DEPICTION OF LANDOWNER IMPROVEMENTS SW COkNER OF LOT 7 „Ai 94S30"W 42, 51 - PL PROJECT LOCATION: 1225 PINE STREET W. STILLWATER, MN 55082 PROJECT NO. Z122753 PID#28O3020330116 ���sauu■ [11G AvAa=�0 50.25 - N89 °40'27"E SOUTH LIhSE _WALL SET 1/2" IRON PIPE 67CE OF LOT 7 i ENCRDACHMENTI 5gO18 WEST WILLARD STREET [EASEMENT FOUND [2' \_-RON PIPE MAl2KEP p7jiilil�� DENflEA TES EMENTO AREA ENT CERTIFICATION I hereby certify that this survey, plan 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. CAMEL L. THURMES License No. 25718 Date: 7-14-22 NORTH 0 30 60 Suite *200 970 Northwestern Ave. Stillwater. MN S5QB2 Phone 551.275.8969 dan1tssurvey ,net CORNERSTONE LAND SURVEYING, INC. B-1 TO: 5�l�iwater Administration Mayor and City Council Members FROM: Joe Kohlmann, City Administrator Donna Robole, Human Resources Manager DATE: August 16, 2022 SUBJECT: Flexible Work Arrangement Policy Renewal BACKGROUND The City of Stillwater City Council approved a Flexible Work Arrangement Policy for city staff in August 2021. The policy was approved on a one-year trial basis, effective September 1, 2021. The decision followed work by city staff who had formed a Workplace of Tomorrow Team in 2020, amidst the onset of the COVID-19 pandemic. The team was comprised of employees from all departments including the Library and Rec Center. On May 18, 2021, the group made a recommendation supporting new business operations processes created during the pandemic that worked well and should be considered for the future. One of those recommendations was to implement a flexible work arrangement policy. The City's flexible work arrangement is a business and workplace strategy, not an employee benefit or employee right, and approval or denial is at the sole discretion of the City. The City seeks to effectively address the needs of the City, the personal needs of the employee, the needs of their departments, and strives to provide for a responsibly managed workplace. Ten percent of eligible City staff applied for and were approved for a flexible work arrangement. Staff and supervisors affirm the hybrid work model boosts productivity, creativity, well-being and retention. The City's goal is to maintain or improve employee productivity while providing employees with futuristic scheduling options that foster a productive, healthy and safe workplace. RECOMMENDATION The existing Flexible Work Arrangement Policy has been effective during this past year, and should be renewed for an additional one-year period, effective September 1, 2022. Therefore, staff recommends adoption of the resolution entitled, "Approving Flexible Work Arrangement Policy." City of Stillwater Washington County, Minnesota RESOLUTION 2022- APPROVING FLEXIBLE WORK ARRANGEMENT POLICY WHEREAS, the City of Stillwater, complies with Federal and state labor laws; and WHEREAS, a flexible work arrangement is a business and workplace strategy, not an employee benefit or employee right, and approval or denial is at the sole discretion of the City; and WHEREAS, the City's goal is to maintain or improve employee productivity in the delivery of public services while providing employees with scheduling options that foster a productive, healthy and responsibly -managed workplace. NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Stillwater hereby approves a one-year program for September 1, 2022 to September 1, 2023 offering a flexible work arrangement option to individuals employed by the City of Stillwater pursuant to the attached flexible work arrangement policy. Adopted by the Stillwater City Council this 16th day of August, 2022. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk CITY OF STILLWATER Flexible Work Arrangement Policy Scope This policy governs work -life opportunities of employee groups with the City of Stillwater. All City of Stillwater employees (union or non -union, full time or part-time) may be considered for a flexible work arrangement with the following considerations: • Must be employed with the City for six or more months • Must have satisfactory performance Goal The City's goal is to maintain or improve employee productivity while providing employees scheduling options that foster a productive, healthy and safe workplace; and helps employees effectively integrate and manage their work and personal life responsibilities, and can enhance their overall well-being and improve job satisfaction. A flexible work arrangement is a business and workplace strategy, not an employee benefit or employee right, and approval or denial is at the sole discretion of the City. The City seeks to effectively address the personal needs of employees and the needs of their respective units and strives to provide for a responsibly managed workplace through careful selection, preparation, and accountability of supervisors, managers and leaders. Definitions Core Hours: A fixed block of time when staff are expected to be available. For the City of Stillwater, those hours are Monday through Friday between 9:00 a.m. and 3:00 p.m. Employees must be available during their normal work hours. Employees should be reachable by telephone, video conferencing or some other form of live communication during the workday, as per their arrangements with their supervisor and coworkers. Employee Responsibility: The City expects employees to contribute to a welcoming, inclusive and positive workplace; and support each other in effectively managing work and life responsibilities. Employees shall be held accountable for workplace behaviors consistent with all applicable City administrative policies, rules and collective bargaining agreements. Employer Responsibility: Leaders, managers and supervisors shall be held accountable (and recognized) for efforts that address the business needs of the City and promote employee well- being. Flexible Work Arrangements: Flexible work (Arrangements shall mean alternatives to the standard schedule for individual positions, including flex time and remote work arrangements. Well -Being: The physical, mental, psychological and emotional health of the employee. 1 City of Stillwater, Minnesota August 16, 2022 Types of Flexible Work Arrangements Flextime; An arrangement in which an individual's total number of hours worked over the course of a workweek [non-exempt employees) or a two -week pay period (exempt employees] does not change, but there is flexibility in an individual's scheduled starting and ending times. Flextime options can include: • Fixed starting/ending times that change periodically • Starting/ending times that vary by day (e.g. Four 9-hour days and one 4-hour day) Remote work arrangement: A regular, routine arrangement that allows the employee to perform a portion of their job outside of the City office. This type of arrangement specifies the number of hours to be worked outside of the office and the specific days on which the work will occur. Employees must be self-disciplined, self -motivated, and comfortable working away from the office and without direct oversight. Positions suited for remote work arrangements are those that can be performed successfully with minimal supervision and limited face-to-face contact. There are three types of remote work arrangements [telecommuting]: • Intermittent - usually unplanned. Time is taken in separate blocks of time, or a reduced schedule, for a planned reason. An intermittent schedule is set at 12 occurrences per year. Permission should be documented and can be granted via e-mail exchange. Intermittent remote work does not require a formal written agreement and is dependent upon the mutual consent of the employee and their supervisor • Short -Term - an arrangement that is for two weeks or less and may not require a formal written agreement and is dependent upon the mutual consent of the employee and their supervisor • Long -Term - an agreement that lasts for more than two weeks, requires approval by supervisor and department head and meets all requirements as defined in this policy Process for Requesting a Flexible Work Arrangement 1. An employee must complete a flexible work arrangement request form and submit the form to their supervisor. 2. The supervisor will arrange a time with the employee to discuss the flexible work arrangement request. 3. Both the supervisor and the employee should use the meeting as an opportunity to ask clarifying questions and ensure that both the supervisor and the employee have the same mutual understanding about how the arrangement may work. 4. The request should be modified as necessary based on the discussion. 5. The supervisor makes a determination as to whether the request is approved. b. If approved, the request will be submitted to the department head for final approval. The determination of the department head is final. 2 City of Stillwater, Minnesota August 16, 2022 7. The department heads can submit an exception request to the City Administrator for review and approval. 8. The approved request is routed to Human Resources who places it in the Personnel file. 9. Approved requests expire after 12 months. Each year thereafter, the employee can request renewal and approval of same or modified request for another 12 months. Guidance for All Flexible Work Arrangements 1. A flexible work arrangement is intended to formalize a short-term or long-term arrangement. 2. Flexible work arrangements must comply with State and Federal employment laws that apply to all City employees. This includes, but is not limited to, the Fair Labor Standards Act (FLSA), which regulates payment of overtime for exempt and non-exempt employees and which, for non-exempt employees, governs matters such as required breaks. 3. Employees requesting a flexible work arrangement will evaluate: • How the proposed schedule will sustain or enhance the ability to get the job done and the ability of the work unit to maintain productivity and customer service • What potential challenges, including potential additional costs, could the requested alternative work schedule raise with: a. External or Internal Customers b. Co-workers c. Supervisor • What reasonable measurement would the employee propose for the employee and the supervisor to constructively monitor the alternative work schedule and assess performance (e.g., productivity and service) is meeting or exceeding expectations? 4. The supervisor will review and discuss request with employee ensuring that all aspects of the agreement are addressed. Factors to consider when determining if the employee is a candidate for telecommuting include but is not limited to: • Ability for the supervisor to maintain an office presence during normal business hours without the employee. • Ability to perform job duties from a remote location, e.g. not customer facing, does not provide office coverage, etc. • Ability to perform job duties during approved work schedule and be available during normal work hours. • Ability to monitor or measure employee's work product. • Availability of tools for remote work, i.e., VAMP, collaborative work forums such as Zoom, etc. The employee must be reachable by telephone, e-mail, and camera -on videoconferencing at a minimum. • Employee's past and current job performance. • Employee's work skills such as time management, organizational skills, self -motivation, ability to work independently, etc. 3 City of Stillwater, Minnesota August 16, 2022 S. Flexible work arrangements must comply with all applicable City rules and regulations as well as any applicable departmental rules, policies and procedures. 6. The job duties, responsibilities and obligations of the position are not affected by a flexible work arrangement. 7. All employees with a flexible work arrangement must comply with overtime procedures as outlined in the Employee Handbook (non -union employees) or Labor Agreement (union employees). 8. Those with flexible work arrangements will be held to the same performance standards as they would if they did not have a flexible work arrangement. 9. Department heads are responsible for determining the job -related criteria that will be used to evaluate and approve employee requests for flexible work arrangements. Not all positions may be appropriate for flexible work arrangements. Seniority is not a basis for selecting employees for a flexible work arrangement. 10. Supervisors may need to temporarily adjust work schedules to meet the operational needs of the division. Employees must be able to report to work accordingly with little or no notice. 11. If an employee needs to temporarily deviate from their flexible work arrangement, the employee should seek and receive prior approval from their supervisor, Any changes to work hours should be reviewed and approved by the supervisor in advance. 12. If a holiday falls on a day when an employee is generally scheduled to work more than eight hours, the employee may either make those additional hours up elsewhere in the week (non- exempt employees) or pay period (exempt employees) or use vacation to supplement the rest of the scheduled workday. 13. Flexible work arrangements are not guaranteed or permanent. If the needs of the employer or the employee change, either party can request adjustments. The Supervisor/Department Head or the employee may cancel the arrangement by providing written notice up to 10 working days in advance, with a review and a determination occurring within the timeframe. Approved Flexible work arrangements can be canceled at any time for any reason, by either party. 14. Those who are non-exempt (hourly) must report actual hours worked and may not work overtime or additional hours that generate night or weekend differentials, without advance approval. Differentials are not available if the employee chooses to work into the evening or weekend of their own benefit. 15. Approved requests must be reviewed and renewed annually. 16. Family Medical Leave Act (FMLA) and Americans with Disabilities Act (ADA): This policy is not intended to cover situations in which an employee is requesting FMLA leave for qualifying reasons or is requesting that the employer provide an accommodation under the ADA due to a qualifying disability. Such requests must be directed to the Human Resources manager and appropriate procedures and paperwork completed. 4 City of Stillwater, Minnesota August 16, 2022 Remote Work Arrangement - IT Equipment and Work Supplies 1. Supervisors are responsible for determining the type of equipment and supplies needed to support a remote worker. The City will neither provide nor pay for remote connectivity, whether in whole or in part. 2. The City assumes responsibility for the maintenance and repair of all City -owned equipment, except in cases where damage occurs through an employee's gross negligence. 3. Equipment, hardware and software furnished by the City remains the property of the City and is subject to the same business use restrictions as if the equipment were located in the main business office. City -owned software should not be installed on employee hardware unless authorized by the City. Employee -owned software should not be installed on City -owned equipment. 4. All City -owned hardware, software, supplies, documents and other information or property remains the property of the City no matter where it is located, and shall be returned prior to termination of employment or at the request of the City. 5. Remote workers will be responsible for promptly notifying their manager of an equipment malfunction, failure, theft or damage of City -owned equipment. if the equipment malfunction prevents the remote worker from performing assigned tasks, they must notify their supervisor immediately. They may be assigned to perform different tasks or to return to the City office depending on their particular circumstance. 6. City -provided equipment, software, data, and supplies and other equipment are solely for the purposes of conducting City business. 7. Office supplies needed for remote work will be obtained from the City office or through the normal supply procurement process. Reimbursement for supplies purchased outside of this process will not normally be allowed unless there has been prior agreement between the employee and their supervisor regarding the necessity for purchase outside the City process. Remote Work Arrangement - Data Privacy/Information Security 1. Provisions of the Minnesota Government Data Practices Act and program data privacy policies must be followed when performing work away from the City office. 2. Physical files and/or documents with private data (e.g. client files) may not leave the City office. 3. Remote workers must provide security for the data and information that is used outside the City office. 4. Access to shared drives will be completed only on City -owned hardware and via a Virtual Private Network (VPN) connection. All electronic work produced shall be saved on the City network. 5. Data created and maintained on a remote worker's personal device, if generated for the 5 City of Stillwater, Minnesota August 16, 2022 purpose of conducting City business, is subject to the City's record management and data privacy rules and regulations. This means that proper retention and disposal procedures as well as data privacy protections are required. Such data remains the property of the City. Remote Work Arrangement - Communication and Travel 1. Remote workers are responsible for having a designated work area that allows them to report to the office with one hour's notice or within the employee's normal commute, in the event an employee's commute is longer than one hour. 2. Travel to and from the main business office for purposes of meetings or other work requirements shall not be considered compensable hours and mileage will not be reimbursed, 3. A remote worker who is scheduled to work at home on a day that is declared to be an emergency closing is expected to work at home as scheduled. 4. Remote workers are expected to develop an effective communication strategy with their supervisor and other team members. It is expected that remote workers will be reachable by telephone or electronic communication during core and/or other agreed -upon work hours and that messages will be returned promptly, just as they would be if the employee were working at the City office. Additionally, employees and supervisors should participate in check -in meetings to ensure that the supervisor is fully apprised of the work that employee is performing, and to give the employee appropriate opportunities to seek guidance on their work. 5. Remote workers are expected to attend all assigned office meetings related to the performance of their job, including those scheduled on a day otherwise assigned for remote work. Remote Work Arrangement - Work Environment, Tax and Insurance Considerations 1. Remote workers are responsible for providing a work area suitable to completing the work assigned. The area should be ergonomically appropriate, safe, free from distraction, and provide sufficient discretion and privacy to carry out necessary tasks. Remote workers are solely responsible for the costs associated with making any designated work space compliant. 2. A remote worker's existing insurance policy may not include coverage for liability arising out of the use of a residence for a business purpose. Remote workers are solely responsible for determining an appropriate level of coverage based on their own circumstances. 3. Federal and State tax implications of remote work and the potential use of a home office are the responsibility of the employee. 4. An employee is covered by all benefits and laws pertinent to the course and scope of employment while working remotely, Any injury that occurs within the course and scope of employment must be immediately reported to the employee's supervisor. If an employee has a designated home workspace, that space is considered an extension of the City's workspace during scheduled remote work hours for purposes of worker's compensation. 6 City of Stillwater, Minnesota August 16, 2022 5. A remote work arrangement is not a substitute for dependent or childcare, Time spent working cannot also be used for the care of dependents. Note: Pilot Policy approved by Stillwater City Council on August 10, 2021, with a one-year review period to follow. 7 Flexible Work Arrangement Request Form — City of Stillwater To request a Flexible Work Arrangement, please complete the following request form and submit to your supervisor for review. Employee Name (print clearly): Requested Start Date: End Date: Minimum of 10 working days after submission Criteria for Consideration: ❑ Employee has achieved employment 6 months with the City of Stillwater ❑ Employee Has Satisfactory Performance with the City of Stillwater Type of Flexible Work Arrangement Requested: ❑ Flextime O Remote Work Arrangement (select one of the following): 0 Short -Term 2 weeks) 0 Long -Term (> 2 weeks) Reason for Request: List your current schedule & requested schedule: Current Schedule Requested Schedule Begin/End Times Begin/End Times Sun. Mon. Tues. Wed. Thur. Fri. Sat. Total Work HoursAVVk. Sun, Mon. Tues. Wed. Thur. Fri. Sat. Total Work Hours/Wk. By signing below, I attest that I have read and understand the Flexible Work Arrangement Policy and will adhere to the schedule outlined above. I understand that prior approval is required, including any subsequent change to, or discontinuation of, a different alternative work schedule. Final approval is the responsibility of the Department Head and; if approved, my flexible work arrangement can be cancelled at any time for any reason, by either party. Employee Signature: Date: Supervisor Signature: Date: ❑ Approved. The arrangement will be reviewed an. ❑ Denied Comments/Explanation if Denied. Checkpoints: Employee and Supervisor will maintain checkpoints at the following frequency Dept. Head Signature: Date: ❑ Approved ❑ Denied Comments/Explanation if Denied. EXCEPTION REQUEST Department Head describes circumstances that justify the request for an exception: Dept. Head Signature: Date: City Administrator: Date: ❑ Approved ❑ Denied Approved requests expire after 12 months. Each year thereafter, the employee can request renewal and approval of same or modified request for another 12 months. Distribution: Copies to employee and supervisor, route original to Human Resources for p-file Human Resaurces\HR-Secured Aug 17 2021 iliwatet THE BIRTHPLACE OF MINNESOTA DATE: August 11, 2022 TO: Honorable Mayor and City Councilmembers FROM: Beth Wolf, City Clerk SUBJECT: Solid Waste, Recycling and Roll -off Hauler License DISCUSSION: T & T Disposal LLC has submitted the required information and fee for a 2022 Roll -off only Haulers License. RECOMMENDATION: Staff recommends approval contingent upon the satisfactory completion of application submittal requirements. ACTION REQUIRED: If Council concurs with the recommendation, they should pass a motion approving a ROLL -OFF HAULER LICENSE to T & T Disposal LLC contingent upon the satisfactory completion of application submittal requirements. i11watr THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Honorable Mayor and City Councilmembers FROM: Tim Gladhill, Community Development Director SUBJECT: Revised Contract with Passport Labs for Addition of Mobile Payment Option for Public Lots #1 & #2 and Parking Ramp BACKGROUND At the July 5, 2022 City Council Meeting, the City Council approved a contract with Passport Labs for mobile payment system in portions of the Downtown Parking District, with revisions added by the City Attorney. One of those revisions required additional negotiation with Passport Labs, and a revised version is offered for approval. The revised version includes a liability cap of $1.5M (for any issues related to the agreement) and a mutual indemnification clause. Specifically, the language below is agreed to by both parties, pending City Council approval. 20. LIMITATION OF LIABILITY AND MUTUAL INDEMNIFICATION 20.1. IN NO EVENT SHALL PASSPORT'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED $1.5 MILLION. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COST OF COVER, PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (A) TO CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; OR (B) IN THE EVENT OFA BREACH OF THE PARTIES' CONFIDENTIALITY OBLIGATIONS CONTAINED IN THIS AGREEMENT. RECOMMENDATION The City Attorney recommends approval of the revised contract attached hereto. Passport Labs agrees to the revisions. ACTION REQUESTED Motion to approve the revised contract with Passport Labs for mobile payment option for Downtown Parking. SOFTWARE LICENSE AND SERVICE AGREEMENT This Software License and Service Agreement is effective as of (the "Effective Date") and entered into by and between Passport Labs, Inc., a Delaware corporation ("Passport"), and City of Stillwater, Minnesota ("Customer"). Passport and Customer are each a "Party" and collectively the "Parties." Passport is in the business of providing, and Customer desires to obtain from Passport, certain parking- or transit -related software, hardware, and/or related services. This Agreement establishes the master terms and conditions that will apply to Customer's purchase from Passport of the products and services under this Agreement and Passport's delivery of the same to Customer. In consideration of the mutual promises and covenants contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meaning set forth below (or as otherwise defined in the Agreement): 1.1. "Agreement" means this Software License and Service Agreement, the Product -Specific Terms, the Order Form(s), the Statement(s) of Work, and all other attachments, exhibits, and schedules hereto. 1.2."Confidential Information" means all information of either Party ("Disclosing Party") which is disclosed to the other Party ("Receiving Party") pursuant or in relation to this Agreement (a) if in written form, that is marked "Confidential," "Proprietary," or with words of similar import; and (b) if in written form, but not marked "Confidential," "Proprietary," or with words of similar import, or if disclosed verbally that a reasonable person would regard such information as confidential under the circumstances of disclosure or in view of the nature of the information. Confidential Information includes, by way of illustration and not limitation, this Agreement, the Passport System and all components thereof, the Intellectual Property, and all non-public know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts, customer lists, financial information, pricing information, marketing information, and product plans. 1.3. "Customer" is the entity specified in the preamble and includes any entity directly or indirectly controlling, controlled by, or under common control with Customer including, without limitation, any subsidiary, affiliate, or parent of Customer on the Effective Date of this Agreement. 1.4. "Documentation" means the technical documentation for the Passport System provided by Passport to Customer, including all updates and versions thereof, whether in the form of electronic or printed materials, magnetic media, or machine-readable format. 1.5. "End User" means any individual who uses any component of the Passport System to transact for any Product. 1.6. "Go -Live Date" means the date on which the Passport System, or any individual Product thereof if more than one Product is purchased under this Agreement, is launched and begins to be utilized by Customer. 1.7. "Initial Term" means a period of thirty-six (36) months from the Go -Live Date, unless otherwise indicated in an Order Form. 1.8. "Intellectual Property" means all tangible and intangible property of Passport or its third -party vendors provided to Customer pursuant to this Agreement that is embodied in or used in connection with the Passport System, including, without limitation, trade names, source code, trademarks, copyrights, patents, and trade secrets, and/or which is protected or is protectable under copyright, patent, trade secret, service mark, trademark, or other intellectual property laws and/or regulations. 1.9. "License Fees" means the fees owed to Passport in consideration of providing Customer the Passport System pursuant to this Agreement as memorialized in the Order Form or elsewhere in the Agreement. 1.10. "Licensed Hardware" means the Passport hardware and any Third Party Hardware as more particularly set forth in an Order Form. 1.11. "Licensed Software" means the Passport software and any Third Party Software as more particularly set forth in an Order Form. 1.12. "Order Form" means that certain form bearing the same caption on which the Products, Third Party Products, and any other software, hardware, products, or services ordered by Customer under this Agreement, among other things, are specified. 1.13. "Passport System" means collectively the Licensed Software, Licensed Hardware, Documentation, and any Third Party Products licensed or sold under this Agreement by Passport to Customer. 1.14. "Product" means any product offered by Passport, including a mobile payments for parking platform, a citation issuance and management platform, a digital permits platform, a mobile payments for transit platform, a micromobility management platform, and a unified platform for the management and distribution of parking rates and business rules, as well as any other product identified in an Order Form. 1.15. "Product -Specific Terms" means those separate legal terms appended to this Agreement that apply to each Product purchased by Customer under this Agreement. 1.16. "Renewal Term" means a period of twelve months following the Initial Term, unless otherwise indicated in an Order Form. 1.17. "Statement of Work" or "SOW" means a statement of work agreed upon by the parties with reference to each Product purchased under this Agreement and appended to this Agreement or to an Order Form. Any variation to a Statement of Work must be memorialized in a change order that is agreed upon and signed by the parties. 1.18. "Substantial Completion Date" means the date that Passport has completed configuring the Passport System, or any individual Product thereof if more than one Product is purchased under this Agreement, to the specifications as set forth in the applicable SOW and is ready to be launched and utilized by Customer. Passport will notify Customer when it has achieved the Substantial Completion Date for each Product. 1.19. "Term" means the Initial Term and any Renewal Term(s). 1.20. "Third Party Hardware" means the hardware (and any related software embedded in or distributed with the hardware by the manufacturer of such hardware) manufactured by third parties and resold and/or sublicensed by Passport to Customer. 1.21. "Third Party Products" means Third Party Hardware and Third Party Software. 1.22. "Third Party Software" means all software owned by third parties, sublicensed by Passport to Customer and integrated into or interfaced by Passport into the Passport System. 2. SERVICES 2.1. Performance. Passport shall perform the services and deliver the software and products under this Agreement in a competent, professional, and workmanlike manner consistent with industry practices. Passport will maintain all permits, certificates and licenses required by applicable law and Passport's 2 employees performing the services will be qualified to perform the services and licensed as required. Passport will at all times during the Term be duly organized, validly existing and in good standing under the laws of the state of Delaware. 2.2. Order Forms. The Order Form shall set forth what Passport is to provide to Customer under this Agreement. To the extent Customer wishes to procure, and Passport wishes to provide, any additional products or services, the parties shall enter into one or more additional Order Forms as applicable that shall each form a part of and be subject to this Agreement. 2.3. Products. As of the Effective Date, Passport provides the Products (as defined above) in the marketplace (as well as related Third Party Products). Customer may request the addition of any Products and related services to the extent not provided by Passport to Customer as of the Effective Date and any additional software or platforms developed by Passport from and after the Effective Date, which shall be memorialized in a subsequent Order Form along with any additional terms (if applicable). 3. COMPLIANCE WITH LAW 3.1. In providing the services under this Agreement, Passport will comply at its sole cost and expense with all applicable federal, state, provincial, county, and municipal laws, statutes, rules, regulations and ordinances. 4. LICENSE; SERVICES 4.1. License Grant. Subject to the terms and conditions of this Agreement and all Third Party Software licenses, including, without limitation, the payment of all applicable License Fees, Passport hereby grants Customer a revocable, non-exclusive, nontransferable, non-subleaseable, and non -assignable license to use the Passport System during the Term for Customer's own internal operations in accordance with the terms of, and subject to the restrictions contained in, this Agreement. 4.2. License Restrictions. As a condition to the license set forth in Section 4.1, Customer shall not, directly, indirectly, alone, or with another person or entity (a) decompile, disassemble, interpret, reverse engineer, translate, or otherwise determine or attempt to determine any source code, algorithms, or underlying ideas of the Licensed Software or any portion thereof; (b) remove or modify any Passport or third -party markings, identification, copyright, or other notices from the Passport System; (c) sublicense, provide, lease, lend, pledge, use for timesharing or service bureau purposes, or allow others to use the Passport System to or for the benefit of third parties; (d) modify, change, incorporate into other software, create any databases other than as permitted herein, or create a derivative work of any part of the Licensed Software or Documentation; (e) disclose results of any performance information, analysis, or program benchmark tests without Passport's prior written consent; (f) make the Passport System, in whole or in part, available in any manner to any third party; (g) install or use the Passport System in any manner not in accordance with the license grant pursuant to Section 5.1; or (h) attempt to do any of the foregoing whether individually or with others. 4.3. No Other Licenses. Except as specifically granted in this Agreement, no license or other right is granted, either directly or indirectly, by implication or otherwise, to Customer, and all other rights are expressly reserved to Passport or its third -party vendors, as applicable. 5. THIRD PARTY PRODUCTS 5.1. The successful delivery of the Passport System may require that Customer use certain Third Party Products depending on Customer's operations, and, if so, Customer will be notified. Customer agrees to be bound to all licenses, obligations, restrictions, and limitations in connection with any Third Party Products. Excluding warranty of title to any Third Party Products, all other Third Party Product warranties, including, without limitation, warranties with respect to materials, workmanship, capability, and intellectual property rights are made by such manufacturers and not by Passport. Passport will use commercially reasonable efforts to pass through to Customer for Customer's benefit all end -user warranties 3 that the Third Party Products vendor(s) provides directly to Passport. Customer will look solely to such vendors or manufacturers for all remedies under such warranties. 6. INTELLECTUAL PROPERTY 6.1.Ownership. Customer acknowledges and agrees that the Intellectual Property is exclusively owned by and reserved to Passport, or to Passport's Third Party Software or Third Party Hardware providers, as the case may be, and Passport or such Third Party Software or Third Party Hardware providers will retain all right, title, and interest in the Intellectual Property. Customer will neither acquire nor assert any ownership or other proprietary rights in the Intellectual Property or in any derivation, adaptation, or variation thereof (regardless of who creates the derivation, adaptation, or variation) except as otherwise explicitly set forth in this Agreement. 6.2. Feedback. Nothing in this Agreement or in the Parties' dealings arising out of or related to this Agreement will restrict Passport's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback (as defined below), without compensating or crediting Customer or the individual providing such Feedback, except to the limited extent that Section 21 (Confidentiality; Trade Secrets) governs Feedback that constitutes Customer's Confidential Information. Notwithstanding the provisions of Section 21 (Confidentiality; Trade Secrets), Customer may not designate Feedback as its Confidential Information to the extent that such Feedback relates to the Passport System. "Feedback" refers to any suggestion or idea for improving or otherwise modifying the Passport System. 7. PRIVACY POLICY; TERMS OF USE 7.1. End users' use of the Passport System shall at all times be governed by Passport's Privacy Policy, which can be viewed at https://passportinc.com/privacy-policy/, and Passport's Terms and Conditions, which can be viewed at https://passportinc.com/terms-and-conditions/. Passport's Privacy Policy and Terms and Conditions may be amended from time to time in Passport's sole discretion. 8. SUPPORT SERVICES 8.1. Customer Support. Passport will provide telephone and email support to Customer's staff Monday through Friday between 8:00 a.m. to 7:00 p.m. ET to address technical support issues. Passport will provide 24/7 after-hours telephone support. Passport can be contacted for support issues at: • 980-939-0990 or via email at help©passportinc.com (Monday -Friday 8AM-7PM ET) • 866.815.3043 or help247@passportinc.com (after-hours support) 8.2. End User Support. Customer shall provide initial support, including inquiries via telephone and email, for End Users. If Customer is unable to address End User inquiries, Customer may direct End Users to Passport's End User support team, which is available Monday through Saturday between the hours of 8:00 a.m. to 9:00 p.m. ET at 704-817-2500 or via email at support@passportinc.com. Customer should not display Passport's support phone numbers (or other direct contact information for Passport) on any marketing or signage visible by End User. 9. PRODUCT UPDATES 9.1. Updates. To the extent that Passport releases any system -wide improvements, modifications, updates, or enhanced versions of the Licensed Software during the Term, the improvements, modifications, updates, or enhanced versions will, when available, be provided to Customer at no charge and will automatically be subject to the terms of this Agreement. 9.2. New Features. Customer may request new features or functionality to be built into the Passport System, and, to the extent that Passport plans in its sole discretion to incorporate such requested new features or functionality into the Passport System, Passport will develop such features and functionality at no cost to Customer pursuant to Passport's development timeline. If Customer desires to expedite such 4 development, Passport may, in its sole discretion, charge Customer an expedite fee to develop the requested features or functionality, provided, however, that Passport shall first notify Customer of the expedite fee and receive written approval from Customer to proceed. If Customer's requested features or functionality are created for Customer's use and Passport does not plan to incorporate such requested features into the Passport System, Passport may, in its sole discretion, charge Customer a custom development fee for the development of such features or functionality, provided again, however, that Passport shall first notify Customer of the custom development fee and receive written approval from Customer to proceed. 10. UPTIME 10.1. Passport will provide the Passport System with Uptime (as defined below) of at least ninety-nine percent (99.0%) calculated over a rolling six-month period ("Uptime Guarantee"). For any month during which the Passport System uptime drops below the Uptime Guarantee, Passport will provide a billing credit in an amount equal to the percentage difference between a) the lowest uptime reached at any point during the month (calculated on a rolling six month period) and b) the Uptime Guarantee, multiplied by the total fees payable to Passport for such month. For example, if Uptime falls to ninety-five percent (95.0%) during a given month and if during that month the fees payable to Passport were one hundred dollars ($100.00), Passport will issue a billing credit of four dollars ($4.00). Uptime is defined as any period of time during which end users of the Passport System can use the Passport System, excluding any scheduled maintenance performed by Passport after hours or unavailability or impaired functionality of the Passport System due to causes outside of Passport's reasonable control (e.g., disruptions caused by Passport's hosting or payment processing partners). 11. FEES; PAYMENT 11.1. License Fees. In consideration for the licenses granted to Customer under this Agreement, Customer shall pay to Passport the License Fees. 11.2. Annual License Fees. For License Fees that are payable on an annual basis, as indicated in an Order Form, License Fees for the first year of the Term are due and payable upon the Effective Date and, thereafter, on the anniversary of the Effective Date for the duration of the Term. 11.3. Third Party Products Fees. Customer shall pay Passport all fees related to Third Party Products supplied to Customer under this Agreement as set forth in an Order Form (collectively, the "Third Party Product Fees"), if applicable. Fees for Third Party Products provided through Passport from and after the Effective Date may be subject to change based on the then -prevailing market rates of any Third Party Product provider for such products. 11.4. Implementation or Monthly Minimum Fees. Customer shall pay Passport the implementation fees or monthly minimum fees, if any, as set forth in an Order Form. 11.5. Fee Assumptions. Passport's License Fees, gateway services fees, and merchant services provider fees as set forth in this Agreement as of the Effective Date are conditioned upon certain underlying information pertaining to Customer's operations provided to Passport by Customer relating to transaction volume (e.g., number of mobile pay transactions, number of citations written, or number of parking permits purchased), transaction rates (e.g., hourly parking rates, citation rates, and permits rates), and average dollar amount of transactions as of the Effective Date, as well as card network fees in effect as of the Effective Date. To the extent there are non -trivial changes in any of the foregoing from and after the Effective Date, the License Fees, gateway services fees, and/or merchant services provider fees are subject to change to maintain, as closely as possible, the economic arrangement anticipated, or subsequently achieved, based on the information and card network fees in effect as of the Effective Date. Passport and Customer shall negotiate in good faith with respect to the same, provided, however, that Passport shall not be obligated to continue providing the Passport System if the Parties are unable to reach agreement on a revised fee structure. 5 11.6. Expenses. Customer shall reimburse Passport for any travel, lodging, and meal expenses incurred in connection with Passport's performance under this Agreement, which shall be invoiced as incurred. 11.7. Payment Terms. Unless otherwise indicated in an Order Form, all payments due to Passport hereunder are due and payable within thirty (30) days after the date of the invoice. Any amounts not timely paid shall bear interest at the rate of one and one-half percent (1.5%) per month from the due date or, if lower, the maximum rate permissible by law. If Customer fails to remit payment when due, Passport will have, in its sole discretion, the right to immediately suspend or terminate Customer's access to the Passport System in accordance with Section 17.2.1 and/or withhold funds in Passport's possession that would otherwise be remitted to Customer, in addition to any other remedies available to Passport under this Agreement or under law. Unless otherwise specified in an Order Form, all amounts payable to Passport hereunder are payable in full in United States Dollars without deduction or set off and shall be in addition to all tax obligations of Customer. If a currency other than the U.S. Dollar is specified in the Order Form, the exchange rate will be fixed at the foreign exchange rate published by the United States Federal Reserve on the date the remittance of payment is made or pursuant to a suitable commercially available service to the extent utilized by Passport in its sole discretion. If Customer requires remittance of funds by check or custom invoicing inconsistent with Passport's standard format, Passport reserves the right to assess reasonable additional fees that shall be communicated and agreed upon with Customer in advance. 12. CUSTOMER OBLIGATIONS. In addition to the payment of fees as set forth above any other obligations of Customer set forth in this Agreement, Customer shall also be subject to the following covenants: 12.1. Customer shall use Passport as Customer's sole provider for the Products and services procured by Customer under this Agreement and any substantially similar products or services provided by other vendors that are capable of being provided by Passport. 12.2. Passport's pricing is conditioned on Customer's continuous use of the Passport System throughout the Term consistent with historical use of the Passport System or any predecessor system. Customer covenants that it will not, during the Term, take any action that would materially diminish or cease the use of the Passport System, except in the case of a termination pursuant to Section 17.2. 12.3. From and after the Effective Date, Customer shall cooperate reasonably and promptly with Passport, and devote sufficient personnel and resources, to support the configuration and implementation of the Passport System through and including the Substantial Completion Date and Go - Live Date, and thereafter as reasonably necessary to continue the ongoing operations and maintenance of the Passport System on behalf of Customer. 13. PAYMENT GATEWAY PROVIDER 13.1. Passport is a payment gateway provider and shall provide payment gateway services to Customer in connection with the Products delivered under the Passport System at the rates indicated in the Order Form. 14. MERCHANT SERVICES PROVIDER 14.1. Passport Labs, Inc. is a full -service Merchant Services Provider, meaning a service provider certified by the major card networks (Visa, Mastercard, Discover, and American Express) to process credit and debit card transactions. Passport maintains itself as the merchant of record and Merchant Services Provider in connection with the provision of the Passport system. Customer will be responsible for paying all transaction and processing fees as defined in the fee schedule. Passport may change or add fees and/or charges following a major network update that significantly impacts the merchant costs assumed by Passport and will communicate applicable updates through Passport's Service Delivery Process. Upon notice of changes, such fees and/or charges shall be immediately payable by Customer 6 when assessed by Passport. Should additional fees or charges be deemed commercially unreasonable, Customer has the option to terminate this Agreement within fifteen (15) days of notice of change in fees by providing written notice to Passport. 15. TAXES 15.1. To the extent applicable, Customer agrees to pay all taxes levied by a duly constituted taxing authority against or upon the products and services provided pursuant to this Agreement, or arising out of this Agreement (excluding, however, taxes based on Passport's income) regardless of whether such taxes become due or payable at the time of delivery or use of the Passport System or subsequent thereto. Customer agrees to pay any tax for which it is responsible hereunder which may be levied on or assessed against Customer directly, and, if any such tax is paid by Passport, to reimburse Passport therefore, upon receipt of proof of payment by Passport. Customer agrees to indemnify, defend, and hold Passport harmless with respect to all taxes or duties which any federal, state, or local taxing authority requires Passport to pay on behalf of Customer. 16. SHIPMENT AND DELIVERY 16.1. If any Third Party Products are purchased by Customer under this Agreement, Passport will deliver the same FOB shipping point for delivery to the installation site designated by Customer. Customer agrees to pay all reasonable delivery charges for the Third Party Products. Delivery schedules may not be canceled, postponed, or changed without Passport's prior written consent. Unless otherwise expressly stated, shipments shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to timely pay Passport any monies due or owing Passport shall excuse Passport from making further deliveries, in addition to any other remedies to which Passport is entitled under this Agreement. Title to and risk of loss in the Third Party Products shall pass to Customer when the delivery carrier takes possession of the Third Party Products. 17. TERM AND TERMINATION 17.1. Term. This Agreement is effective as of the Effective Date and shall remain effective for as long as there is an active Order Form, unless sooner terminated pursuant to Section 17.2 below. This Agreement may be renewed by mutual written agreement of the parties. 17.2. Termination. The following termination rights are in addition to any rights provided elsewhere in this Agreement and are without prejudice to any other right or remedy available to Passport or Customer at law or in equity: 17.2.1. Passport may terminate this Agreement and all licenses granted hereunder upon notice to Customer in the event that Customer fails to make full payment when due of any amount required to be paid by Customer under this Agreement within ten (10) calendar days of Passport's written notice of such failure to pay. 17.2.2. This Agreement may be terminated by either Party upon thirty (30) calendar days' prior written notice to the other Party in the event of a breach of a provision of this Agreement, provided, however, that the termination shall not be effective if, during the thirty (30) day notice period, or such other cure period as mutually agreed upon by the Parties, the breaching Party cures the breach. 17.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, (a) any licenses granted to Customer and all rights of Customer in and to the Passport System will immediately terminate; (b) Customer shall immediately cease using the Passport System; (c) Customer shall return to Passport any Licensed Hardware which Customer has not obtained title to as of such expiration or termination, and (d) all monies paid or due or owing to Passport by Customer up to such cancellation, completion, expiration, or termination shall be deemed non-refundable. Customer shall make payment on Passport's final invoice as set forth in Section 12.4. Passport will provide commercially reasonable assistance to Customer to enable the transition of the services to a successor vendor, if 7 requested by Customer, provided first, however, that Customer has remitted to Passport all outstanding balances. 18. WARRANTIES. 18.1. Passport Warranties. 18.1.1. Passport warrants that it has full power and authority to license the Passport System to Customer as provided herein without the consent of any other person, or, in the event such consent is required, Passport has obtained said consent. 18.1.2. Passport warrants that the unmodified Passport System will operate in accordance with its specifications. Under this warranty, Passport will correct any errors in the unmodified Passport System at no extra charge to Customer. The foregoing warranty shall not apply to Third Party Products. 18.1.3. Passport further represents and warrants that (a) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; (b) this Agreement shall be the legal, valid, and binding obligation of Passport, enforceable against it in accordance with the terms hereof; (c) the execution and performance of this Agreement will not violate any federal, state, or local statute, rule, or regulation or any other contractual obligation of Passport, and (d) the person signing this Agreement on behalf of Passport is authorized to bind Passport to this Agreement. 18.2. Customer Warranties. Customer represents and warrants that (a) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; (b) this Agreement shall be the legal, valid, and binding obligation of Customer, enforceable against it in accordance with the terms hereof; (c) the execution and performance of this Agreement will not violate any federal, state, or local statute, rule, or regulation or any other contractual obligation of Customer, and (d) the person signing this Agreement on behalf of Customer is authorized to bind Customer to this Agreement. 19. DISCLAIMERS 19.1. GENERAL. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, PASSPORT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. PASSPORT DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS THAT THE PASSPORT SYSTEM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE PASSPORT SYSTEM AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAT EVERY DEFECT IN THE PASSPORT SYSTEM WILL BE CORRECTED. THE PASSPORT SYSTEM IS EXPRESSLY PROVIDED "AS IS." 19.2. THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE DISCLAIMER. PASSPORT MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE THIRD PARTY SOFTWARE AND AS TO THE THIRD PARTY HARDWARE INCLUDING, WITHOUT LIMITATION, AS TO QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT, AND ALL OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE ARE HEREBY EXPRESSLY DISCLAIMED. THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE PROVIDED UNDER THIS AGREEMENT ARE EXPRESSLY PROVIDED "AS IS." 8 19.3. EXCLUSIONS. Notwithstanding any other provisions of this Agreement to the contrary, the limited warranties provided in this Agreement shall not apply to nonconformities, errors, or defects of any goods or services provided by Passport pursuant to this Agreement or any amendments thereto due to any of the following: (a) Customer misuse of the Passport System; (b) Customer modification of the Licensed Software; (c) Customer failure to utilize compatible computer and networking hardware and software or to install updated or enhanced versions of the Licensed Software provided by Passport; or (d) interaction with software or hardware not provided by Passport. 20. LIMITATION OF LIABILITY AND MUTUAL INDEMNIFICATION 20.1. IN NO EVENT SHALL PASSPORT'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED $1.5 MILLION. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COST OF COVER, PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (A) TO CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; OR (B) IN THE EVENT OF A BREACH OF THE PARTIES' CONFIDENTIALITY OBLIGATIONS CONTAINED IN THIS AGREEMENT. 20.2. PASSPORT AND CUSTOMER EACH ACKNOWLEDGE THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER PROVISION OF THIS AGREEMENT. 20.3. INDEMNIFICATION. a. Passport and City each agree to defend, indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Passport and City, they shall be borne by each party in proportion to its own negligence. b. Passport shall indemnify City against legal liability for damages arising out of claims by Passport's employees. City shall indemnify Passport against legal liability for damages arising out of claims by City's employees. 21. CONFIDENTIALITY; TRADE SECRETS. 21.1. Obligations. Each Party will maintain in strict confidence all Confidential Information of the Disclosing Party. The Receiving Party will not disclose or grant use of the Disclosing Party's Confidential Information to any third party except to the Receiving Party's employees and other representatives who have a need to know such Confidential Information or as expressly authorized by the Disclosing Party in writing. The Receiving Party will not use the Disclosing Party's Confidential Information except as authorized by this Agreement. The Receiving Party will use at least the same standard of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own confidential information of a similar nature, but in no event with less than reasonable care. The Receiving Party will cause each employee or other representative to whom the Receiving Party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations 9 contained in this Agreement. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Unless otherwise set forth herein, upon the expiration or termination of this Agreement for any reason, or upon the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party (or, at the Receiving Party's option, destroy) all of the Disclosing Party's Confidential Information and shall promptly certify in writing that it has done so; provided, however, that the Receiving Party shall not be obligated to return or destroy any Confidential Information stored in archival or back-up files for which return or destruction is not reasonably practicable or any Confidential Information that must be retained for as long as necessary for purposes of audit, compliance, dispute resolution, or record retention pursuant to this Agreement. 21.2. Exceptions. The foregoing obligations of confidentiality shall not apply to any information that the Receiving Party can show is or was: (a) already known to the Receiving Party at the time of disclosure without obligation of confidentiality; (b) independently developed by the Receiving Party without use of or access to the Confidential Information of the Disclosing Party; (c) approved for disclosure by the Disclosing Party beforehand and in writing; (d) in the public domain without breach of this Agreement; or (e) lawfully received by the Receiving Party from a third party without obligation of confidentiality. 21.3. Permitted Disclosures. Nothing in this Section shall be construed to prohibit either Party from disclosing the Confidential Information of the other Party to the extent that such disclosure is required by applicable law or order of a court or other governmental agency, including pursuant to any open records law, open meetings law, or any other local public disclosure law applicable to Customer; provided, however, that the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement and shall cooperate with the Disclosing Party to minimize the scope of any such disclosure and to obtain a protective or similar order. 21.4. Trade Secrets. Customer hereby acknowledges that the Passport System and its components, whether provided by Passport or its third -party vendors or licensors, constitute trade secrets of Passport and/or its third party -vendors or licensors, and as such are protected by civil and criminal law, are very valuable to Passport and/or its third -party vendors or licensors, and that their use must be carefully and continuously controlled. Customer agrees to notify Passport immediately of the unauthorized possession, use, or knowledge of any item supplied under this Agreement by any person or organization not authorized by this Agreement to have such possession, use, or knowledge. Customer will promptly furnish Passport full details of such possession, use, or knowledge and will cooperate fully with Passport in any litigation against third parties reasonably deemed necessary by Passport to protect its proprietary rights. 21.5. No Adequate Remedy. In the event of a breach of this Section 21, the parties agree that the Disclosing Party may not have an adequate remedy at law, in money, or damages and, accordingly, shall be entitled to seek an injunction against such breach without posting a bond, in addition to any other remedies at law or in equity. 22. DATA RIGHTS. This Section shall govern the rights of Passport and Customer, as the case may be, with respect to the data that is subject to this Agreement. Passport will, by provisions in its Privacy Policy or otherwise, procure from such end users all such lawful consents and rights necessary to grant to Customer the rights in such data as stated in this Section. Passport's Privacy Policy, as it may be amended from time to time in Passport's sole discretion, can be viewed at https://www.passportinc.com/privacy-policy. 22.1. Operational Data. Operational Data is data specific to Customer's operation that is provided by Customer to Passport to be used in the configuration and provision of the Passport System for Customer's use. Operational Data is specific to Customer's operation, which is not available to Passport publicly or by other means. Operational Data may include, but is not limited to, zone information, rate information, operational schedules, business metrics, business rules, parking and other inventory and assets, and relevant details of partner agreements. In each case, Operational Data may refer to past, present, or future states of such items. Operational Data is the sole and exclusive property of Customer. 10 Customer grants Passport a perpetual, irrevocable, royalty -free, and non-exclusive license to Operational Data. 22.2. PCI-DSS Information. Payment Card Industry -Data Security Standard Information ("PCI-DSS Information") consists of the following items, each as defined by the then -current Payment Card Industry Data Security Standards ("PCI-DSS"): Account Data; Cardholder Data; Primary Account Number; and Sensitive Authentication Data. Passport acquires a license or sublicense to the PCI-DSS Information from end users who share such data with Passport in connection with their use of the Software. In providing the services under this Agreement, Passport will maintain Payment Card Industry — Data Security Standard certification and secure PCI-DSS Information in accordance with PCI-DSS. As such, Passport may not grant Customer derivative rights to such PCI-DSS Information and Passport shall not be required to disclose such PCI-DSS Information to Customer. 22.3. Personal Identifiable Information. Personal identifiable information ("PII") is any representation of information that permits the identity of an individual to whom the information applies to be reasonably determined or inferred by either direct or indirect means. Name, address, social security number, telephone number, or email address directly identify individuals. Certain data elements —including gender, race, birth date, geographic indicator (such as zip code or postal code), and other descriptors — can be used in conjunction or with other data elements to indirectly identify individuals. 22.4. Activity Data. Activity Data is any data generated in the providing of services under this Agreement by Passport to Customer and by end users' interactions with the services or with Passport directly that is not otherwise PCI-DSS information or PII as defined above. Activity Data may include, but is not limited to, user interaction data, geolocation data, opt-in/opt-out status (including compliance logs), purchase and session data, application diagnostic data, service performance data, and support data. Data that is derived from Activity Data is also Activity Data. Activity Data is the sole and exclusive property of Passport. Passport grants Customer an irrevocable, royalty -free, non-exclusive, non -assignable, and nontransferable license to Activity Data for the Term to the extent and in the format that Passport chooses in its sole discretion to expose such Activity Data through its administrative portal or as otherwise agreed upon with Customer and only for Customer's internal use in connection with the services provided under this agreement. 23. PUBLICITY; USE OF NAMES AND MARKS. Subject to the provisions of Section 21 (Confidentiality; Trade Secrets), the parties will have the right to publicly disclose that Passport is Customer's provider of the Passport System as set forth herein by means of, by way of illustration and not limitation, news releases, public announcements, or other forms of publicity. Passport may use the name or marks of Customer, or reference the fact that Customer is a client of Passport, for business development purposes, as part of a portfolio or work, or in an illustrative list of clients. 24. DISPUTE RESOLUTION 24.1. Negotiation. If a dispute arises between or among Passport and Customer arising out of or concerning the meaning or interpretation of this Agreement or the terms or performance of this Agreement (collectively, a "Dispute"), Passport and Customer shall first attempt to settle such Dispute through good faith discussions and negotiations among principals of each Party authorized to bind each Party. 24.2. Venue; Jurisdiction. Any action or proceeding directly or indirectly arising out of a dispute will be settled exclusively in Washington County in the state of Minnesota and the parties expressly submit to and consent that the courts and authorities of the state of Minnesota will have exclusive jurisdiction over any such litigation. The parties hereby consent to service, jurisdiction, and venue of such courts for any litigation. 11 24.3. Governing Law. This Agreement, and any Disputes arising hereunder, shall be governed, interpreted, construed, and enforced in all respects in accordance with the laws of the State of Minnesota, excluding its conflict of laws rules. 25. GENERAL PROVISIONS. 25.1. Complete Agreement. This Agreement is intended as the complete, final, and exclusive statement of the terms of the agreement between the parties regarding the subject matter hereof and supersedes all other prior or contemporaneous agreements or understandings, whether written or oral, between them relating to the subject matter hereof. No amendment to, or modification of, this Agreement shall be binding unless in writing and signed by a duly authorized representative of both parties. Each Party expressly acknowledges that there are no warranties, representations, covenants, or understandings of any kind, manner, or description whatsoever by either Party to the other except as expressly set forth in this Agreement. 25.2. No Waiver. Failure by either Party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed or deemed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and will remain in full force and effect. Any waiver by either Party of its rights under this Agreement must be in writing and signed by a duly authorized representative of the waiving Party. 25.3. Assignment. This Agreement and all of its provisions will be binding upon and inure to the benefit of the parties and their respective permitted successors and assignees. Neither Passport nor Customer may assign any rights, interests, or obligations hereunder without prior written consent of the other Party, provided, however, that Passport may, without such written consent, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this agreement. Any purported assignment in violation of this section shall be void and of no effect. 25.4. Construction. The language of all parts of this Agreement will in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. Headings of paragraphs herein are for convenience of reference only and are without substantive significance. No rule of law that requires that any part of the Agreement be construed against the Party drafting the language will be used in interpreting this Agreement. 25.5. Severability. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, (a) the Parties shall amend the pertinent provision(s) to reflect as nearly as possible the original intentions of the Parties, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. 25.6. Relationship of Parties. The Parties expressly understand and agree that each Party is an independent contractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Further, neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other Party. 25.7. No Third Party Beneficiaries. This Agreement is made for the benefit of Passport and Customer and not for the benefit of any third parties. 25.8. Notices. All notices or other communications required or permitted to be made or given hereunder by one Party to the other Party shall be in writing and shall be deemed to have been given: (a) when hand delivered; (b) on the third (3rd) business day after the day of deposit in the United States 12 mail when sent by certified mail, postage prepaid and return receipt requested; or (c) on the next business day after the day of deposit with reputable overnight delivery service. Such notices shall be sent to the address set forth below, or at such other addresses as may hereafter be furnished in writing by either Party to the other Party specifically as the Party's replacement address for notice under this Agreement. If to Passport: Passport Labs, Inc. 128 S. Tryon St., Suite 1000 Charlotte, NC 28202 Fax: (888) 804-1783 sales@passportinc.com Attn: CRO With a hard copy to General Counsel and by email to legal@passportinc.com [continued next page] If to Customer: City of Stillwater: 216 4th St. North Stillwater, MN 55082 Attn: City Administrator 25.9. Force Majeure. If the performance of this Agreement or of any obligation hereunder is interfered with by reason of any circumstances beyond the reasonable control of the Party affected, including, by way of illustration and not limitation, fire, explosion, power failure, acts of God, war, revolution, epidemic, pandemic, or other public health concern, civil commotion, acts of public enemies, cybersecurity incident, any law, order, regulation, ordinance, executive order, or requirement of any government or legal body, delays or omissions attributable to third -party vendors, suppliers, or integration partners, or labor unrest, including, without limitation, strikes, slowdowns, picketing, or boycotts, then the Party affected shall be excused from such performance on a day-to-day basis to the extent of such interference (and the other Party shall likewise be excused from performance of its obligations on a day-to- day basis to the extent such Party's obligations are contingent on the performance so interfered with); provided that the Party so affected shall use reasonable efforts to remove such causes of nonperformance. 25.10. Survival of Obligations. All rights and obligations of the parties under this Agreement, including, without limitation, those contained in the confidentiality provisions herein, which by their nature would continue beyond the termination or expiration of this Agreement, shall survive termination or expiration of this Agreement and shall remain in full force and effect between the parties. 25.11. Counterparts. This Agreement may be executed in several counterparts, each of which when executed and delivered shall be deemed an original and each of which alone and all of which together shall constitute one and the same instrument. Facsimile signatures (or signatures in a .pdf or similar copy of the original) or electronic signatures shall be treated as original signatures for the purpose of enforcing this Agreement. Any signature delivered by a Party by facsimile transmission or electronic delivery shall be deemed to be an original signature hereto. [signature page follows] 13 IN WITNESS WHEREOF, each Party hereto, intending to be legally bound hereby, has caused its duly authorized representative to execute this Agreement and bind such Party effective as of the Effective Date. PASSPORT: PASSPORT LABS, INC. By: Printed Name: Its: 14 CITY OF STILLWATER By: Ted Kozlowski, Mayor By: Beth Wolf, City Clerk 15 i11watr THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Honorable Mayor and City Councilmembers FROM: Ben Gutknecht, Assistant Planner SUBJECT: Consent Agenda Item: Short -Term Home Rental License Applications BACKGROUND According to the recently amended ordinance, amending Section 41-8, new short-term home rental license applications must be approved by the City of Stillwater City Council. The Community Development Department has received and processed the following short-term home rentals and have deemed them complete for approval by the City Council. RECOMMENDATION Approval of the following Short -Term Home Rental License Applications: License Address Owner/Applicant Occupancy License Number of Type Type Location Licenses Short-term 918 Harriet Jon Bender Owner home rental St S. Occupied Outside of Downtown 24 out of 50 Area Short-term 411 Pine home rental Tree Trail Owner Outside of Lara Nichols Occupied/On Downtown 25 out of 50 Site Area ACTION REQUESTED Motion to approve the above short-term home rental license application. Glen Ln Courer HID H Metre 51 W S S, Gr wx Ave W Stilhvatet Aunt!. O Wilk,ns $la 3 =twee Ent, • ▪ Elm S I W y Hickory St* "' .� Mauls S[W Y 51 Erole Ave E 51,I1wztcr Ara E W,IIk•ns St E N Lau.N SI W an aw a Mnni/ y . A.( lark pr . ' srne 3 z LtndenSeW d z ¢ 2 11 fktc N Looker r• Mulht� Si YY '^ 5u11 1:0P 'a i z c s $ "Rica St FtW ._ q"� Rani ra MYil to 8l W T' ��� •�i• i{am.ery 111 dtr Olrven Wf on6a 5•'H 1 y Rd u w y— s. _ • Oak SI W pine adPt eN^° Cr S s g £ w '- i - wne5` W,ntly Sk Pr ITCm s a u Pine Si IN r v' w o Te rod Willard SON 2 v Wb ta,d 51 W Wtllartl S N y ii. v 15 Abbott St W • o A n • • w n �/ LP,. Ir~ Churottnt S, W Chu •rini1l51 W H Church,I151 E. A n AnderW :tr,, w 7Oubuqur St y r y Hancock SlW Hancock SIE 3k on. a q%;a OLk5 OrfvfnQ� pa .coon 1 — Bur11n9fan St E„ 4 $ P ...Screp Ln ✓♦ ▪ N Marxh $[W MAIM. $SE a — p5 Sl L own S11. 2 &en to o e V Peek " r Deems SI W Terror Dr W Shetlon Dr 0 Deleon. SI W N t5 Hllllnp.po• 5 2` to s211IIao Ln c^ $ Fl MI1UM Haul ten school Cc A s N Church 5l ezl�i eln•='• NN Sources:_Esri, _HERE, Garmin, USGS, Intermap, INCREMENT P, NRCan, Esri 4 Japan, METI, Esri China (Hong Kong), Esri Korea, Esri (Thailand), NGCC, (c) OpenStreetMap contributors, and the GIS User Community illwater. THE BIRTHPLACE OF MINNESOTA Short Term Home Rentals QDowntown District License Status o Approved * Pending Lllwater THE BIRTHPLACE OF MINNESOTA DATE: August 12, 2022 TO: Honorable Mayor and City Councilmembers FROM: Sharon Provos, Finance Director SUBJECT: TIF #9 Replacement of Taxable Tax Increment Revenue Notes and Authorizing a Termination of Remarketing Agreement BACKGROUND The City of Stillwater, Minnesota and Curve Crest Villa Limited Partnership entered into a Contract for Private Development, dated June 4, 2002, as amended on April 1, 2019 in connection with the construction of a multi -family rental housing facility in the City. Pursuant to the contract, the City issued two Taxable Tax Increment Revenue Notes (Curve Crest Villa Limited Partnership Project), Series 2002, dated June 14, 2002 ("the TIF Notes"). The TIF Notes when issued were not issued as standard pay as you go TIF Notes with the intent that the holders of the Notes would remain the holders for the term of the TIF Notes. It was contemplated that there would be new holders of the TIF Notes pursuant to a remarketing on August 1, 2022 and August 1, 2027 and a change in the interest rate on the TIF Notes when remarketed based on current market rates on those two dates. The TIF Notes were initially held by two banks. In 2019 the TIF Notes were assigned to Tim Nolde. Since Tim intends to hold the TIF Notes for the term of the TIF Notes the remarketing and resetting of the interest rate are no longer applicable. Therefore it is necessary to revise the TIF Notes to remove those provisions and to terminate the Remarketing Agreement of which the City was a party. Attached are a resolution and related documents terminating the Remarketing Agreement and issuing new TIF Notes which remove the remarketing and the adjustment of the interest rate features. The interest rate on the TIF Notes remain at their current rate of 5% for the remaining term. RECOMMENDATION Staff recommends terminating the Remarketing Agreement and issuing new TIF Notes. ACTION REQUESTED If Council concurs with recommendation, they should pass a motion adopting RESOLUTION APPROVING AUTHORIZING EXECUTION OF REPLACEMENT TAXABLE TAX INCREMENT REVENUE NOTES AND AUTHORIZING A TERMINATION OF REMARKETING AGREEMENT. City of Stillwater Washington County, Minnesota RESOLUTION 2022-xxx APPROVING AUTHORIZING EXECUTION OF REPLACEMENT TAXABLE TAX INCREMENT REVENUE NOTES AND AUTHORIZING A TERMINATION OF REMARKETING AGREEMENT WHEREAS, the City of Stillwater, Minnesota (the" City") and Curve Crest Villa Limited Partnership, a Minnesota limited partnership (the "Developer") entered into a Contract for Private Development, dated as of June 4, 2002 as amended on April 1, 2019 in connection with the construction of a multi -family rental housing facility in the City; and WHEREAS, the City issued (i) No. R-1 Taxable Tax Increment Revenue Note (Curve Crest Villa Limited Partnership Project), Series 2002, dated June 14, 2002 ("TIF Note R-1") and (ii) No. R-2 Taxable Tax Increment Revenue Note (Curve Crest Villa Limited Partnership Project), Series 2002, dated June 14, 2002 ("TIF Note R-2" and together with TIF Note R-1, the "TIF Notes"); and WHEREAS, the TIF Notes are subject to (i) mandatory tender for purchase on August 1, 2022 and August 1, 2027 and (ii) a reset of the interest rate on the TIF Notes based on a remarketing of the TIF Notes; and WHEREAS, the City, the Developer, and Dougherty & Company LLC (the "Remarketing Agent") entered into a Remarketing Agreement, dated as of June 1, 2002 (the "Remarketing Agreement") relating to the remarketing of the TIF Notes on August 1, 2022 and August 1, 2027; and WHEREAS, Timothy L. Nolde is the registered owner of the TIF Notes and there is no intent to remarket the TIF Notes and therefore it is necessary to terminate the Remarketing Agreement, establish the interest rate for the TIF Notes for the remaining term of the TIF Notes at the current rate of 5% accruing on the TIF Notes and modify the TIF Notes to reflect the foregoing; and WHEREAS, replacement TIF Notes and the Termination of Remarketing Agreement have been prepared and are presented to the Council for approval. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota, as follows: 1. The City Council hereby approves the Termination of the Remarketing Agreement and the issuance of replacement TIF Notes in substantially the forms submitted, and the Mayor and City Clerk are hereby authorized and directed to execute the Termination of Remarketing Agreement and replacement TIF Notes on behalf of the City. 2. The approval hereby given to the Termination of Remarketing Agreement and replacement TIF Notes includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City officials authorized by this resolution to execute the Termination of Remarketing Agreement and the replacement TIF Notes. The execution of the Termination of Remarketing Agreement and the replacement TIF Notes by the appropriate officer or officers of the City shall be conclusive evidence of the approval of the Termination of Remarketing Agreement and the issuance of replacement TIF Notes in accordance with the terms hereof. Adopted by the Stillwater City Council this 16th day of August 2022. CITY OF STILLWATER Ted Kozlowski, Mayor Attest: Beth Wolf, City Clerk UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF WASHINGTON No. R-1 $302,500 CITY OF STILLWATER, MINNESOTA TAXABLE TAX INCREMENT REVENUE NOTE (CURVE CREST VILLA LIMITED PARTNERSHIP PROJECT), SERIES 2002 Interest Rate Maturity Date Date of Original Issue 5% February 1, 2029 June 14, 2002 Registered Owner: Timothy L. Nolde The City of Stillwater, Minnesota (the "City"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner set forth above or its assigns (the "Registered Owner"), but solely from one-half of the Available Tax Increment (defined below) the principal sum of $302,500 and to pay interest thereon at the interest rate set forth above, as and to the extent set forth herein. 1. Payments. Interest shall accrue on this Note from the Date of Original Issue set forth above, to but not including, February 1, 2029, at the interest rate set forth above, payable on February 1, 2003 and each August 1 and February 1 thereafter (the "Payment Dates"). The principal amount of this Note is due on the Maturity Date as defined below. In the event one-half of the Available Tax Increment as defined below is not sufficient to pay all principal of this Note (whether pursuant to mandatory redemption or maturity) and accrued interest due on this Note on any Payment Date, one-half of the Available Tax Increment shall be applied first to accrued and unpaid interest, and then to principal. The term "Maturity Date" means the earlier of (a) the date all principal and accrued interest on this Note have been paid in full; (b) the date the Note is terminated in accordance with Section 6 hereof; or (c) February 1, 2029. Payments are payable by mail to the address of the Registered Owner as set forth in the Authentication and Registration Provisions of this Note, or such other address as the Registered Owner may designate upon thirty (30) days written notice to the City. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the Date of Original Issue, set forth above. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 74331210v2 3. Available Tax Increment. Payments on this Note are payable on each Payment Date solely from one-half of the Available Tax Increment, as defined in the Contract For Private Development, dated as of June 4, 2002 (the "Agreement") between the City and Curve Crest Villa Limited Partnership, a Minnesota limited partnership (the "Developer"), as amended on April 1, 2019. The term "Available Tax increment" means, on each Payment Date, 90% of the Tax Increment derived from the Development Property (as defined in the Agreement and hereinafter referred to as "Tax Increment"), and received by the City in the six months preceding the Payment Date. In the case of certain Events of Default under Section 9.1 of the Agreement, the City may suspend or terminate its obligation to pay Available Tax Increment in accordance with Section 9.2 of the Agreement, which is incorporated herein by reference. The City shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than one-half of the Available Tax Increment and the failure of the City to pay all or any portion of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the City pays principal and interest hereon to the extent of one-half of the Available Tax Increment. If on any Payment Date one-half of the Available Tax Increment is insufficient to make the payment due on that date, the deficiency will be deferred and paid, without interest thereon, to the extent possible on any subsequent Payment Date on which the City has one-half of the Available Tax Increment in excess of the payment due on such date. The City shall have no obligation to pay unpaid balance of principal or accrued interest that may remain after the Maturity Date. The City makes no warranty or representation that one-half of the Available Tax Increment will be sufficient to pay all or any portion of the principal or interest on this Note. 4. Mandatory Redemption of Note. This Note maturing on February 1, 2029, is subject to scheduled mandatory redemption by the City at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, on the dates and in the principal amounts set forth below: Principal Principal Redemption Date Amount Redemption Date Amount February 1, 2013 7,500 August 1, 2021 10,000 August 1, 2013 5,000 February 1, 2022 12,500 February 1, 2014 7,500 August 1, 2022 12,500 August 1, 2014 7,500 February 1, 2023 12,500 February 1, 2015 7,500 August 1, 2023 12,500 August 1, 2015 7,500 February 1, 2024 12,500 February 1, 2016 7,500 August 1, 2024 12,500 August 1, 2016 7,500 February 1, 2025 15,000 February 1, 2017 7,500 August 1, 2025 15,000 August 1, 2017 7,500 February 1, 2026 15,000 February 1, 2018 10,000 August 1, 2026 15,000 August 1, 2018 7,500 February 1, 2027 17,500 February 1, 2019 10,000 August 1, 2027 17,500 2 74331210v2 August 1, 2019 10,000 February 1, 2028 17,500 February 1, 2020 10,000 August 1, 2028 17,500 August 1, 2020 10,000 February 1, 2029* 20,000 February 1, 2021 10,000 *Maturity 5. Optional Redemption of Note. This Note shall be subject to redemption without prior notice, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof to be redeemed plus interest accrued to the date of redemption, without premium on any Payment Date from one-half of the Available Tax Increment in excess of one- half of the Available Tax Increment applied to the required payments under this Note on any Payment Date. 6. Termination. Except as otherwise provided in Section 9.2 of the Agreement, at the City's option, this Note shall terminate and the City's obligation to make any payments under this Note shall be discharged upon the occurrence of certain Events of Default on the part of the Developer as defined in Section 9.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 9.2 of the Agreement. 7. Nature of Obligation. This Note is one of an issue in the original total principal amount of $302,500 issued to aid in financing certain capital and administration costs of a Development District undertaken by the City pursuant to Minnesota Statutes Sections 469.124 through 469.134, as amended, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the City on June 4, 2002 and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179, as amended. This Note is a limited obligation of the City which is payable solely from one-half of the Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of one-half of the Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 8. Registration and Transfer. This Note is issuable only as a fully registered note without coupons to one (1) Registered Owner. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the hooks of the City kept for that purpose at the principal office of the City, by the Registered Owner hereof in person or by such Registered Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the City, duly executed by the Registered Owner. Upon such transfer or exchange and the payment by the Registered Owner of any tax, fee, or governmental charge required to be paid by the City with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. 3 74331210v2 This Note shall not be transferred to any person, other than the Developer or any guarantor of the principal and interest payments on the Note, unless the City has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, that such transfer is exempt front registration and prospectus delivery requirements of federal and applicable state securities laws. 9. Additional Obligations. The City shall issue no obligation secured in whole or in part by Available Tax Increment, other than this Note and the $302,500 Taxable Tax Increment Revenue Note (Curve Crest Villa Limited Partnership Project, Series 2002 and designated R-2 unless the pledge to such obligation is subordinate to the pledge to the Notes issued under the Resolution or the Registered Owner gives its written consent to the issuance of such obligation. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the City according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. This Note is issued in substitution of the Note issued on June 14, 2022 (the "Original Note") and as of the date of this Note the Original Note is terminated and is no longer outstanding. (The remainder of this page is intentionally left blank.) 4 74331210v2 IN WITNESS WHEREOF, the City Council of the City of Stillwater has caused this Note to be executed with the manual or facsimile signatures of its Mayor and City Clerk, all as of the Date of Original Issue specified above. Beth Wolf Ted Kozlowski City Clerk Mayor AUTHENTICATION AND REGISTRATION PROVISIONS This is the Note described in the within mentioned Resolution. The ownership of the unpaid balance of the within Note is registered in the bond register of the City Clerk, in the name of the person last listed below. Date of Registration Registered Owner Timothy L. Nolde PO Box 119 Stillwater, MN 55082 Signature of City Clerk (The remainder of this page is intentionally left blank.) 5 74331210v2 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF WASHINGTON No. R-2 $302,500 CITY OF STILLWATER, MINNESOTA TAXABLE TAX INCREMENT REVENUE NOTE (CURVE CREST VILLA LIMITED PARTNERSHIP PROJECT), SERIES 2002 Interest Rate Maturity Date Date of Original Issue 5% February 1, 2029 June 14, 2002 Registered Owner: Timothy L. Nolde The City of Stillwater, Minnesota (the "City"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner set forth above or its assigns (the "Registered Owner"), but solely from one-half of the Available Tax Increment (defined below) the principal sum of $302,500 and to pay interest thereon at the interest rate set forth above, as and to the extent set forth herein. 1. Payments. Interest shall accrue on this Note from the Date of Original Issue set forth above, to but not including, February 1, 2029, at the interest rate set forth above, payable on February 1, 2003 and each August 1 and February 1 thereafter (the "Payment Dates"). The principal amount of this Note is due on the Maturity Date as defined below. In the event one-half of the Available Tax Increment as defined below is not sufficient to pay all principal of this Note (whether pursuant to mandatory redemption or maturity) and accrued interest due on this Note on any Payment Date, one-half of the Available Tax Increment shall be applied first to accrued and unpaid interest, and then to principal. The term "Maturity Date" means the earlier of (a) the date all principal and accrued interest on this Note have been paid in full; (b) the date the Note is terminated in accordance with Section 6 hereof; or (c) February 1, 2029. Payments are payable by mail to the address of the Registered Owner as set forth in the Authentication and Registration Provisions of this Note, or such other address as the Registered Owner may designate upon thirty (30) days written notice to the City. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the Date of Original Issue, set forth above. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 74331393v2 3. Available Tax Increment. Payments on this Note are payable on each Payment Date solely from one-half of the Available Tax Increment, as defined in the Contract For Private Development, dated as of June 4, 2002 (the "Agreement") between the City and Curve Crest Villa Limited Partnership, a Minnesota limited partnership (the "Developer"), as amended on April 1, 2019. The term "Available Tax increment" means, on each Payment Date, 90% of the Tax Increment derived from the Development Property (as defined in the Agreement and hereinafter referred to as "Tax Increment"), and received by the City in the six months preceding the Payment Date. In the case of certain Events of Default under Section 9.1 of the Agreement, the City may suspend or terminate its obligation to pay Available Tax Increment in accordance with Section 9.2 of the Agreement, which is incorporated herein by reference. The City shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than one-half of the Available Tax Increment and the failure of the City to pay all or any portion of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the City pays principal and interest hereon to the extent of one-half of the Available Tax Increment. If on any Payment Date one-half of the Available Tax Increment is insufficient to make the payment due on that date, the deficiency will be deferred and paid, without interest thereon, to the extent possible on any subsequent Payment Date on which the City has one-half of the Available Tax Increment in excess of the payment due on such date. The City shall have no obligation to pay unpaid balance of principal or accrued interest that may remain after the Maturity Date. The City makes no warranty or representation that one-half of the Available Tax Increment will be sufficient to pay all or any portion of the principal or interest on this Note. 4. Mandatory Redemption of Note. This Note maturing on February 1, 2029, is subject to scheduled mandatory redemption by the City at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, on the dates and in the principal amounts set forth below: Redemption Date Principal Amount Redemption Date Principal Amount February 1, 2013 7,500 August 1, 2021 10,000 August 1, 2013 5,000 February 1, 2022 12,500 February 1, 2014 7,500 August 1, 2022 12,500 August 1, 2014 7,500 February 1, 2023 12,500 February 1, 2015 7,500 August 1, 2023 12,500 August 1, 2015 7,500 February 1, 2024 12,500 February 1, 2016 7,500 August 1, 2024 12,500 August 1, 2016 7,500 February 1, 2025 15,000 February 1, 2017 7,500 August 1, 2025 15,000 August 1, 2017 7,500 February 1, 2026 15,000 February 1, 2018 10,000 August 1, 2026 15,000 August 1, 2018 7,500 February 1, 2027 17,500 February 1, 2019 10,000 August 1, 2027 17,500 2 74331393v2 August 1, 2019 10,000 February 1, 2028 17,500 February 1, 2020 10,000 August 1, 2028 17,500 August 1, 2020 10,000 February 1, 2029* 20,000 February 1, 2021 10,000 * Maturity 5. Optional Redemption of Note. This Note shall be subject to redemption without prior notice, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof to be redeemed plus interest accrued to the date of redemption, without premium on any Payment Date from one-half of the Available Tax Increment in excess of one- half of the Available Tax Increment applied to the required payments under this Note on any Payment Date. 6. Termination. Except as otherwise provided in Section 9.2 of the Agreement, at the City's option, this Note shall terminate and the City's obligation to make any payments under this Note shall be discharged upon the occurrence of certain Events of Default on the part of the Developer as defined in Section 9.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 9.2 of the Agreement. 7. Nature of Obligation. This Note is one of an issue in the original total principal amount of $302,500 issued to aid in financing certain capital and administration costs of a Development District undertaken by the City pursuant to Minnesota Statutes, Sections 469.124 through 469.134, as amended, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the City on June 4, 2002 and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179, as amended. This. Note is a limited obligation of the City which is payable solely from one-half of the Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of one-half of the Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 8. Registration and Transfer. This Note is issuable only as a fully registered note without coupons to one (1) Registered Owner. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the City kept for that purpose at the principal office of the City, by the Registered Owner hereof in person or by such Registered Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the City, duly executed by the Registered Owner. Upon such transfer or exchange and the payment by the Registered Owner of any tax, fee, or governmental charge required to be paid by the City with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. 3 74331393v2 This Note shall not be transferred to any person, other than the Developer or any guarantor of the principal and interest payments on the Note, unless the City has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, that such transfer is exempt front registration and prospectus delivery requirements of federal and applicable state securities laws. 9. Additional Obligations. The City shall issue no obligation secured in whole or in part by Available Tax Increment, other than this Note and the $302,500 Taxable Tax Increment Revenue Note (Curve Crest Villa Limited Partnership Project, Series 2002 and designed R-1 unless the pledge to such obligation is subordinate to the pledge to the Notes issued under the Resolution or the Registered Owner gives its written consent to the issuance of such obligation. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the City according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. This Note is issued in substitution of the Note issued on June 14, 2002 (the "Original Note") and as of the date of this Note the Original Note is terminated and is no longer outstanding. (The remainder of this page is intentionally left blank.) 4 74331393v2 IN WITNESS WHEREOF, the City Council of the City of Stillwater has caused this Note to be executed with the manual or facsimile signatures of its Mayor and City Clerk, all as of the Date of Original Issue specified above. Beth Wolf Ted Kozlowski City Clerk Mayor AUTHENTICATION AND REGISTRATION PROVISIONS This is the Note described in the within mentioned Resolution. The ownership of the unpaid balance of the within Note is registered in the bond register of the City Clerk, in the name of the person last listed below. Date of Registration Registered Owner Timothy L. Nolde PO Box 119 Stillwater, MN 55082 Signature of City Clerk (The remainder of this page is intentionally left blank.) 5 74331393v2 TERMINATION OF REMARKETING AGREEMENT THIS TERMINATION OF REMARKETING AGREEMENT, made this of August, 2022, among THE CITY OF STILLWATER, MINNESOTA, a municipal corporation and political subdivision organized and existing under the laws of the State of Minnesota (the "City"), CURVE CREST VILLA LIMITED PARTNERSHIP, a Minnesota limited partnership ("Developer"), and COLLIERS SECURITIES LLC, as successor to DOUGHERTY & COMPANY LLC ("Remarketing Agent"). WITNESSETH: WHEREAS, the City, the Developer, and Dougherty & Company LLC entered into that certain Remarketing Agreement, dated as of June 1, 2002 (as may have been amended, the "Contract") relating to the issuance of two Taxable Tax Increment Revenue Notes (Curve Crest Villa Limited Partnership Project), Series 2002; and WHEREAS, the City, the Developer, and Remarketing Agent have agreed to enter into this Termination of Contract to memorialize the termination of the Contract by written instrument. NOW, THEREFORE, in consideration of the foregoing, the Contract is hereby terminated. The rights and obligations of each party to the Contract have hereby terminated as of the date hereof, notwithstanding any provision to the contrary contained in the Contract, and the parties hereto generally release and discharge the respective parties hereto, and their respective officials, officers, directors, shareholders, partners, agents, representatives, employees, and attorneys, both past and present, of and from any and all claims, debts, liabilities, obligations, costs, and causes of action of any kind or nature, whether known or unknown, based upon, arising out of, or connected with, directly or indirectly, any term, provision, fact, event, obligation, or occurrence related to or contained in the Contract, as assigned. [Signatures, follow] CITY: CITY OF STILLWATER, NIINNESOTA By: By: Ted Kozlowski Its Mayor Beth Wolf Its City Clerk (Signature page to Termination of Remarketing Agreement City) DEVELOPER: CURVE CREST VILLA LIMITED PARTNERSHIP, LP, a Minnesota limited partnership By: Curve Crest Villa Its: General Partner By: Timothy L. Nolde Its: Chief Manager (Signature page to Termination of Remarketing Agreement - Developer) REMARKETING AGENT: COLLIERS SECURITIES LLC, as successor to Dougherty & Company LLC By: Frank J. Hogan Senior Vice President (Signature page to Termination of Remarketing Agreement — Remarketing Agent) 24485583vI iliwater THE BIRTHPLACE OF MINNESOTA DATE: March 31, 2022 TO: Honorable Mayor and City Councilmembers FROM: Shawn Sanders, Director of Public Works SUBJECT: Utility Bill Adjustment Ordinance — 2nd Reading BACKGROUND Please find attached an ordinance establishing a new section in Chapter 23, Water Utility for consumer adjustments to utility bills. This ordinance provides a procedure for utlity bill adjustments that allows a panel consisting of City staff to approve adjustments rather than having requests go to the Utility Commisison or City Council. ACTION REQUESTED Motion to approve the second reading of Utility Bill Adjustment Ordiance City of Stillwater Washington County, Minnesota ORDINANCE NO. 1189 AN ORDINANCE ESTABLISHING A PROCEDURE FOR CONSUMER ADJUSTMENTS TO UTILITY BILLS The City Council of the City of Stillwater does ordain: SECTION 1 ENACTMENT. Stillwater City Code Chapter 28, Water Utility, is hereby amended to include a new Section 28-4, Adjustments to Utility Bills, which shall be enacted as follows: Sec. 28-4. - Adjustment to Utility Bills. Subd. 1. Policy and purpose. It is the policy of the city of Stillwater to make adjustments to consumer utility bills where an adjustment is necessary to correct mistakes, equipment failures, or fairly apply the rates and rules. The purpose of this policy is to improve consumer service by enabling city staff to quickly and accurately respond to consumer requests for adjustments to utility bills. Subd. 2. Requests for adjustments. When a consumer disputes a water bill, the consumer may request an adjustment for one of the reasons set forth in subdivision 4. All requests for adjustments must be made in writing within fourteen (14) days of the date the water bill was sent, addressed to the finance director. Written requests shall state the name of the account holder, service address, contact information and the reason for the requested adjustment. The consumer shall further provide all information requested by the panel deemed necessary to make a determination on the request. Subd. 3. The panel. A panel of two (2) persons, made up of the city engineer/public works director, and finance director, their designees, or two other members appointed by the city administrator, shall determine the amount, if any, of the adjustment to be made. Subd. 4. Adjustments allowed. (1) The panel is authorized to make adjustments to water bills, without prior city council action, for the following situations: (a) Billing error. Where an error has occurred that results in an inaccurate water bill being sent to a consumer, staff shall correct the error as soon as discovered, whether by the consumer or by staff. These adjustments include data recording and entry errors as well as meter failures if tested and found to be inaccurate. (b) Water line freeze. Adjustments to charges when a consumer experiences extraordinary water consumption during a billing period following a water line freeze and the city advised the consumer to leave a drip running during the period of time covered by the water bill. (c) Water break or malfunction. If the panel is shown evidence that the consumer made a good faith effort to address a break or malfunction in a timely manner, then the rate may be adjusted to a lower tier for the billing cycle in question and the winter quarter sanitary sewer average may be re-established to a rate based on usage history. (2) After an adjustment is made by the panel, the bill is due and payable within fourteen (14) days of the panel's decision. Subd. 5. Adjustments not allowed. The panel will not consider adjustments when a consumer experiences extraordinary water consumption due to a break or malfunction and the consumer has not made a good faith effort to address the break or malfunction in a timely manner or when the appeal is untimely. Subd. 6. Response. The panel shall respond in writing to the request for an adjustment within twenty (20) days after receiving all the information necessary to make a determination on the request. Subd. 7. Appeal from the decision of the panel. If the consumer is not satisfied with the decision of the panel, the consumer may appeal by following the process provided in City Code section 22-10, subd. 3. SECTION 2 SUMMARY PUBLICATION. Pursuant to Minn. Stat. § 412.191, in the case of a lengthy ordinance, a summary may be published. While a copy of the entire ordinance is available without cost at the office of the City Clerk, the following summary is approved by the City Council and shall be published in lieu of publishing the entire ordinance: An ordinance establishing a procedure for consumers to request an adjustment to their utility bill. SECTION 3 EFFECTIVE DATE. This ordinance shall be effective after its passage and publication according to law. Adopted by the City Council of the City of Stillwater this 16th day of August, 2022. CITY OF STILLWATER ATTEST: Beth Wolf, City Clerk Ted Kozlowski, Mayor 2 i11watr THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Honorable Mayor and City Councilmembers FROM: Tim Gladhill, Community Development Director SUBJECT: Ordinance (First Reading) — Amend City Code Section 31-325 (Non - Residential Allowable Uses) Establishing Allowable Areas for Massage Establishments BACKGROUND Attached is a proposed second ordinance related to the recent addition of the City's Massage License requirements. The previous Ordinance added the licensing portion of the program. As part of that review, it was determined that the Zoning Code's Use Table was not clear on where massage establishments were allowed. This Ordinance clarifies this point. For more details, see the attached Staff Report presented to the Planning Commission. RECOMMENDATION The Planning Commission recommended approval of the Ordinance with the addition of the definition of Therapeutic Massage Business to the Zoning Code (has been included with updated draft attached hereto). ACTION Motion to approve the First Reading of the Ordinance related to Short Term Home Rentals. City of Stillwater Washington County, Minnesota ORDINANCE NO. AN ORDINANCE AMENDING CITY CODE CHAPTER 31, SECTION 31-325 REGARDING THERAPEUTIC MASSAGE BUSINESS LOCATIONS The City Council of the City of Stillwater does ordain: SECTION 1 AMENDMENT. Chapter 31, Article I, Sec. 31-101 is hereby amended to include the following definitions. Therapeutic Massage Business means a business that offers therapeutic massage services as defined by City Code Sec. 41-9. SECTION 2 AMENDMENT. Chapter 31, Article III, Division 3, Section 31-325 of the City Code, Allowable Uses in Non -Residential Districts - Retail, is hereby amended as follows: ALLOWABLE USES ZONING DISTRICTS CA CBD VC BP-C BP-0 BP -I CRD PA PWFD PROS HMU NC Retail Therapeutic Massage Business P P P P P NP P P P SECTION 3 SUMMARY PUBLICATION. Pursuant to Minn. Stat. § 412.191, in the case of a lengthy ordinance, a summary may be published. While a copy of the entire ordinance is available without cost at the office of the City Clerk, the following summary is approved by the City Council and shall be published in lieu of publishing the entire ordinance: The ordinance establishes areas of the City that will allow Therapeutic Massage Businesses to operate. Therapeutic Massage Businesses will be limited to the properties within the General Commercial District, Central Business District, Village Commercial District, Business Park — Commercial District, Business Park — Industrial District, Campus Research District, Highway Mixed Use District and Neighborhood Commercial District. SECTION 4 EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and publication according to law. Adopted by the City Council of the City of Stillwater this day of , 2022. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk i11war THE BIRTHPLACE OF MINNESOTA DATE: July 22, 2022 TO: Honorable Chair and Planning Commissioners FROM: Tim Gladhill, Community Development Director SUBJECT: Ordinance — Amend City Code Section 31-325 (Non -Residential Allowable Uses) Establishing Allowable Areas for Massage Establishments BACKGROUND The City Council recently established a license requirembr Massage Establishments and Massage Therapists operating iflishments in the City of Stillwater. In establishing said license, it was discovthat Massage Establishments were not clearly articulated as an allowable use i , - City of Stillwater. Staff had been relying on an administrative policy interpretat'• classified Massage Establishments the same as beauty/barber shops. Given t erent State and now City licensing requirements, Staff recommends that the it amend City Code to more clearly articulate the allowable use status of sage Establishments. The attached Ordinance is offered for review. Highlights areare4kotfows. Proposed Massage ^ lish stable cr ots) os BP-C BP-0 BP -I CRD HMU NC Massage Establishment Q\ej P P NP P P P Zoning District Key CA General Commercial CBD Central Business District (Downtown) VC Village Commercial BP-C West Stillwater Business Park -Commercial BP-0 West Stillwater Business Park -Office BP -I West Stillwater Business Park -Industrial CRD Campus Research District HMU Highway Mixed Use NC Neighborhood Commercial (Newly formed district — Historic Retail) Allowable Use Key P Permitted Use (administrative approval) CUP Conditional Use Permit (Planning Commission Approval) IUP Interim Use Permit (Temporary — Planning Commission Approval) NP Not Permitted RECOMMENDATION Staff recommends that the City Council adopt the Ordinance. ACTION REQUESTED Motion to recommend that the City Council adopt the ordinance amending the Non - Residential Use Table pertaining to Massage Establishments. • o o I11war THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Honorable Mayor and City Councilmembers FROM: Tim Gladhill, Community Development Director SUBJECT: Ordinance (First Reading) — Amend City Code Section 31-315 (Residential Allowable Uses) and Section 31-325 (Non -Residential Allowable Uses) Establishing Allowable Areas for Short Term Home Rentals BACKGROUND Attached is a proposed second ordinance related to recent changes to the City's Short Term Home Rental. The previous Ordinance amended the licensing portion of the program. The City's Zoning Code still referenced the previous license types and needs to be updated. This current Ordinance updating the Zoning Code's Use Table can be seen as more administrative in nature. For more details, see the attached Staff Report presented to the Planning Commission. RECOMMENDATION The Planning Commission recommended approval of the Ordinance. ACTION Motion to approve the First Reading of the Ordinance related to Short Term Home Rentals. City of Stillwater Washington County, Minnesota ORDINANCE NO. AN ORDINANCE AMENDING CITY CODE CHAPTER 31, SECTION 31-315 AND SECTION 31-325 REGARDING SHORT TERM HOME RENTAL LICENSE LOCATIONS The City Council of the City of Stillwater does ordain: SECTION 1 AMENDMENT. Chapter 31, Article III, Division 2, Section 31-315 of the City Code, Allowable Uses in Residential Districts, is hereby amended as follows: ALLOWABLE USES ZONING DISTRICTS AP LR CTR RA TR CCR RB CR TH CTH R RCL RCM RCH RR HMU Short Term Home Rentals P P P P P P P P P P P P P P P SECTION 2 AMENDMENT. Chapter 31, Article III, Division 3, Section 31-325 of the City Code, Allowable Uses in Non -Residential Districts - Retail, is hereby amended as follows: ALLOWABLE USES ZONING DISTRICTS CA CBD VC BP-C BP-0 BP -I CRD PA PWFD PROS HMU NC wHome Short Term Rentals P P P SECTION 3 SUMMARY PUBLICATION. Pursuant to Minn. Stat. § 412.191, in the case of a lengthy ordinance, a summary may be published. While a copy of the entire ordinance is available without cost at the office of the City Clerk, the following summary is approved by the City Council and shall be published in lieu of publishing the entire ordinance: The ordinance establishes areas of the City that will allow Short Term Home Rentals to operate. Short Term Home Rentals will be allowed in all residential districts and will be limited to the commercial properties within the Central Business District, Highway Mixed Use District and Neighborhood Commercial Districts. Short Term Home Rentals require issuance of a Short Term Home Rental License from the City Council. SECTION 4 EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and publication according to law. Adopted by the City Council of the City of Stillwater this day of , 2022. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk i11watr THE BIRTHPLACE OF MINNESOTA DATE: July 27, 2022 TO: Honorable Chair and Planning Commissioners FROM: Tim Gladhill, Community Development Director SUBJECT: Ordinance — Amend City Code Section 31-315 (Residential Allowable Uses) and Section 31-325 (Non -Residential Allowable Uses) Establishing Allowable Areas for Short Term Home Rentals BACKGROUND The City Council recently revised the Short Term Homntal License requirement. Generally speaking, the City Council consolidated t .our (4) separate license types into a single license type without removing any o i - ether performance standards. The amendment to the license also streamlines the :' inistrative process for approving license applications that comply with all apeiaIvihle regulations. All applicable Building Code and Fire Code requirements, providk)ample protection for the health, safety and welfare of residents and guests and eri .Jres that neighborhoods are free of nuisance. Finally, the changes enhance enfornt tools for Short Term Home Rentals that violate provisions of Citv 0 .)de. With the change to ce t , t it must now amend its Use Table(s) as the current tables arc sKfic't• a �us license types. Of key difference to the Planning Commissl'b • e our jpe B (with written opposition from neighbors) and Type C licenses will r.% longer reviewed by the Planning Commission. As is standard with all other licenses withir ti,4'City, these licenses will be reviewed and approved by the City Council. General/Broad Goals of License Changes (approved by City Council) • Retain the pertinent standards and protections to allow Short Term Home Rentals without creating a nuisance to neighboring properties • Analyze the effectiveness of the current regulations (5 Year Review of Original Ordinance) o Address density maximum in the CBD: Central Business District • Streamline the approval process for those Applications that fully comply with applicable regulations (without losing protection for neighboring properties) • Reduce confusion for Staff and Applicants due to complexity of existing License Types Below is a summary of proposed changes to the existing program. • No more classes of Licenses; just a single Short Term Home Rental License • Maximum number of licenses outside of the Central Business District is limited to 50 (approximately 25 currently issued) • No limit on number of licenses available in the Central Business District o However, requirement to account for all required parking on site will naturally limit the number of eligible properties, until the City can approve a new parking mitigation strategy • First/Initial Application requires City Council Approval; Renewal Applications with no violations and no changes can be approved administratively • All proposals must comply with parking requirements for the Zoning District and Use • A majority of other applicable existing regulations in the current ordinance remain Proposed Short Term Home Rental Use Table Residentir ' ;stricts) AP LR CTR RA TR CCR RB CR TH trIR RCL RCM RR HMU Short Term Home Rental P P P P P P P P I % `_✓ P P P P Zoning District Key AP Agricultural Preserve 0 LR Lakeshore Residential CTR Cove Transi .. - .I R-. ial RA One Fami eistri I� TR Transiti• a ` =2V CCR CoveCo ta•e '? ,cial Iistrict RB Two Fami AMIEr. CR Cottage R. ide , , iiistrict TH Townhouse • CTHR Cove Townhou - Residential RCL Low Density Multiple -Family Residential RCM Medium Density Multiple -Family Residential RCH High Density Multiple -Family Residential RR Rural Residential HMU Highway Mixed Use Proposed Short Term Home Rental Use Table (Non-residential districts) CA CBD VC BP-C BP-0 BP -I CRD HMU NC Short Term Home Rental P P P Zoning District Key CA General Commercial CBD Central Business District (Downtown) VC Village Commercial BP-C West Stillwater Business Park -Commercial BP-0 West Stillwater Business Park -Office BP -I West Stillwater Business Park -Industrial CRD Campus Research District HMU Highway Mixed Use NC Neighborhood Commercial (Newly formed district — Historic Retail) Allowable Use Key P Permitted Use (administrative approval) �� CUP Conditional Use Permit (Planning Commissio A , • •val) IUP Interim Use Permit (Temporary — Planning . .., ission Approval) NP Not Permitted RECOMMENDATION Staff recommends that the City Council male Ordinance. ACTION REQUESTED Motion to recommend Tables pertaining to cil adopt the ordinance amending the Use ntals. r Glen Ln 0 2 � 3 I it 4 Moore 5I W x Maio., _ `Is a St Crum. Avow H f S P 6 O ��` r H�'S� o� �a = Slillwarer Ave W d �H 0 O E Wilkins Sik i ery n • H z CY ..C." N 'P o Elm St W� `C,p• 0,l'cK'";e::p Hickory St W "' v, °Iron Lake Mc Kuirck , "O Hazel SIE N Sr Credx Av▪ e! Su][waler Aye E Pe n _ P-+ e Laurel Si W w JescN . e. se Sal Meadowlark DI. • Four S $ Linden St W 2 X N Lr N Ni S gd. L 6Dk Et E y aa.. M"Ihef St W H SLiI j... aY -P,v z e (.� � E L N .44 3 C NRitestW l\ �r 4 Pill, Glvw • Myrtle St WSr*. u V Park Ramsey li N Ein In n 5 n Oak MN pine sty e en o 'o �' pine SLYi airrul S%et E 5 (! W W j x — N dt y ❑rrrrnapa•, ( ',cosurrey t° z Benin re, Park Orreans SS w Al/re St W en Lill' La Pe L+. Lake Reckaaren Maple Son WtIIarl SIW i m Willard StW Er re Abbott St W 'n N • ou � Chur6 hill St W* = Chu !El! St W Antler:on SIW o,I .er, 51'!r Hancock 5t W r(i r5 Malik Sr ;EPEE Willard St„ • Churchill SI EA rrl N w auhuque Sl E Hancock Si E n Burlington Si E Q @ c Marsh SI L 'r Lo,Is51 t Sources: Esri, HERE, Garmin,.US.GS, Intermap, INCREMENT P, NRCan, Esri Japan, METI, Esri China (Hong'Kong), Esri Korea, E sri (Thailand), NGCC, (c) openStreetMarTit'r rO js,Earth—e"TG'IISiUs�e gomkr ity Houlton —Church Si VN 1 Mau lln Sti1!water THE BIRTHPLACE OF MINNESOTA Short Term Home Rentals DDowntown District License Status o Approved * Pending iliwater THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Mayor and City Council FROM: Kori Land, City Attorney SUBJECT: Zoning Ordinance for CBD products, medical marijuana and hemp growing operations BACKGROUND In 2014, Minnesota passed the THC Therapeutic Research Act ("Act"), legalizing medical marijuana. That same year, the federal government passed the 2014 federal farm bill, allowing the growing of hemp containing less than .3 percent THC. In 2019, Minnesota authorized the sale of CBD products containing less than .3 percent THC. In November 2021, the Stillwater City Council passed a moratorium prohibiting any new CBD uses or the expansion existing CBD uses in order to study the use and determine if zoning and/or licensing regulations are appropriate. Then, in May of 2022, on the last day of the legislative session, the legislature passed new laws surrounding the sale of CBD products, which went into effect on July 11 and which has exploded CBD product sales. While Stillwater was ahead of the curve with the moratorium, we were not prepared for this new legislation for CBD products. To that end, we are proposing zoning ordinance amendments to appropriately place these types of uses with public health, safety and welfare performance standards. The proposed zoning ordinance attempts to accomplish the following: • Defining CBD exclusive retail stores as those that derive more than 50% of their gross revenue sales from CBD products. Then, breaking down CBD stores into 2 types: o Those that sell intoxicating CBD products o Those that sell non -intoxicating CBD products • Defining CBD products into 2 types: intoxicating and non -intoxicating 1 CBD products, under the new law, effective 7/1/22, cannot be sold to anyone under 21. There are packaging and labeling requirements under the new law so the packaging cannot be kid -friendly or look like a product sold to kids or look like an existing food product. The packaging must be child -resistant and tamper -evident. Each product can have no more than 5 mg of THC per serving and have no more than 50 mg of TCH per package. There are no state or federal agencies regulating the sale of CBD products, therefore, cities are left to determine what regulations are appropriate for their own communities. o Intoxicating products means the products that have more than a trace amount of TCH and produce intoxicating effects and may include but are not limited to products made with Delta 8, 9 and 10. o Non -intoxicating products means products that do not produce intoxicating effects. • Defining incidental CBD sales as those CBD sales that are not typically part of the primary business or do not make up a majority of sales for the business. (i.e. massage therapy businesses, drug stores, tobacco shops or gift shops who may have a few CBD products) • Allowing only intoxicating CBD stores to sell intoxicating CBD products. No other business can sell intoxicating CBD products • CBD exclusive stores are only allowed in the Business Park zone - BP-C, BP-0 and BP -I. (gray, light blue and purple areas on the attached zoning map) o Non -intoxicating stores are a permitted use in the Business Park o Intoxicating stores would require a CUP in the Business Park. • Distance requirements are in place from other CBD exclusive stores and from schools (500') (no CBD stores would be allowed inside the red circles on the zoning map) • Security plans are required for intoxicating CBD stores, no drive-throughs would be allowed and no outdoor storage. • Incidental sales of non -intoxicating CBD products are allowed in any non- residential zoning district, meaning any business could sell non -intoxicating CBD. However, if selling CBD products is their primary business, then they are an exclusive retail store and must be in the Business Park. • Allowing Medical distribution facility in the Business Park with an Interim Use Permit (IUP) for a maximum of 3 years, with a security plan and distance requirements from schools and residential property, as already required in state law. • Allowing Medical labs in the BP -I with an IUP (gray areas on the zoning map) • Allowing Hemp Growing Operations in the Ag as a permitted use, as long as they have 200 contiguous acres. Prohibited Uses Manufacturing of Medical marijuana and hemp are prohibited within the city as those uses tend to produce nuisance -related problems. The ordinance also prohibits any sales of CBD products that contain more than 0.3% THC. While this prohibition on intoxicating 2 CBD products is state law today,2 in the event the Minnesota legislature legalizes recreational marijuana, the City's specific limitation on selling anything over 0.3% would not allow any business to immediately sell recreational marijuana upon adoption of state law (unless the state law pre-empted local zoning). This provision allows the City time to study if and where recreational marijuana should be allowed. Upon adoption of zoning and licensing regulations, the moratorium will automatically terminate. The Planning Commission held a public hearing on the ordinance on July 27, 2022 and unanimously recommended approval. This is a first reading and public hearing. If approved, it will come before you for final reading and adoption on Sept. 6. RECOMMENDATION Hold the public hearing and approve the Ordinance on first reading. ACTION REQUESTED Approval of an Ordinance Amending City Code Chapter 31, Section 31-101, Section 31- 325, Section 31-315, and Section 31-514.1 Regarding CBD Products and Hemp Growing Uses Attachments: Zoning Map Ordinance 2 Technically, it is also prohibited under Federal law as anything over 0.3% is a Schedule 1 felony level illegal drug. 3 Legend 111:11Eu er; r Basins Pal ellshlsi 2_Cnl rrg_2022 Markt I I AP. A7 :+'tre: Fmk-nahcr: ® RR: Rey_ r.eelyerela: L.R V-ze= -are Reslelerna. r71 ETR C _. : a]tloru: Re• enten 1--1 RA: CM..1-iy Residence 1--1 TR Traoltone: Renlderda. DCA::are Cnlmpe Re -del -QM RP: Thessr.ee-ely Restlntlal CR Calbjc ReiBdentL& TH: Ta�nlrorrx saes-0erns CTHR Cave Ta elhause Re -...duetted RCM NnJum-Dnrsty LtIlnle- amly RCltleere l RCH: H rDe-at) Mutlptrnney Rens:lerrthl CEO. C eNra l Runtime d tNc t 11G_ Wage Corn reere es1 4 - GL General Canmerelai II 9PC: gushes Pak - Core-elslen ^ I I BP4: Bus Mess Part - Cafes I I DP: auslnes Pet - Lndustela - CRC. Cronus Reaeach 7stlrct ® HML: HIghowe Mao Use - Rk PIb'+c ho.-h tlye alkez ▪ PW=: F tl. Narks =acHl - PROF: Pc eel r.or Caen Epece City of Stillwater Washington County, Minnesota ORDINANCE NO. AN ORDINANCE AMENDING CITY CODE CHAPTER 31, SECTION 31-101, SECTION 31-325, SECTION 31-315, REGARDING MEDICAL CANNABIS, CANNABIDIOL (CBD) PRODUCTS AND HEMP GROWING AND SECTION 31-514.1 REGARDING PERFORMANCE STANDARDS FOR CANNABIS -RELATED USES The City Council of the City of Stillwater does ordain: SECTION 1 AMENDMENT. Chapter 31, Article 1, Section 31-101 of the City Code, Definitions, is hereby amended by adding the following definitions: CBD means a compound of the cannabis plant known as cannabidiol. CBD retail establishment - intoxicating means a business that sells any intoxicating CBD products and derives more than 50% of its gross revenue from the sale of any CBD products (intoxicating and non -intoxicating) or related devices. CBD retail establishment — non- intoxicating means a business that sells CBD products but all of them are non -intoxicating CBD products and derives more than 50% of its gross revenue from the sale of any CBD products or related devices. CBD products means and includes industrial hemp products and hemp derived products. CBD incidental sales means any business that sells or provides CBD products as an incidental part of its business but is not a CBD retail establishment (intoxicating or non -intoxicating). Edible cannabinoid (CBD) product means any product that is intended to be eaten or consumed as a beverage, contains a cannabinoid in combination with food ingredients, and is not a drug. Hemp or Industrial Hemp means the definition provided under Minn. Stat. § 18K.02 subd. 3, as may be amended. Hemp manufacturing means the ability to facilitate the manufacturing of industrial hemp. Intoxicating cannabinoid (CBD) products means products made from substances extracted from certified hemp plants that produce intoxicating effects when consumed by any route of administration. These include but are not limited to products made with Delta-8, Delta-9 and Delta-10. Medical cannabis means the definition provided under Minn. Stat. § 152.22, subd. 6, as may be amended. Medical cannabis distribution facility means a facility operated by a medical cannabis manufacturer for purposes of distributing medical cannabis in accordance with Minn. Stat. § 152.29, subd. 1(a), as may be amended, and the requirements of the commissioner of Minnesota department of health or other applicable state law. Medical cannabis laboratory means an independent laboratory permitted to test medical cannabis produced by a medical cannabis manufacturer in accordance with Minn. Stat. § 152.29, subd. 1(b), as may be amended, and the requirements of the commissioner of the Minnesota department of health or other applicable state law. Medical cannabis manufacturer means the definition provided under Minn. Stat. § 152.22, subd. 7, as may be amended. Nonintoxicating cannabinoid (CBD) product means products made from substances extracted from certified hemp plants that do not produce intoxicating effects when consumed by any route of administration. SECTION 2 AMENDMENT. Chapter 31, Article III, Division 3, Section 31-325 of the City Code, Allowable Uses in Non -Residential Districts - Retail, is hereby amended as follows: ALLOWABLE USES ZONING DISTRICTS CA CBD VC BP-C BP-0 BP -I CRD PA PWFD PROS HMU NC Retail Medical Cannabis Distribution Facility IUP IUP IUP CBD Retail Establishments non -intoxicating P P P CBD Retail Establishments - intoxicating CUP CUP CUP Laboratories Medical Cannabis Laboratories IUP 2 SECTION 3 AMENDMENT. Chapter 31, Article III, Division 3, Section 31-315 of the City Code, Allowable Uses in Residential Districts, is hereby amended as follows: ALLOWABLE USES ZONING DISTRICTS A-P LR CTR RA TR CCR RB CR TH CTHR RCL RCM RR HMU16 Growing of Industrial Hemp P SECTION 4 ENACTMENT. Chapter 31, Article V, Division 2, Section 31-514.1 is hereby enacted as follows: Sec. 31-514.1 Cannabis -Related Uses Subd. 1. Medical Cannabis Distribution Facilities shall comply with the following performance standards: (1) The maximum length of an interim use permit shall be three years. Interim use permits granted pursuant to this section are not transferable and terminate upon sale of the facility or discontinuance of use; (2) A security plan stating how the facility will address public health, welfare and safety concerns including, but not limited to: parking, traffic flow, security, fencing, lighting, window and door placement, landscaping, and hours of operation as approved by the Police Chief; (3) The distance limitations on locations of facilities in relation to a public or private school provided for under Minn. Stat. § 152.29, as may be amended, are incorporated herein. A facility shall not be closer than 200 feet of a zoning district that allows single family, two-family, townhomes, or multi -family dwellings; (4) All facilities shall be setback from all property lines a minimum of 25 feet; (5) Facilities are prohibited from operating drive-throughs; (6) No exterior storage shall be allowed. Subd. 2. Medical cannabis laboratories shall comply with the following performance standards: (1) The maximum length of an interim use permit shall be three years. Interim use permits granted pursuant to this section are not transferable and terminate upon sale of the facility or discontinuance of use; (2) A security plan stating how the facility will address public health, welfare and safety concerns including, but not limited to: parking, traffic flow, security, 3 fencing, lighting, window and door placement, landscaping, and hours of operation as approved by the Police Chief; (3) A laboratory shall be setback from all property lines a minimum of 25 feet; (4) No exterior storage shall be allowed. Subd. 3. Growing of industrial hemp shall comply with the following performance standards: (1) A minimum of 200 contiguous acres is required for the hemp growing operation; (2) The hemp grower must be licensed by the State pursuant to Minn. Stat. Ch. 18K; (3) The sale of CBD products is not permitted on the same property as the hemp growing operation. Subd. 4. The sale of CBD products shall comply with the following performance standards: (1) Only CBD retail establishments -intoxicating are allowed to sell, display, or provide intoxicating CBD products. (2) All CBD retail establishments —intoxicating shall have a security plan stating how the facility will address public health, welfare and safety concerns including, but not limited to: parking, traffic flow, security, fencing, lighting, window and door placement, landscaping, and hours of operation that is approved by the Police Chief; No CBD retail establishment —intoxicating shall have a drive -through, walk-up window service, sidewalk displays, sales or outdoor storage or sandwich board signs; (4) There must be at least 1,000 feet between all CBD retail establishments (intoxicating and non -intoxicating); All CBD retail establishments (intoxicating and non -intoxicating) shall be located at least 500 feet from any school when measured in a straight line from the edge of the building wall or tenant wall space in which the establishment is located to the property line of the school or licensed day care facility; (6) CBD incidental sales of non -intoxicating CBD products are permitted in any non- residential district. (3) (5) Subd 5. The following cannabis uses are prohibited within the City: (1) CBD products that contain more than .3 percent tetrahydrocannabinol (THC). (2) Medical cannabis manufacturing. (3) Hemp manufacturing. 4 SECTION 5 SUMMARY PUBLICATION. Pursuant to Minn. Stat. § 412.191, in the case of a lengthy ordinance, a summary may be published. While a copy of the entire ordinance is available without cost at the office of the City Clerk, the following summary is approved by the City Council and shall be published in lieu of publishing the entire ordinance: The ordinance regulates CBD products, medical cannabis, and industrial hemp growing operations within the City of Stillwater, prohibiting the sale of CBD products that contain more than .3 percent tetrahydrocannabinol (THC), as well as medical cannabis manufacturing and hemp manufacturing. Medical cannabis distribution sites and labs will be limited to the properties within the Business Park. Industrial hemp growing operations require 200 contiguous acres to operate and cannot sell CBD products on site. The sale of intoxicating CBD products with THC are only allowed in the business park in stores in which more than 50% of their business is CBD products. Non - intoxicating CBD products can be sold as incidental sales in any business district. SECTION 6 EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and publication according to law. Adopted by the City Council of the City of Stillwater this day of , 2022. ATTEST: Beth Wolf, City Clerk CITY OF STILLWATER Ted Kozlowski, Mayor 5 iliwater THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Mayor and City Council FROM: Kori Land, City Attorney SUBJECT: CBD Retail Establishment License Ordinance BACKGROUND In 2014, Minnesota passed the THC Therapeutic Research Act ("Act"), legalizing medical marijuana. That same year, the federal government passed the 2014 federal farm bill, allowing the growing of hemp containing less than .3 percent THC. In 2019, Minnesota authorized the sale of CBD products containing less than .3 percent THC. In November 2021, the Stillwater City Council passed a moratorium prohibiting any new CBD uses or the expansion existing CBD uses in order to study the use and determine if zoning and/or licensing regulations are appropriate. Then, in May of 2022, on the last day of the legislative session, the legislature passed new laws surrounding the sale of CBD products, which went into effect on July 11 and which has exploded CBD edible product sales. While Stillwater was ahead of the curve with the moratorium, no city could have been prepared for this new legislation for CBD products. Fortunately, we had been studying the issues and are able to recommend licensing regulations in order to protect the public health, safety and general welfare. The proposed licensing ordinance can be summarized as follows: • Defining CBD products into 2 types: intoxicating and non -intoxicating o Intoxicating products means the products that produce intoxicating effects and have more than a trace amount of THC. They are products that include but are not limited to products made with Delta 8, 9 and 10. o Non -intoxicating products means products that do not produce intoxicating effects. 1 CBD products, under the new law, effective 7/1/22, cannot be sold to anyone under 21. There are packaging and labeling requirements under the new law so the packaging cannot be kid -friendly or look like a product sold to kids or look like an existing food product. The packaging must be child -resistant and tamper -evident. Each product can have no more than 5 mg of THC per serving and have no more than 50 mg of TCH per package. There are no state or federal agencies regulating the sale of CBD products, therefore, cities are left to determine what regulations are appropriate for their own communities. • Defining CBD retail establishments as a business that derives more than 50% of its gross revenue from the sale of CBD products • Defining incidental CBD sales as those CBD sales that are not typically part of the primary business or do not make up a majority of sales for the business. (i.e. massage therapy businesses, drug stores, or gift shops who may have a kiosk with a few CBD products) • Allowing only CBD retail stores to sell intoxicating CBD products. No other business can sell intoxicating CBD products • Requiring CBD retail stores to have a license from the city and the city will only issue 2 licenses • License applicants will have to undergo a background check, pay a license fee, and submit proof of insurance to the city • Licenses are not transferable from person to person or place to place • No one under 21 is allowed to enter a CBD store • No one under 21 can sell intoxicating CBD products • Signage must be displayed about the legal sales age, and proof of age by photo ID must be shown for each sale • It is illegal for anyone under 21 to purchase, use or possess intoxicating CBD products, unless it is medical marijuana • No internet sales, deliveries or mobile unit sales are allowed • No sampling is allowed • Compliance checks will be conducted at least annually • No product can contain more than .3% TCH (state law) Upon adoption of zoning and licensing regulations, the moratorium will automatically terminate. This is a first reading. If approved, we will hold a final reading on Sept. 6. 2 RECOMMENDATION Approve the Ordinance on first reading. ACTION REQUESTED Approval of an Ordinance Amending the Stillwater City Code by Enacting City Code Section 41-9 CBD Retail Establishment License Attachment: Ordinance 3 City of Stillwater Washington County, Minnesota ORDINANCE NO. AN ORDINANCE AMENDING THE STILLWATER CITY CODE BY ENACTING CITY CODE §41-9 CBD RETAIL ESTABLISHMENT LICENSE The City Council of Stillwater does ordain: SECTION 1 ENACTMENT. Stillwater City Code Chapter 41-9 is hereby enacted as follows: Sec. 41-9 — CBD RETAIL ESTABLISHMENT LICENSE Subd. 1. Purpose. Because the city recognizes that persons under the age of 21 years may purchase or otherwise obtain, possess and use intoxicating CBD products; and the sale of these products to persons under 21 years of age are violations of state and federal laws; and because the use of intoxicating CBD products by those underage subsequently places a financial burden on all levels of government, this chapter is intended to regulate the sale of intoxicating CBD products for the purpose of enforcing and furthering existing laws. Subd. 2. Definitions CBD means a compound of the cannabis plant known as cannabidiol. CBD retail establishment means a business that sells CBD products and derives more than 50% of its gross revenue from the sale of any CBD products (intoxicating and non -intoxicating) or related devices. CBD products means and includes industrial hemp products and hemp derived products. CBD incidental sales means any business that sells or provides CBD products as an incidental part of its business but is not a CBD retail establishment (intoxicating or non -intoxicating). Edible cannabinoid (CBD) product means any product that is intended to be eaten or consumed as a beverage, contains a cannabinoid in combination with food ingredients, and is not a drug. Hemp or Industrial Hemp means the "Industrial Hemp" definition provided under Minn. Stat. § 18K.02 subd. 3, as may be amended. Hemp manufacturing means the ability to facilitate the manufacturing of industrial hemp. Intoxicating cannabinoid (CBD) products means products made from substances extracted from certified hemp plants that produce intoxicating effects when consumed by any route of administration and have more than a trace amount of THC. Intoxicating CBD products include but are not limited to products made with Delta-8, Delta-9 and Delta-10. Medical cannabis means the definition provided under Minn. Stat. § 152.22, subd. 6, as may be amended. Medical cannabis distribution facility means a facility operated by a medical cannabis manufacturer for purposes of distributing medical cannabis in accordance with Minn. Stat. § 152.29, subd. 1(a), as may be amended, and the requirements of the commissioner of Minnesota department of health or other applicable state law. Nonintoxicating cannabinoid (CBD) product means products made from substances extracted from certified hemp plants that do not produce intoxicating effects when consumed by any route of administration. THC means tetrahydrocannabinol. Subd. 3. CBD Retail Establishment License required. No person may operate a CBD retail establishment without first having obtained a CBD retail establishment license from the city. No person shall sell intoxicating CBD products except at a CBD retail establishment. (1) Application. An application for a CBD retail establishment must be made on a form provided by the city. The application must contain the full name of the applicant, date of birth, driver's license number, social security number the applicant's residential and business addresses and telephone numbers, the name of the business for which the license is sought, names of all managers, addresses, date of birth, driver's license number, and any additional information the city deems necessary. The city clerk, with the assistance of the police chief or the chief's designee, is responsible to see that background checks are done on all applicants and managers. Upon receipt of a completed application, the city clerk will forward the application to city council for action (2) After the city has received a completed application, including all required documentation, appropriate fees and a completed background investigation, the license will be submitted to the city council for consideration. (3) Incomplete applications will be rejected by the city clerk and will not be submitted to the city council. Subd. 4. Investigation. In order to protect the general welfare of the public, new and renewal license applications require a background investigation. The investigations will be conducted pursuant to this section. (1) Authorization. At the time of making an initial or renewal license application, the applicant must provide written authorization to the city to investigate all facts set out in the application and to do a background investigation on the applicant. The information obtained from the investigation shall be used to 2 assist the police chief in making a recommendation as to whether the applicant should be granted a license. The recommendation may be based on any of the following criteria: a. Whether the applicant was convicted of a crime or offense in the last five years involving or directly relating to the business for which a license is sought; b. Whether there is a material misrepresentation in the application c. Any of the reasons for denial in city code Sec. 41-9 subd. 10. (2) Investigation fee. All applicants that must undergo a background investigation must pay an investigation fee with the license application. The city council establishes the investigation fees by city council resolution. Subd. 5. Insurance. The applicant must file with the city clerk a certificate of insurance from an insurance company duly licensed and qualified to do business in the state, on a form approved by the city. (1) Coverage requirements. The insurance policy certified must provide coverages and amounts as required by state law and by the city. (2) Coverage changes and cancellation. The applicant may not cancel or change the insurance without 30 days' prior written notice to the city clerk. The certification of insurance must be continuously in effect until 30 days after receipt of the written notice of cancellation or change. Subd. 6. Term. All licenses issued under this section are valid from January 1 and terminate on December 31 of each calendar year. Subd. 7. Limit on licenses. No more than two (2) CBD retail establishment licenses shall be issued at any one time. In the event that more than two applications are submitted at the same time, then a point system shall be used to determine which businesses are issued the two (2) licenses, with one point for each of the criteria below: (1) It is an existing business that has been established at the location for more than 6 months or it is a business applying for a renewal application. (2) The CBD retail establishment location is a legal conforming use. (3) The applicant/owner is a Stillwater resident. (4) A completed application was submitted that complies with all information required and fees paid. The two applications with the highest number of points shall be issued a license. In case of a tie, the licenses shall be determined through a drawing by the Mayor. Subd. 8. Fees. No license may be issued under this section until the appropriate license fee is paid in full. Fees shall not be pro -rated for a license that is issued mid -year. 3 Subd. 9. Exceptions. No license shall be required for the following: (1) Medical marijuana distribution facilities licensed or approved by the State. (2) The sale of non -intoxicating CBD products, which may be sold in any business establishment in the CA, CBD, VC, BP-C, BP -I, BP-0 or HMU zoning districts. Subd. 10. Basis for denial of license. Any one of the following are grounds for denying the issuance or renewal of a license under this section; however, except as may otherwise be provided by law, the existence of any particular ground for denial does not mean that the city must deny the license. If a license is mistakenly issued or renewed to a person, it will be revoked upon the discovery that the person was ineligible for the license under this subdivision. (1) The applicant is under the age of 21 years. (2) The applicant has been convicted within the past five years of any violation of a federal, state or local law, ordinance provision, or other regulation relating to marijuana or CBD products. (3) The applicant has had a license to sell CBD products suspended or revoked by the city or any other jurisdiction during the 12 months preceding the date of application. (4) The applicant fails to provide any information required on the application or provides false or misleading information. (5) The applicant is prohibited by federal, state or other local law, ordinance or other regulation, from holding such a license. (6) The location proposed is or has been maintained as a public nuisance, place of unlawful assembly, disrepute or criminal activity. (7) The applicant is applying for a location in an area that is prohibited for such use by state law or the city zoning Code or where the property line is within 500 feet of a school or church. (8) Real estate taxes or assessments for the premises on which the business is located are delinquent and unpaid. (9) The applicant owes outstanding fees to the city. (10) The applicant already has a CBD retail establishment license from the city. Subd. 11. Transfers. All licenses issued under this section are valid only on the premises for which the license was issued and only for the person to whom the license was issued. The transfer of any license to another location, business or person is prohibited. Subd. 12. Display. All licenses must be posted and displayed in plain view of the general public on the licensed premise. 4 Subd. 13. Renewals. The renewal of a license issued under this section must be handled in the same manner as the original application. The request for a renewal must be made at least 60 days before the expiration of the current license. Subd. 14. Performance Standards. All CBD retail establishments must meet the following conditions: (1) CBD products and edible CBD products may be sold for human or animal consumption only if all of the packaging requirements of Minn. Stat. § 151.72 subd. 3, or as may be amended. (2) No CBD product may contain more than 0.3% of THC. (3) No edible CBD product can contain an amount of any TCH that exceeds 5 mg per serving or 50 mg per package. (4) No intoxicating CBD product may be sold to anyone under the age of 21. (5) No one under 21 shall be allowed to enter an CBD retail establishment that sells intoxicating CBD products. (6) Any person selling or distributing licensed products shall require proof of age by means of government issued photographic identification from the prospective purchaser showing purchaser is 21 years old or older. (7) Signage identifying the legal sales age and the age verification requirement shall be posted at the point of sale. The required signage shall be posted in a manner so that it is clearly visible to anyone who is considering or making a purchase. (8) No one under 21 shall sell intoxicating CBD products. (9) CBD products must comply with the testing requirements in Minn. Stat. § 151.72 subd. 4, as may be amended. (10) CBD products must comply with the labeling and packaging requirements of Minn. Stat. § 151.72 subd. 5 and 5a, as may be amended. (11) Intoxicating CBD products cannot be sold in vending machines, by transient merchants, peddlers, by a moveable place of business, through a drive - through or by internet sales for in-store pick up. (12) Intoxicating CBD products cannot be sold at exclusive liquor stores. (13) Intoxicating CBD products cannot be delivered to a location outside of the CBD retail establishment. (14) No sampling is allowed. (15) No on -site entertainment is allowed. 5 (16) No flavored inhaled intoxicating CBD products may be sold. (17) No gels, powders or other forms of intoxicating CBD that are mixed with liquid may be sold. Subd. 15. Compliance checks and inspections. All licensed premises must be open to inspection by the local law enforcement or other authorized city official during regular business hours. From time to time, but at least once per year, the city must conduct compliance checks by engaging persons between the ages of 17 and 21 years, to enter the licensed premises to attempt to purchase intoxicating CBD products. Compliance checks using persons under the age of 18 shall require parent or guardian consent. Persons used for the purpose of compliance checks must be supervised by designated law enforcement officers or other designated city personnel. Persons used for compliance checks are not guilty of the unlawful purchase or attempted purchase, nor the unlawful possession of intoxicating CBD products when the items are obtained or attempted to be obtained as a part of the compliance check. No person used in compliance checks may attempt to use a false identification misrepresenting the person's age, and all persons lawfully engaged in a compliance check may answer all questions about the person's age asked by the licensee or his or her employee and shall produce any identification, if any exists, for which he or she is asked. Nothing in this section prohibits compliance checks authorized by state or federal laws for educational, research or training purposes, or required for the enforcement of a particular state or federal law. Subd. 16. Penalties. Any license issued under this section may be revoked or suspended. In addition, any person who violates any provision of this ordinance is subject to the general penalties section of city code section 22-11. Subd. 17. Prohibited Acts. (1) Legal age. It shall be unlawful for any person to sell, purchase, obtain or otherwise provide any intoxicating CBD product to any person under the age of 21. (2) Illegal possession. It shall be unlawful for any person under the age of 21 to possess any intoxicated CBD product. This chapter shall not apply to persons under the age of 21 lawfully involved in a compliance check. (3) Illegal use. It shall be unlawful for any person under the age of 21 to use any intoxicating CBD product, unless it is legally authorized medical marijuana. (4) Use of false identification. It shall be unlawful for any person under the age of 21 to attempt to disguise the person's true age by the use of a false form of identification, whether the identification is that of another person or one on which the age of the person has been modified or tampered with, to represent an age older than the actual age of the person, in order to purchase any intoxicating CBD product. 6 SECTION 2 FIRST YEAR LICENSE TERM. Any initial license issued after adoption of this ordinance shall be for a term from the date of issue through December 31, 2023. No application shall be accepted before October 1, 2022. SECTION 3 SUMMARY PUBLICATION. Pursuant to Minn. Stat. § 412.191, in the case of a lengthy ordinance, a summary may be published. While a copy of the entire ordinance is available without cost at the office of the City Clerk, the following summary is approved by the City Council and shall be published in lieu of publishing the entire ordinance: The City is enacting license regulations for retail sales of intoxicating CBD products, which are limited to being sold at exclusive CBD stores only, and only 2 licenses will be issued. SECTION 4 INTERIM ORDINANCE TERMINATION. Upon the Effective Date of this Ordinance, Interim Use Ordinance No. 1178 adopted on November 16, 2021, shall automatically terminate. SECTION 5 EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and publication according to law. Adopted by the City Council of the City of Stillwater this day of , 2022. ATTEST: Beth Wolf, City Clerk CITY OF STILLWATER Ted Kozlowski, Mayor 7 iliwater THE BIRTH PLACE OF MINNESOTA DATE: August 12, 2022 TO: Honorable Mayor and City Councilmembers FROM: Reabar Abdullah, Assitant City Engineer SUBJECT: Order Feasibility Report for 2023 Street Improvment Project Project 2023-02 DISCUSSION Engineering staff would like to proceed with the 2023 Street Improvement Project. Authorization of a feasibility study is the first step in the process. It is proposed that the streets shown on the attached exhibit shall be considered for the 2023 Street Improvement Project. The feasibility study will analyze pavement conditions, subsurface soils, curb needs, storm sewer needs, sidewalk considerations, and utility needs. RECOMMENDATION Staff recommends council pass a resolution authorizing the preparation of a Feasibility Study for street, water main, sidewalk, sanitary, and storm sewer and improvements for the streets listed above for the 2023 Street Improvement Project. ACTION REQUIRED If Council concurs with the recommendation, they should pass a motion adopting Resolution 2022- , RESOLUTION ORDERING PREPARATION OF REPORT FOR 2023 STREET IMPROVEMENTS (Project 2023-02). City of Stillwater Washington County, Minnesota RESOLUTION 2022-XXX RESOLUTION ORDERING PREPARATION OF FEASIBILITY REPORT FOR 2023 STREET IMPROVEMENT PROJECT PROJECT 2023-02 BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota that the proposed improvement be referred to the City Engineer for study and that he is instructed to report to the Council with all convenient speed advising the Council in a preliminary way as to whether the proposed improvement is feasible and as to whether it should best be made as proposed or in connection with some other improvement, and the estimated cost of the improvement as recommended. Adopted by the Stillwater City Council this 16th day of August 2022. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk 2023 STREET IMPROVEMENT PROJECT PROPOSED PROJECT AREAS illwater THE BIRTHPLACE OF MINNESOTA LEGEND PROPOSED 2023 STREET PROJECT o Z z z z 80th ST N. Th BARONS WAY BERGMAN DR DELANO CT DELANO DR DELANO WAY ILO WAY JUDD TRL LEGEND BLVD MCDOUGAL GRN SAWYER PL SETTLERS RIDGE STALOCK PL TIMBER WAY ABBOTT ST ANDERSON ST EVERETT ST HARRIET ST LAKE ST LINSON CIR MARTHA ST ORLEANS CT ORLEANS ST WILLARD ST T 5TH ST 6TH ST 7TH ST HANCOCK ST iliwater THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Mayor and City Council FROM: Kori Land, City Attorney SUBJECT: Bridge Jumping Ordinance BACKGROUND MNDOT approached the City and asked us to consider adopting an ordinance prohibiting jumping from the Lift Bridge. We determined not only was that a reasonable request, but we also expanded the scope of the ordinance to prohibit climbing, jumping or diving off any bridge or structure over a channel of public water. Exceptions are allowed for authorized workers, public safety purposes or activities sanctioned by the city or other government entity. The penalty for violating the ordinance is a petty misdemeanor. RECOMMENDATION Approve the Ordinance on first reading. ACTION REQUESTED Approve the first reading of an Ordinance Enacting Section 52-21 of the Stillwater City Code Regarding Jumping from a Bridge, Overpass or Roadway into Public Water Attachment: Ordinance City of Stillwater Washington County, Minnesota ORDINANCE NO. AN ORDINANCE ENACTING SECTION 52-21 OF THE STILLWATER CITY CODE REGARDING JUMPING FROM A BRIDGE, OVERPASS OR ROADWAY INTO PUBLIC WATER The City Council of Stillwater does ordain: SECTION 1. ENACTMENT. Stillwater City Code Chapter 52, Section 21 regarding jumping from a bridge, overpass or roadway into public water is hereby enacted as follows: Subd. 1. It shall be unlawful for any person to climb on or jump or dive off or from any bridge, overpass, roadway, or other structure over or into any channel or narrow passageway of any public water within the City. Subd. 2 Exceptions. This section shall not apply to: (1) Authorized work. Employees, inspectors, contractors or agents authorized by a governmental unit or agency to perform work on any bridge, overpass, roadway, or other structure shall be exempt from this section. (2) Public safety. Any person or law enforcement officer or other public safety personnel in an emergency situation as necessary to perform a rescue or otherwise provide aid or assistance in an emergency involving an imminent threat to the life or safety of one or more persons shall be exempt from this section. (3) Government sponsored permitted or licensed activities. Certain government, and/or government permitted or licensed public or private activities related to public entertainment, including, but not limited to, community events, shall be exempt from this section. Subd. 3. Penalty. Any person violating this section shall be guilty of a petty misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than $300.00. SECTION 2. SUMMARY PUBLICATION. Pursuant to Minnesota Statutes, Section 412.191, in the case of a lengthy ordinance, a summary may be published. While a copy of the entire ordinance is available without cost at the office of the City Clerk, the following summary is approved by the City Council and shall be published in lieu of publishing the entire ordinance: The City is enacting an ordinance to prohibit jumping from a bridge, overpass or roadway into public water. SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and publication according to law. Adopted by the City Council of the City of Stillwater this day of , 2022. ATTEST: Beth Wolf, City Clerk CITY OF STILLWATER Ted Kozlowski, Mayor 2 iliwater THE BIRTHPLACE OF MINNESOTA DATE: August 11, 2022 TO: Mayor and City Council FROM: Shawn Sanders Public Works Director/City Engineer SUBJECT: Approval of Plans and Authorization to Bid the Downtown Manhole Rehabilitation Project -Project 2022-05 DISCUSSION The bid opening for the Downtown Manhole Rehabilitation Project was Thursday August 11 to and no bids were received. In talking to the consultant from Bolton and Menk, he felt there is interest from contractors to bid and complete the work in 2022 but the contractors needed additional information on the Nelson Street Lift Station regarding the discharge flows from the lift station. Staff and the consultant are working to provide this information in the plans and specifications so that we can open bids again in a few weeks. Staff is requesting approval of the plans and specifications and for authorization to bid. Bolton and Menk has prepared the ad for bid and will manage the bid process. Bid opening is scheduled for September 1, 2022. RECOMMENDATION It is recommended that Council approve plans & specifications and ordering advertisement for bids for the Downtown Manhole Rehabilitation Project ACTION REQUIRED If Council concurs with the recommendation, they should pass a motion adopting RESOLUTION 2022- APPROVING PLANS & SPECIFICATIONS AND ORDERING ADVERTISEMENT FOR BIDS FOR THE DOWNTOWN MANHOLE REHABILITATION PROJECT City of Stillwater, Washington County, Minnesota RESOLUTION 2022-xxx APPROVE PLANS & SPECIFICATIONS AND ORDERING ADVERTISEMENT FOR BIDS FOR THE DOWNTOWN MANHOLE REHABILITATION PROJECT PROJECT 2022-05 WHEREAS, the City Engineer has prepared plans and specifications for the Downtown Manhole Rehabilitation Project and has presented such plans and specifications to Council for approval. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF STILLWATER, MINNESOTA: 1. The plans and specifications presented by the City Engineer are hereby approved. 2. The City Clerk is ordered to prepare and cause to be inserted in The Gazette and online at QuestCDN.com the advertisement for bids upon the making of the improvement under the approved plans and specifications. The advertisement shall be published once in the Stillwater Gazette and online at QuestCDN.com and shall specify the work to be done, shall state that bids will be received until 10 am on September 1, 2022, at which time they will be publicly read, in the presence of the City Engineer. Viewing will be available at the Stillwater City Hall 216 North Fourth Street, Stillwater, MN 55082. 3. Bids will then be tabulated and will be considered by the Council at their next regular Council meeting on September 6th, 2022, in the Council Chambers. Any bidder whose responsibility is questioned during consideration of the bid will be given an opportunity to address the Council on the issue of responsibility. No bids will be considered unless sealed and filed with the Clerk and accompanied by a cash deposit, cashier's check, bid bond or certified check payable to the Clerk for ten (10) percent of the amount of the bid. Adopted by the Council this 16th day of August, 2022. CITY OF STILLWATER Ted Kozlowski, Mayor Attest: Beth Wolf, City Clerk i11watr THE BIRTHPLACE OF MINNESOTA DATE: August 16, 2022 TO: Honorable Mayor and City Councilmembers FROM: Tim Gladhill, Community Development Director SUBJECT: Public Sidewalk Use Policy, Private Benches PURPOSE The purpose of this report is to seek clarity on a specific aspect of Downtown Sidewalk Enforcement. Specifically, policies on allowing private benches within the sidewalk feels a bit clear. Previous cases and minutes appear to indicate allowing private benches on public sidewalks, although there appears to not have been a formal policy adopted specific to these private benches. As the City enforces other obstructions in public sidewalks Downtown, Business Owners have pointed to these private benches seeking clarity if these are allowed. This has been the aspect of the enforcement that has provided the most significant difficulty. There are a number of these private benches in Downtown, so it would appear to be a significant policy shift if the City Council were to ask these to be removed at this time. Background Per the direction of the City Council at the July 26 City Council Meeting, Staff has been working with a number of businesses to remove certain obstructions from Downtown Sidewalks that have been creating pedestrian congestion and safety concerns. A reminder that Staff had been taking an educational and voluntary compliance approach until pedestrian safety was compromised due to pedestrian traffic in roadways (especially Main Street, a State Highway). Staff has now begun sending official Compliance Letters/Notices of Violations. Staff still uses these conversations as an opportunity to educate local business and property owners on the need to focus on public safety and discusses other ways to attract retail foot traffic. As such, Staff is exploring opportunities to balance an enforcement approach with an incentive approach. Staff will report back at a future date. Additionally, enforcement of past policy direction has led to explore further the finer details of allowed improvements in rights -of -way. The City adopted a policy in 2008 pertaining to sandwich board signs (policy attached). There have been a number of questions about benches (without tables and dining). It is evident that this topic has been discussed multiple times over the past several years. Attached to this memo is a report from 2010. As it pertains to this discussion, this 2010 Report notes the following: "It is worth noting that a distinction is made between placing private benches or chairs outside on the edge of the sidewalk for general public use, [versus] placing them outside for a private commercial use. If everyone walking [on the] sidewalk is welcomed to use the amenity, it is generally acceptable as long as it leaves sufficient room for pedestrians to safely walk down the sidewalk. If the general public is not welcomed to sit there, or if food or drink is served there, then it is not allowed." In recognition of the above, Staff continues to focus on clothing racks, outdoor dining and other outdoor sales type uses on public property. Unless the City Council directs Staff differently, Staff will continue to allow private benches provided they meet the assumptions above. Either way, it is evident that the City's Sidewalk Policy should be updated with clearer policy direction (most notably, what constitutes "leaving sufficient room for pedestrians to walk down the sidewalk"?). A formal policy is a future action; this report is to ensure that Staff is meeting the City Council's expectations as it relates to enforcing Downtown Sidewalks. The City is not required to allow these private benches as it manages its rights -of -way. The City could also look at a different approach in which the City purchases and installs benches for public use. Based on conversations, the City Council might expect attendance at the Open Forum portion of the August 16 City Council Meeting. ACTION Motion to reaffirm the 2010 Policy Direction related to allowing private benches in public sidewalks in Downtown Stillwater. STILLWATER SIDEWALK SIGN POLICY FOR DOWNTOWN STILLWATER Policy Approved by the Stillwater City Council on November 11, 2008 The purpose of these guidelines are to assist downtown businesses attract more customers. A sidewalk sign maybe used downtown only if it has been issued an annual permit by the City. Business owners are responsible for obtaining a permit for their sign. The permits are valid from January 1st to December 31 st. Upon application, the City will review the application for compliance with the guidelines below. If the guidelines are met, the city will issue a sticker to the business owner for their sign. The sticker must be adhered to the sign before the sign can be displayed outside. Permits will be reviewed and granted by the City Planner. Any person aggrieved by a decision of the City Planner may have the decision reviewed de novo by the City Council in a written appeal filed with the City Clerk within 10 days of the Planner's decision. GUIDELINES 1. Generally 1.1. Business owners assume the liability of the signs placed on public property. 1.2. Various roads in Downtown Stillwater are under the jurisdiction of the Minnesota Department of Transportation and/or Washington County. The City of Stillwater will enforce its sign regulations along these streets and not those . of other agencies or jurisdictions. The City of Stillwater will not be responsible for the removal of signs placed in right-of-ways controlled by other jurisdictions. 2. Type 2.1. Signs must be an A -frame or single -panel style. 2.2. Signs must be portable and stable. 2.3. These guidelines do not allow portable interchangeable copy signs, typically placed on highways. 3. Size & Shape 3.1. Signs may consist of an overall size of up to 30" wide by up to 36" high by up to 24" deep. 3.2. Signs may be silhouette cut into a shape. Protruding sections which could cause a hazard to pedestrian traffic will not be permitted. 4. Colors 4.1. Signs must be consistent with approved Heritage Preservation Commission approved color scheme for building front and signage. 4.2. Sign cannot mimic traffic sign (including yellow traffic signs or construction zone orange) or contain sign -grade reflective material. 5. Design & Features 5.1. Business owners will be free to design high quality, creative signage with minimum restrictions, encouraging hand painted, carved and unique signage provided that the sign is a flat surface. 5.2. No interchangeable letters or letter copy on rails is permitted. Updated: May 29, 2009 Stillwater Sidewalk Sign Policy for Downtown Stillwater Page 2 of 3 5.3. Sidewalk signs may not be illuminated, animated, have moving parts, or electrically powered in any way. 5.4. Signs must contain a device (such as: braces, chain, rope, cable, etc.) to prevent sign panels from spreading. 5.5. Signs may not have more than two (2) sign faces. 5.6. All signs must be maintained in a high quality state, with no peeling, broken, cracked, or faded paint/vinyl. 6. Materials 6.1. Signs must be constructed using quality exterior, weatherproof, sign board materials. 6.2. Signs constructed with light materials such as plastic should be weighted, to remain stationary on windy days. 6.3. No loose or lightly attached sign panels. 7. Installation 7.1. Each business is allowed to display only one sandwich board -type sign at a time. 7.2. Placement of sidewalk signs on private landscaped areas in front of business, between front of building and sidewalk is allowed. 7.3. Buildings with more than one tenant (such as the Grand Garage and River Exchange Building) will be allowed one sidewalk sign per 20 linear feet of building frontage, provided all other guidelines can be met. 7.4. Signs must be temporary and may be displayed during business hours only. Signs must be removed and stored indoors after hours. 7.5. Signs on private property may be placed on any ground surface that does not conflict with pedestrian circulation. Signs on public sidewalk must be setback 1 foot from the back of curb with the corner of the sign placed in the hexagon paver block area. 7.6. Signs must be setback a minimum of 15 feet from that back of curb of any intersection. 7.7. Signs must not interfere with access to business, the passage of pedestrians on the sidewalk, or the opening of the doors of parked vehicles. Sign placement must conform with all Fire Code provisions. 7.8. Signs cannot be placed in front of or adjacent to another business, commercial enterprise, or vacant land, unless permission is given by the building or business owner. In addition, placement of such signs is prohibited on all City property, including but not limited to parking lots, streets, or alleys. 7.9. Five feet of clearance must be maintained (unobstructed by signs) between the building and street for pedestrian circulation. 7.10. Signs shall not be displayed after a snow event of two inches or greater until all snow removal operations are completed. 7.11. Buildings with frontage on more than one street are entitled to a sign on each street. 8. Area these Guidelines Affect 8.1. This guidelines shall be applicable to the area within Stillwater's Historic Design Review District. Updated: May 29, 2009 iliwater THE BIRTHPLACE OF MINNESOTA City Council Special Meeting DATE: August 2, 2010 TO: Mayor & Council Members RE: Private Use of Downtown Public Sidewalks FROM: Bill Turnblad, Community Development Director INTRODUCTION Every few years the private use of public sidewalks downtown becomes an issue. It is once again a topic of discussion. CHRONOLOGY A chronology of downtown sidewalk policy decisions may be helpful as the topic is reconsidered. Feb 17, 1998 License issued to Savories, Stillwater Grill and Marlene's Deli to serve food on the public sidewalk in front of their businesses. Sept 16, 2003 Council voted to discontinue the license and to discontinue allowing businesses to have outside seating for their restaurants on public sidewalks. Oct 7, 2003 Savories asks Council to reconsider their decision. Staff was directed to meet with Savories to review the request. Dec 2, 2003 City Council votes to reaffirm its decision not to allow outdoor seating on public sidewalks. At the same meeting, the Council directed staff to prepare guidelines for [private] use of public sidewalks. Feb 3, 2004 Council adopted policy on newspaper stand use of public sidewalks. Nov 18, 2008 Council adopted policy on sidewalk signage. ADMINISTRATION OF POLICIES Here is a summary of the current policies and how they are administered: 1. Sandwich board signs — Location, number and size are regulated by written policy. When a complaint is received that a sign does not meet the policy, City planning staff investigates. If the sign is non -compliant, the planning staff asks the sign owner to remove it or modify it to be in compliance. If the sign is not brought into compliance within a reasonable period of time, staff sends a letter Use of DT sidewalks Page 2 asking for compliance. If written notice is not effective, planning staff turns the case over to the Police Department. 2. Newspaper dispensers — If a complaint is received, City planning staff investigates. If the dispenser is non -compliant with the written policy, it is removed from public property and the owner is called by City staff to retrieve their property. 3. General use — Based upon minutes of City Council meetings, the following verbal policy exists. Due to the narrowness of downtown public sidewalks, they are reserved for public facilities, pedestrian circulation, and public amenities. They are not to be put to private commercial uses. Private commercial uses , include such things as displaying merchandise for sale, displaying sample merchandise for sale, placing tables and chairs for outside restaurant or bar service, etc. If a complaint is received that the policy is not being followed, then City planning staff investigates. If the complaint seems to be inconsistent with policy, City planning staff asks the business owner to bring the item into compliance. If the item is not brought into compliance within a reasonable period of time, planning staff sends a letter asking for compliance. If written notice is not effective, planning staff turns the case over to the Police Department. It is worth noting that a distinction is made between placing private benches or chairs outside on the edge of the sidewalk for general public use, and placing them outside for private commercial use. If everyone walking down sidewalk is welcomed to use the amenity, it is generally acceptable as long as it leaves sufficient room for pedestrians to safely walk down the sidewalk. If the general public is not welcomed to sit there, or if food or drink is served there, then it is not allowed. bt Washington County 1. 8:30 Personnel Committee FYI BOARD WORKSHOPS August 16, 2022 - 9:00 AM 2. 9:00 2023 Recommended Budget Workshops 9:00 A. Review the 2023 recommended budget for the Attorney's Office. 9:45 B. Review the 2023 recommended budget for the Sheriffs Office. 3. 10:30 Board Workshop with Public Works - Joe Ayers -Johnson, Planner II Board of Commissioners Fran Miron, District 1 Stan Karwoski, District 2 Gary Kriesel, District 3 Wayne A. Johnson, Chair, District 4 Lisa Weik, District 5 A. Update on county -owned transit facilities, including follow-up from board discussion at a previous workshop. * Please note: No official county business or votes will take place during Workshop Only meetings. Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 Washington County is an equal opportunity organization and employer Washington County BOARD AGENDA August 9, 2022 - 9:00 AM 9:00 Washington County Regional Railroad Authority A. Roll Call Pledge of Allegiance Board of Commissioners Fran Miron, District 1 Stan Karwoski, District 2 Gary Kriesel, District 3 Wayne A. Johnson, Chair, District 4 Lisa Weik, District 5 B. Approval of the Regional Railroad Authority minutes from April 19, 2022. C. Adopt a resolution to approve the petition in connection with the Registrars' issuance of a new Certificate of Title and authorize the Washington County Examiner of Titles to represent the Washington County Regional Railroad Authority in the proceeding for the issuance of a new Certificate of Title. D. Adjourn 2. 9:30 Roll Call 3. 9:30 Comments from the Public Visitors may share their comments or concerns on any issue that is a responsibility or function of Washington County Government, whether or not the issue is listed on this agenda. Persons who wish to address the Board must fill out a comment card before the meeting begins and give it to the County Board Clerk or the County Administrator. The County Board Chair will ask you to come to the podium, state your name and city of residence, and present your comments. Your comments must be addressed exclusively to the Board Chair and the full Board of Commissioners. Comments addressed to individual Board members will not be allowed. You are encouraged to limit your presentation to no more than five minutes. The Board Chair reserves the right to limit an individual's presentation if it becomes redundant, repetitive, overly argumentative, or if it is not relevant to an issue that is part of Washington County's responsibilities. 4. 9:40 Consent Calendar - Roll Call Vote Consent Calendar items are generally defined as items of routine business, not requiring discussion, and approved in one vote. Commissioners may elect to pull a Consent Calendar item(s) for discussion and/or separate action. A. Approval of the July 26, 2022, County Board meeting minutes. B. Approval to reappoint Chris Loth, Forest Lake, to a full first term expiring September 23, 2025, as a Manager on the Comfort Lake Forest Lake Watershed District. C. Approve revisions to Policy #6002, County Board Agenda. D. Approve revisions to Policy #6004, Audience Discussion at County Board Meetings. E. Approval of a needs determination application for Empower Me Group to develop a new Day Support Services (formerly known as Day Training and Habilitation) Program. F. Approval of the plat of Saint Boniface Oaks East Second Addition in West Lakeland Township. Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 Washington County is an equal opportunity organization and employer Washington County Consent Calendar continued G. Approve comment letter to Valley Branch Watershed District on its proposed rule revisions. H. Accept a donation in the amount of $4,278.12 from Coffective. I. Adopt a resolution allowing Washington County to enter into a cooperative agreement with the Minnesota Department of Natural Resources for cooperative operations and maintenance of the natural surfaced trails and natural surfaced trail connections / intersections with the Gateway State Trail located within the State Trail corridor and within the boundaries of Pine Point Regional Park. J. Adopt a resolution authorizing the Washington County Sheriffs Office to accept a donation from Stillwater Motors in the amount of $1,000. K. Approve Joint Powers Agreement No. 14695 with the City of Stillwater for sharing law enforcement data. L. Approve Joint Powers Agreement No. 15025 with the City of Forest Lake for sharing law enforcement data. M. Approve Amendment No. 1 to Agreement No. 12424 and authorize permanent use of fund balance in an amount not to exceed $100,000 from the Public Safety System Fund 242. 5. 9:40 Public Health and Environment - Lia Burg, Senior Community Health Specialist A. Adopt a resolution recognizing August 2022, as Minnesota Breastfeeding Month. 6. 10:00 General Administration - Amanda Hollis, Senior Planner (item A) Kevin Corbid, County Administrator A. 2021 Performance Measures and Indicators Report Presentation 7. 10:30 Commissioner Reports - Comments - Questions This period of time shall be used by the Commissioners to report to the full Board on committee activities, make comments on matters of interest and information, or raise questions to the staff. This action is not intended to result in substantive board action during this time. Any action necessary because of discussion will be scheduled for a future board meeting. 8. Board Correspondence 9. 10:45 Adjourn Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 Washington County is an equal opportunity organization and employer Washington County 10. 10:50 2023 Recommended Budget Workshops 10:50 A. Presentation and discussion on the proposed 2023 Washington County Regional Railroad Authority (WCRRA) and Gold Line budgets. 11:20 B. Presentation and discussion on the proposed 2023 Public Works budget. Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 Washington County is an equal opportunity organization and employer