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022613completeagenda CITY OF RICHFIELD, MINNESOTA TUESDAY, FEBRUARY 26, 2013 RICHFIELD MUNICIPAL CENTER 6700 PORTLAND AVENUE REGULAR CITY COUNCIL MEETING COUNCIL CHAMBERS 7:00 P.M. AGENDA INTRODUCTORY PROCEEDINGS Call to order Roll call Open forum (15 minutes maximum) Each speaker is to keep their comment period to three minutes to allow sufficient time for others. Comments are to be an opportunity to address the Council on items not on the agenda. Individuals who wish to address the Council must have registered prior to the meeting. Notes: Pledge of Allegiance Approval of minutes of(1) Special City Council Meeting of January 22, 2013; (2) Regular City Council Meeting of February 12, 2013; and (3) Special City Council Worksession of February 19, 2013 PRESENTATION 1. Recognition ceremony for life-saving efforts in Richfield on December 9, 2012 Police Chief Todd Sandell will present the following awards: • Richfield citizen Brianna Reinhart and friend, Brian Newkirk will receive a Departmental Commendation Award for assisting arriving officers, directing them to the scene, rescuing the boy from the swimming pool and assisting Sergeant Kromschroeder. • Richfield Dispatcher Lynn Werner will receive a Department Commendation Award for filtering through several unclear 911 calls, while remaining calm during the incident and immediately dispatching public safety responders. • Richfield Police Officer Greg Peterson will receive a Departmental Commendation Award for his life saving efforts involving the 6 year old female. • Richfield Police Sergeant David Kromschroeder will receive a Medal of Merit for his self-sacrifice and devotion to duty without regard for his own personal safety when he rescued the unconscious 6 year old from the swimming pool and immediately administering CPR until properly relieved. Fire Chief Wayne Kewitsch will present the following awards: • Richfield Fire Captain David Quebodeaux, Firefighters Charles Russell, John Wolfgram and Joseph Halaska will receive Departmental Commendations for their life saving efforts. • Hennepin County Medical Center EMS Paramedics Kent Koelln, Amber Brown will receive Departmental Commendations. COUNCIL DISCUSSION 2. Council discussion • Hats Off to Hometown Hits Notes: AGENDA APPROVAL 3. Council approval of agenda CONSENT CALENDAR 4. Consent Calendar contains several separate items,which are acted upon by the City Council in one motion. Once the Consent Calendar has been approved, the individual items and recommended actions have also been approved. No further Council action on these items is necessary. However, any Council Member may request that an item be removed from the Consent Calendar and placed on the regular agenda for Council discussion and action. All items listed on the Consent Calendar are recommended for approval. A. Consideration of approval of the first reading of the proposed ordinance amendment to the City Administrative Code Chapter III, Subsection 310.07, Subdivision 5, describing background investigations and schedule the second reading for March 12, 2013 S.R. No. 37 B. Consideration of approval of a resolution approving the agreement for the purchase of a property located at 6314-17th Avenue and the related addendum and approving the addendum to the purchase agreement for the property located at 6332-17th Avenue for the Richfield Parkway Improvement Project S.R. No. 38 C. Consideration of approval of the hiring of WSB &Associates, Inc. to provide final design services for the Richfield Parkway North Connection (between 17th Avenue and Bloomington Avenue) related to the Taft Lake Water Quality Improvement Project, at a cost not to exceed $65,000 S.R. No. 39 D. Consideration of approval of a resolution supporting the submittal of a Transit Oriented Development Grant Application to Hennepin County for the Lyndale Gardens redevelopment project S.R. No. 40 E. Consideration of approval of a resolution approving a conditional use permit for a funeral home at 6501 Nicollet Avenue S.R. No. 41 F. Consideration of approval of the Land Disposition Agreement with Hennepin County to develop 2517-76th Street West in accordance with the Community Development Block Grant Program guidelines within two years of the date the agreement is executed S.R. No. 42 G. Consideration of approval of the Land Disposition Agreement with Hennepin County to develop 7316 Clinton Avenue in accordance with the Community Development Block Grant Program guidelines within two years of the date the agreement is executed S.R. No. 43 Notes: 5. Consideration of item(s), if any, removed from Consent Calendar Notes: PUBLIC HEARING 6. Public hearing regarding a resolution authorizing the use of funds for the 2013 Urban Hennepin County Community Development Block Grant Program and authorizing execution of a Subrecipient Agreement with Hennepin County and any required third party agreements Staff Report No. 44 Notes: RESOLUTIONS 7. Consideration of the resolution approving the contract with the International Union of Operating Engineers, Local 49 for the contract period January 1, 2013 through December 31, 2014 Staff Report No. 45 Notes: 8. Consideration of the resolutions authorizing an Interfund Loan for advance of certain costs in connection with property located within the Cedar Avenue Tax Increment Financing District and approval of a Cooperative Agreement with the Richfield HRA Staff Report No. 46 Notes: 9. Consideration of the resolution awarding the sale of General Obligation Improvement Bonds, Series 2013A, in the original aggregate principal amount of$3,120,000; fixing their form and specifications; directing their execution and delivery; and providing for their payment Staff Report No. 47 Notes: 10.Consideration of the resolution awarding the sale of General Obligation Storm Water Revenue Bonds, Series 2013B; in the original aggregate principal amount of $2,770,000, fixing their form and specifications; directing their execution and delivery; and providing for their payment Staff Report No. 48 Notes: CITY MANAGER'S REPORT 11.City Manager's Report Notes: 12.Claims and payrolls Open forum (additional 15 minutes if more time needed after first Open Forum and by majority vote of the City Council) Each speaker is to keep their comment period to three minutes to allow sufficient time for others. Comments are to be an opportunity to address the Council on items not on the agenda. Individuals who wish to address the Council must have registered prior to the meeting. Notes: 13.Adjournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9738. CITY COUNCIL MEETING MINUTES Richfield, Minnesota Special City Council Meeting gee,4 .eed Advisory Board/Commission Applicant Interview January 22, 2013 CALL TO ORDER The meeting was called to order by Mayor Goettel at 6:37 p.m. in the Babcock Room. ROLL CALL MEMBERS PRESENT: Debbie Goettel, Mayor; Pat Elliott, Sue Sandahl; Edwina Garcia; and Tom Fitzhenry. INTERVIEW OF APPLICANTS The City Council conducted an interview of the following applicant for appointment to City Advisory Boards and Commissions: Erin Rykken ADJOURNMENT The meeting was adjourned by unanimous consent at 6:53 p.m. Date Approved: February 12, 2013. Debbie Goettel Mayor Cheryl Krumholz Steven L. Devich Executive Coordinator City Manager CITY COUNCIL MEETING MINUTES g *eed Richfield, Minnesota G Regular Meeting February 12, 2013 CALL TO ORDER The meeting was called to order by Mayor Goettel at 7:00 p.m. ROLL CALL Members Present: Debbie Goettel, Mayor; Pat Elliott; Tom Fitzhenry; and Sue Sandahl. Members Absent: Edwina Garcia. Staff Present: Steven L. Devich, City Manager; Mike Eastling, Public Works Director; Jim Topitzhofer, Recreation Services Director; Wayne Kewitsch, Fire Services Director; Jeff Pearson, Traffic Engineer; Chris Regis, Finance Manager; Corrine Heine, City Attorney; and Cheryl Krumholz, Executive Coordinator. M/Sandahl, S/Elliott to excuse Council Member Garcia from the February 12, 2013 Regular City Council Meeting. Motion carried 4-0. OPEN FORUM John Bjostad, 7016 Harriet Avenue, announced the Richfield Home & Garden Expo at the Richfield High School on February 16, 2013 from 9:30 a.m. to 3:30 p.m. PLEDGE OF ALLEGIANCE Mayor Goettel led the audience in the Pledge of Allegiance. APPROVAL OF MINUTES Council Meeting Minutes -2- February 12,2013 M/Sandahl, S/Elliott to approve the minutes of Regular City Council Meeting of January 22, 2013. Motion carried 4-0. Item #1 COUNCIL DISCUSSION • HATS OFF TO HOMETOWN HITS Mayor Goettel acknowledged the Menards opening for contractors on February 11, 2013. Mayor Goettel invited Abigail Farnham, Girl Scout Troop 11404 and Nicole Farnham, Girl Scout Troop 11385, 7239 James Avenue, to discuss cookie sales. Council Member Fitzhenry acknowledged the ideas and concepts discussed for the visioning of county roads, including 66th Street and Portland Avenue, at the recent Transportation Commission meeting. Council Member Elliott discussed the Penn Avenue Open Streets event to be held on Sunday, September 15. He also stated the City's application for a grant from Blue Cross/Blue Shield for this event was approved. Mayor Goettel discussed the recruitment for applicants for the Housing Visioning Task Force. Item #2 COUNCIL APPROVAL OF AGENDA Mayor Goettel moved Consent Calendar Item 3E to Item 4 for separate consideration. M/Fitzhenry, S/Elliott to approve the agenda, as amended. Motion carried 4-0. Item #3 CONSENT CALENDAR A. Consideration of approval of the first reading of a transitory ordinance providing funding for certain capital improvements from the Special Revenue Fund and schedule the public hearing and second reading for March 12, 2013 S.R. No. 26 B. Consideration of approval of a resolution authorizing an Internal Loan in the amount of $311,483 to fund final construction costs for the Honoring All Veterans Memorial S.R. No. 27 RESOLUTION NO. 10758 RESOLUTION AUTHORIZING $311,483.00 INTERNAL LOAN FOR FINAL CONSTRUCTION IMPROVEMENTS AT THE HONORING ALL VETERANS MEMORIAL This resolution appears as Resolution No. 10758. C. Consideration of approval of a resolution providing for the sale of$2,770,000 General Obligation Storm Water Revenue Bonds, Series 2013B and authorizing the City to enter Council Meeting Minutes -3- February 12,2013 into a credit enhancement program agreement with the Minnesota Public Facilities Authority S.R. No. 28 RESOLUTION NO. 10759 RESOLUTION PROVIDING FOR THE SALE OF $2,770,000 GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 2013B This resolution appears as Resolution No. 10759. RESOLUTION NO. 10760 RESOLUTION AUTHORIZING THE CITY TO ENTER INTO A CREDIT ENHANCEMENT PROGRAM AGREEMENT WITH THE MINNESOTA PUBLIC FACILITIES AUTHORITY This resolution appears as Resolution No. 10760. D. Consideration of approval of a resolution authorizing the City to execute membership in the Houston-Galveston Area Council cooperative purchasing consortium S.R. No. 29 RESOLUTION NO. 10761 RESOLUTION TO EXECUTE THE INTERLOCAL CONTRACT FOR COOPERATIVE PURCHASING BETWEEN THE CITY OF RICHFIELD AND THE HOUSTON-GALVESTON AREA COUNCIL (HGACBUY) This resolution appears as Resolution No. 10761. E. Moved to Item 6. F. Consideration of approval of a resolution authorizing acceptance of grants and donations received by the Richfield Recreation Services Department and to authorize the City to administer the funds in accordance with grant agreements and terms prescribed by donors S.R. No. 31 RESOLUTION NO. 10763 RESOLUTION AUTHORIZING ACCEPTANCE OF GRANTS RECEIVED BY THE CITY OF RICHFIELD-RECREATION SERVICES DEPARTMENT AND TO AUTHORIZE THE CITY TO ADMINISTER THE FUNDS IN ACCORDANCE WITH GRANT AGREEMENTS AND TERMS PRESCRIBED BY DONORS This resolution appears as Resolution No. 10763. G. Consideration of approval of the modifications to the Transportation Commission's Bylaws to include a non-voting liaison from the resident Bicycle Advisory Group as recommended by the Transportation Commission S.R. No. 32 H. Consideration of approval of the purchase orders to Nelson Auto Center in the sum of $105,647.28, plus tax and licenses for four new Ford Interceptor SUV's S.R. No. 33 M/Goettel, S/Sandahl to approve the Consent Calendar, as amended. Motion carried 4-0. Item #4 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM CONSENT CALENDAR Council Meeting Minutes -4- February 12,2013 Item 3E. Consideration of approval of a resolution showing City Council support for a community band shell and to authorize the Richfield Foundation to submit a formal funding request to potential sponsors to help fund a band shell project S.R. No. 30 Council Member Fitzhenry presented Staff Report No. 30. Recreation Services Director Topitzhofer explained the resolution authorizes a funding proposal. He added that no site selection has been indicated and explained the process of how that will be determined. If the grant is awarded, acceptance of the grant will come before the City Council for consideration. M/Fitzhenry, S/Goettel that the following resolution be adopted and that it be made part of these minutes: RESOLUTION NO. 10762 RESOLUTION AUTHORIZING THE RICHFIELD FOUNDATION TO SUBMIT A FORMAL FUNDING REQUEST TO POTENTIAL SPONSORS AND DECLARING SUPPORT OF CONSTRUCTING A BAND SHELL ON A YET-TO-BE DETERMINED PARK SITE Motion carried 4-0. This resolution appears as Resolution No. 10762. Item #5 PUBLIC HEARING REGARDING THE IMPROVEMENT PROJECT NO. CP-41007 (NORTH RICHFIELD PARKWAY) AND CONSIDERATION OF A RESOLUTION RECEIVING FEASIBILITY REPORT, ORDERING RICHFIELD PARKWAY IMPROVEMENT PROJECT AND PREPARATION OF PLANS S.R. NO. 34 Council Member Fitzhenry presented Staff Report No. 34 Bernard Hughes, 6417-17th Avenue, stated he is continuing negotiations. M/Goettel, S/Fitzhenry to close the public hearing. Motion carried 4-0. Public Works Director Eastling explained the status of the purchasing agreements. M/Fitzhenry, S/Sandahl that the following resolution be adopted and that it be made part of these minutes: RESOLUTION NO. 10764 RESOLUTION RECEIVING FEASIBILITY REPORT, ORDERING IMPROVEMENT PROJECT NO. CP-41007 AND ORDERING THE PREPARATION OF PLANS AND SPECIFICATIONS Motion carried 4-0. This resolution appears as Resolution No. 10764. Item #6 CONSIDERATION OF A RESOLUTION APPROVING AGREEMENT FOR THE PURCHASE OF CERTAIN PROPERTIES LOCATED ON 17TH AVENUE FOR THE RICHFIELD PARKWAY IMPROVEMENT PROJECT S.R. NO. 35 Council Member Elliott presented Staff Report No. 35. Council Meeting Minutes -5- February 12,2013 M/Elliott, S/Fitzhenry that the following resolution be adopted and that it be made part of these minutes: RESOLUTION NO. 10765 RESOLUTION APPROVING AGREEMENTS FOR THE PURCHASE OF CERTAIN PROPERTIES LOCATED ON 17TH AVENUE FOR THE RICHFIELD PARKWAY IMPROVEMENT PROJECT Motion carried 4-0. This resolution appears as Resolution No. 10765. Item #7 CONSIDERATION OF AN AGREEMENT WITH HENNEPIN COUNTY FOR THE AWARDING AND USE OF COUNTY FUNDING FOR COSTS ASSOCIATED WITH RICHFIELD PARKWAY S.R. NO. 36 Mayor Goettel presented Staff Report No. 36. M/Goettel, S/Fitzhenry to approve an agreement with Hennepin County for the awarding and use of county funding for costs associated with Richfield Parkway. Motion carried 4-0. Item #8 CITY MANAGER'S REPORT The City Council confirmed that the Transportation Commission meetings discussing county road visioning should be posted as Special City Council Meetings because a quorum may be present. City Manager Devich stated he attended the Metropolitan Council State of the Region address and Richfield was recognized for its development as it relates to transit. Item #9 CLAIMS AND PAYROLLS M/Fitzhenry, S/Sandahl that the following claims and payrolls be approved: U.S. Bank 02/12/13 NP Checks: 219458-219909 $ 1,381,261.07 Payroll: 90108 - 90433 $ 578,070.96 TOTAL $ 1,959,332.03 Motion carried 4-0. OPEN FORUM None. ADJOURNMENT Council Meeting Minutes -6- February 12,2013 The City Council meeting was adjourned by unanimous consent at 7:35 p.m. Date Approved: February 26, 2013 Debbie Goettel Mayor Cheryl Krumholz Steven L. Devich Executive Coordinator City Manager CITY COUNCIL MINUTES Richfield, Minnesota ge,C*CeelSpecial City Council Worksession February 19, 2013 CALL TO ORDER The meeting was called to order by Mayor Goettel at 8:09 a.m. in the Bartholomew Conference Room. ROLL CALL Council Members Debbie Goettel, Mayor; Pat Elliott; Edwina Garcia; Sue Sandahl; and Tom Present: Fitzhenry. Staff Present:: Steven L. Devich, City Manager; Mike Eastling, Public Works Director; John Stark, Community Development Director; Jim Topitzhofer, Recreation Services Director; Wayne Kewitsch, Fire Services Director; Todd Sandell, Public Safety Director; Chris Regis, Finance Manager; and Pam Dmytrenko, Assistant City Manager. Item # I DISCUSSION OF ANNUAL GOAL SETTING The City Council and staff discussed goal setting and strategic planning for 2013. ADJOURNMENT The meeting was adjourned by unanimous consent at 1:23 p.m. Date Approved: February 26, 2013 Debbie Goettel Mayor Cheryl Krumholz Steven L. Devich Executive Coordinator City Manager AGENDA SECTION: CONSENT AGENDA ITEM# 4A REPORT# 37 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: JESSE SWENSON, HR COORDINATOR NAME, TITLE DEPARTMENT DIRECTOR REVIEW: 4000Ii SIGNATURE REVIEWED BY CITY I, MANAGER: ITEM FOR COUNCIL CONSIDERATION: First reading consideration of amendment to the City Administrative Code Chapter III, Subsection 310.07, Subd.5 describing background investigations. I. RECOMMENDED ACTION: By Motion: Approve the first reading of the proposed ordinance amendment to the City Administrative Code Chapter III, Subsection 310.07, Subdivision 5, describing background investigations and schedule the second reading for March 12, 2013. II. BACKGROUND Since 2008, law enforcement agencies were permitted to conduct Minnesota criminal history background checks for employment and licensing purposes if an ordinance had been enacted requiring that the background check be conducted. Richfield ordinance includes such language on background checks. In January of 2013, the Minnesota Department of Public Safety - Bureau of Criminal Apprehension notified all local law agencies conducting background checks on final applications for City positions to comply with amended regulations, effective January 1, 2015. The amended regulations include provisions that written consent is required and that the hiring authority will keep the results of background checks. 0228—Background Investigations III. BASIS OF RECOMMENDATION A. POLICY • The new ordinance language defines the purpose of conducting background investigations, along with provisions regulating who, on staff, will keep the information on file and what type of consent form should be on file. • The recommended changes ensure City compliance with BCA regulations. B. CRITICAL TIMING ISSUES • Changes to the City's administrative code need to be completed by January 2015 in order to be in compliance with BCA regulations. Ordinances that are not in compliance will be subject to an audit sanction. • In order to meet publishing requirements for the second reading of an ordinance amendment, it is recommended that the second reading be scheduled for March 12, 2013. C. FINANCIAL • None. D. LEGAL • The changes in placement from City Code to policy were reviewed by the City Attorney for accuracy and legality. E. ENVIRONMENTAL CONSIDERATIONS • None. IV. ALTERNATIVE RECOMMENDATIONS) • Do not amend the ordinance. • Defer discussion to another date. V. ATTACHMENTS • City Administrative Code change. VI. PRINCIPAL PARTIES EXPECTED AT MEETING • None. BILL NO. AN ORDINANCE RELATED TO CRIMINAL HISTORY BACKGROUND CHECKS FOR APPLICANTS FOR CITY EMPLOYMENT, VOLUNTEERS AND INDEPENDENT CONTRACTORS THE CITY OF RICHFIELD DOES ORDAIN: Section 1. Subsection 310.07 of the Richfield City Code is amended as follows: Subd. 5 Background investigations. A - - - - -- - - -- - -- (a) Purpose. The purpose and intent of this subdivision is to establish regulations that will allow the Richfield Public Safety Department to access Minnesota's Computerized Criminal History information for specified non-criminal purposes of employment background checks for the positions described in paragraph (b). (b) Positions. The Richfield Public Safety Department is authorized to conduct a criminal history background investigation on applicants who are finalists and selected for interviews for city employment, all volunteers who work in conjunction with children and/or vulnerable adults and independent contractors. (c) Maintenance of Data. In conducting criminal history background investigations under this subdivision, the Public Safety Department is authorized to access data maintained in the state Bureau of Criminal Apprehension (BCA) computerized criminal history information system in accordance with BCA policy. Any data that is accessed and acquired must be maintained within the department under the care and custody of the Public Safety Director, or his or her designee. A summary of the results of the computerized criminal history data maybe released by the Public Safety Department to the hiring authority, including the City Council, City Manager, Assistant City Manager/HR Manager, or other City staff involved in the hiring process. (d) Consent Required. Before the investigation is undertaken the finalist, volunteer or contractor must give authorization to the Public Safety Department in writing to undertake the investigation and to release the information to the Human Resources Manager and other appropriate city staff. The written consent must fully comply with the provisions of applicable data privacy statutes regarding the collection, maintenance and use of the information. (e) Upon the request of the manager or designee, the Public Safety Department must obtain and provide additional background information about certain employment, volunteer or independent contract candidates such as: {b} f background check and criminal history check through fingerprints to determine whether a candidate who may have substantial contact with juveniles is the subject of any reported conviction of Child Protection Background Check Act crimes, (c) fiq thorough background screening, investigation, state and national arrest and fugitive record checks, and state and national III record checks by fingerprints from candidates who would have access to operate, program, effectuate access to a National Crime Information Center (NCIC) terminal or initiate transmission of NCIC information. Subd. 6. Disqualification of applicant due to background investigation. Except for the positions set forth in Minn. Stat. § 364.09, no person shall be disqualified from employment with the city solely or in part because of a prior conviction of a crime or crimes — unless the crime or crimes for which convicted directly relate to the position of employment sought and the conviction is for a felony, gross misdemeanor, or misdemeanor with a jail sentence. In determining if a conviction directly related to the position of public employment sought, the hiring authority shall consider the requirements of Minnesota Statutes Chapter 364. Should the City reject the finalist's request for employment due, partially or solely, to the applicant's prior conviction of a crime, the Human Resources Manager shall notify the finalist in writing of the following: (a) the grounds and reasons for the denial; (b) the applicable complaint and grievance procedure set forth in Minnesota Statutes Section 364.06; (c) the earliest date the applicant may reapply for employment; and, (d) that all competent evidence of rehabilitation will be considered upon reapplication. Section 2. This ordinance will be effective in accordance with Section 3.09 of the City Charter. Adopted this of , 2013. By: Debbie Goettel, Mayor ATTEST: Nancy Gibbs, City Clerk AGENDA SECTION: CONSENT AGENDA ITEM# 4B REPORT# 38 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: JEFF PEARSON, TRANSPORTATION ENGINEER NAME,TITLE DEPARTMENT DIRECTOR REVIEW: f J SIGNATURE REVIEWED BY CITY / MANAGER: ITEM FOR COUNCIL CONSIDERATION: Consideration of a resolution approving agreement for the purchase of a property located at 6314 17th Avenue and related addendum, and approving addendum to purchase agreement for property•located at 6332 17th Avenue for the Richfield Parkway Improvement Project I. RECOMMENDED ACTION: By Motion approve a resolution: 1. Approving agreement for the purchase of a property located at 6314 17th Avenue for the Richfield Parkway Improvement • Project and related addendum 2. Approving addendum to purchase agreement for property located at 6332 17th Avenue II. BACKGROUND The Richfield Parkway Improvement Project requires additional right of way for construction of the full parkway section. Twelve single-family homes will need to be acquired. Purchase Agreement Appraisal reports were prepared for all 12 properties. The City public works staff and the right of way consultant have successfully negotiated purchase agreements with 11 of the 12 property owners. Ten of the purchase agreements were approved by resolution at the February 12, 2013 Council meeting. This resolution seeks 022613 1 7thAven ue Homes 419262v1 CAH RC145-624 approval of the purchase agreement for the eleventh property. Negotiations continue with the remaining property owner, and the City staff will bring the final proposed purchase back to the City Council for consideration at a future date. The purchase price for the property at 6314 17th Avenue is $145,000, which is the value as appraised by the City's independent appraiser. The agreement is contingent on the mortgagee's approval. Addenda The proposed resolution also includes approval of addenda to the purchase agreements for 6314 17th Avenue and 6332 17th Avenue. Similar addenda will be needed for all of the purchase agreements that the City Council previously approved. The addenda address two issues that came to light after the property owners had signed their respective purchase agreements: (1) in negotiations, the City had represented that it would pay closing costs, including deed transfer taxes, and the purchase agreement was inconsistent with that representation; and (2) the addenda provide some flexibility in setting the date of possession, so that, if needed, owners can have some time after closing to transition to their new residences, rather than having to vacate on the date of closing. Similar addenda for the other properties in this project will be brought to the City Council for consideration at a future date. III. BASIS OF RECOMMENDATION A. POLICY • The City has identified the need to acquire 12 properties in connection with the Richfield Parkway Improvement Project. • Property acquisition procedures set forth by the Uniform Relocation • Assistance and Real Property Acquisitions Policies Act of 1970 are being followed. B. CRITICAL TIMING ISSUES • This offer is contingent on bank approval and must be approved and signed by all parties before bank review can begin. • This property will begin the closing process after City Council approval • of the attached resolution and bank approval of the offer. C. FINANCIAL • Funding for the Improvements including roadway construction and purchase of the 17th Avenue parcels will primarily be provided through a Special Assessment Bond in the amount of$2,998,000. • See attached Sources and Uses worksheet D. LEGAL • The City attorneys have overseen the property acquisition process and will be available to answer any questions. • E. ENVIRONMENTAL CONSIDERATIONS • None IV. ALTERNATIVE RECOMMENDATION(S) • The Council may decide to not approve the purchase agreement or addenda • and direct staff on how to proceed. V. ATTACHMENTS • Resolution approving agreement for the purchase of property located on 17th Avenue for the Richfield Parkway Improvement Project. • Purchase Agreement for 6314 17th Avenue • Addendum to Purchase Agreement for 6314 17th Avenue • • Addendum to Purchase Agreement for 6332 17th Avenue • Sources and Uses Worksheet VI. PRINCIPAL PARTIES EXPECTED AT MEETING • 17th Avenue residents • • REVISED RESOLUTION NO. RESOLUTION APPROVING AGREEMENT AND ADDENDA TO AGREEMENTS FOR THE PURCHASE OF CERTAIN PROPERTIES LOCATED ON 17TH AVENUE FOR THE RICHFIELD PARKWAY IMPROVEMENT PROJECT WHEREAS, the City of Richfield has undertaken an improvement project, No. CP 410007 (North Richfield Parkway Improvement Project)(the "Project"), which involves the reconstruction of Richfield Parkway/ 17th Avenue between 63rd Street and 65th Street; and, WHEREAS, in order to construct the Project, the City Council has determined that it is reasonably necessary to purchase certain real properties located adjacent to 17th Avenue, all in the City of Richfield, Hennepin County, Minnesota; and WHEREAS, the City has obtained an appraisal of the property from qualified independent professional appraisers; and WHEREAS, the City staff and consulting right of way agent have negotiated a purchase agreement for the purchase of property located at 6314 17th Avenue; and WHEREAS, the City staff and consulting right of way agent have negotiated addenda to the purchase agreements for the pi.�perties located at 6314 17t Avenue and 6332 17th Avenue. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota as follows: 1. The City Council hereby approves the purchase agreement for 6314 17th Avenue South, in the amount of$145,000.00. 2. The City Council hereby approves the addenda to the purchase agreements for 6314 17th Avenue South and 6332 17th Avenue South. 3. The Mayor and City Manager are to execute the purchase agreement and addenda for said properties and to take all other actions necessary to effectuate the transfer contemplated by those agreements. Adopted by the City Council of the City of Richfield, Minnesota this 26th day of February, 2013. Debbie Goettel, Mayor ATTEST: Nancy Gibbs, City Clerk PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement") is made as of this 8th day of February, 2013, by and between Tina Oberfoell, Single, ("Seller") and the City of Richfield , a Minnesota municipal corporation("City' or"Buyer"). RECITALS A. Seller is the owner of property located at 6314 17th Ave. S., Richfield, Minnesota, 55423, which is legally described on the attached Exhibit A ("Property"). The Property includes all plants, shrubs and trees, storm windows and/or inserts, storm doors, screens, awnings, window shades, blinds, curtain-traverse-drapery rods, attached lighting fixtures with bulbs,plumbing fixtures, water heater, heating system, humidifier, central air conditioning, electronic air filter, automatic garage door opener with controls, water softener, cable television outlets and cabling, and built-ins, including dishwasher, garbage disposal, trash compactor, oven(s), cook top stove, microwave oven, hood-fan, intercom and installed carpeting located on the premises which are the property of Seller. The Property also includes the following personal property:NONE. B. Buyer desires to purchase the Property according to the terms and conditions of this Agreement. AGREEMENT 1. . Offer/Acceptance for Sale of Property. The Seller agrees to sell the Property to the City and the City agrees to purchase the same,according to the terms of this Agreement. 2. Purchase Price for Property and Terms. A. PURCHASE PRICE: The total purchase price for the Property is One Hundred Forty Five Thousand and 00/100ths Dollars ($145,000.00) (the "Purchase Price"). • B. TERMS: (1): EARNEST MONEY. The sum of zero Dollars ($0.00) (the "Earnest Money") shall be paid by the Buyer to the Seller. (2): BALANCE DUE SELLER. Buyer agrees to pay by check or electronic transfer of funds on the date of closing on the Property (the "Closing • Date") any remaining balance of the Purchase Price due to Seller according to the terms of this Agreement. (3): DEED/MARKETABLE TITLE. Subject to performance by Buyer, Seller 1 415083v1 CAH RC145-624 agrees to execute and deliver a Warranty Deed or Personal Representative's Deed conveying marketable title to the Property to Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. c. Public utility and drainage easements of record which will not interfere with Buyer's intended use of the Property. (4): DOCUMENTS TO BE DELIVERED AT CLOSING BY SELLER. In addition to the Warranty Deed required at paragraph 2B(3) above, Seller shall deliver to the Buyer: a. Standard form Affidavit of Seller. b. A"bring-down" certificate, certifying that all of the warranties made by Seller in this Agreement remain true as of the Closing Date. • c. Certificate that Seller is not a foreign national. d., If an environmental investigation by or on behalf of the Buyer discloses the existence of petroleum product or other pollutant, contaminant or other hazardous substance on the Property, other than asbestos, Seller will provide either (i) a closure letter from the Minnesota Pollution Control Agency (MPCA) or other appropriate regulatory authority that remediation has been • completed to the satisfaction of the MPCA or other authority; or(ii) Agreement for remediation/indemnification and security as the City may require. e. Well disclosure certification,if required, or, if there is no well on the Property, the Warranty Deed given pursuant to paragraph 2B(3) above must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real • property." If Seller is unaware of the location of a well and there is a building permit issued for the Property prior to installation of a City water system, the Seller agrees to have a licensed well contractor examine the Property for purposes of locating a well. Buyer will be responsible for the cost of sealing any well. 2 415083v1 CAH RC145-624 • • f. Any other documents reasonably required by the CITY's title insurance company or attorney to evidence that title to the Property is marketable and that Seller has complied with the terms of this • Agreement. (5) SELLER OPTION TO LEASE. Seller has the right to lease the Property from Buyer beginning on the Closing Date, according to the terms and conditions set forth in the Lease attached as Exhibit B. Seller must exercise this option by the Closing Date. If Seller exercises this option, the Buyer and Seller shall execute and deliver the Lease at Closing. 3. Contingencies. Buyer's obligation to buy is contingent upon the following: a. Buyer's determination, in its sole discretion, that the results of any environmental investigation of the Property conducted pursuant to this Agreement are satisfactory to Buyer. Buyer shall have until March 30, 2013 to make its determination. • b. Approval by the city council of the City, no later than March 30, 2013 of BOTH of the following: (i) this Agreement; and (ii) a resolution ordering the Richfield Parkway improvement project, Project No. 41007, after the public hearing on the improvement. c. Approval of the sale by the current mortgagee(s). It is understood by the parties that the Purchase Price amount is less than the outstanding balance of the mortgage lien(s) on the Property, and that Seller will need to obtain the mortgagee(s) agreement to a "short sale." With respect to Seller, this contingency shall not be satisfied unless the mortgagee agrees to accept the Purchase Price, as adjusted per this Agreement, in full satisfaction of the mortgage note and without further liability of Seller on the note. With respect to Buyer, this contingency shall be satisfied unless the mortgagee agrees to provide a full satisfaction or release of the mortgage(s) against the Property. The contingen• cies at a. and b(ii)above are solely for the benefit of Buyer and may be waived by Buyer. If Buyer or its attorney gives written notice to Seller that the contingencies at a and b(ii) are duly satisfied or waived, the Buyer and Seller shall proceed to close the transaction as contemplated herein. The contingency at b(i) above may not be waived by either party. The contingency at(c) is for the benefit of both Buyer and Seller and may not be waived by either party alone. If one or more of Buyer's or Seller's contingencies is not satisfied, or is not satisfied on time, and is not waived, this Agreement shall automatically be void. In that event, Seller shall return the Earnest Money, if any, to Buyer, and Buyer and Seller shall execute and deliver to each other a 3 415083v1 CAH RC145-624 termination of this Agreement. As a contingent Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes, Section 559.21,et. seq. Seller is expressly cautioned that this Agreement is not binding until all contingencies have been waived or satisfied. If Seller purchases a replacement dwelling before this Agreement is binding,Seller takes all risk of this Agreement being terminated,including the risk that Seller will he financially responsible for both the Property and the replacement dwelling. 4. Title Examination/Curing Title Defects. As soon as reasonably possible after execution of this Agreement by both parties, (a) Seller shall surrender any abstract of title and a copy of any owner's title insurance policy for the property, if in Seller's possession or control, to Buyer or to Buyer's designated title service provider; and • (b) Buyer shall obtain the title evidence determined necessary or desirable by Buyer. The Buyer shall have 20 days from the date it receives such title evidence to raise any objections to title it may have. Objections not made within such time will be deemed waived. The Seller shall have 90 days from the date of such objection to effect a cure;provided,however, that the Seller shall have no obligation to cure any objections, and may inform Buyer of such. The Buyer may then elect any of the following: (a) close notwithstanding the uncured objections; (b) commence a condemnation proceeding to acquire the Property by eminent domain, in which instance Seller agrees to stipulate to public purpose and stipulate to the entry of an award in the amount of the Purchase Price; or(c) or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder 5. Environmental Investigation. The Seller warrants that the Property has not been used for production, storage, deposit or disposal of any toxic or hazardous waste or substance, petroleum product or asbestos product during the period of time the Seller has owned the Property: The Seller further warrants that the Seller has no knowledge or information of any fact which would indicate the Property was used for production, storage, deposit or disposal of any toxic or hazardous waste or substance, petroleum product or asbestos product prior to the date the Seller purchased the Property. Notwithstanding the above, the Seller's warranty regarding petroleum products does not preclude the presence of heating oil or other similar products used as a heating fuel for the dwelling but the Seller does warrant that if there was a fuel tank on the Property used for the storage of heating oil or other similar product, the Seller has no knowledge of any leak in the tank or contamination caused thereby. Seller hereby grants to Buyer and Buyer's agents a license to enter and evaluate the Property for the purpose of conducting an environmental assessment. Further, the Buyer or Buyer's agent shall have the right pursuant to the license to bring persons and equipment onto the Property, make inspections and perform tests and analyses as Buyer may deem reasonable to determine the presence of any toxic or hazardous waste, substance, or petroleum product or asbestos product, and ascertain soil conditions on the Property. Buyer shall bear the cost of the environmental assessment. If the results of the environmental assessment are not to the satisfaction of the 4 415083v1 CAH RC145-624 Buyer, the Buyer at its sole discretion may cancel this Agreement; provided, however, that the presence of asbestos may not be not a basis for canceling this Agreement. If the Buyer cancels this Agreement pursuant to this provision, the Buyer shall restore the Property to its original condition or nearly so as is reasonably practicable. 6. Real Estate Taxes and Special Assessments. Real estate taxes payable in the year of closing will be pro-rated between the Buyer and Seller to the Closing Date. Seller shall pay all real estate taxes payable in previous years, the entire unpaid balance of all levied special assessments, including installments payable after the year of closing; EXCEPT, Buyer will assume any pending assessments for the proposed 2013 Richfield Parkway improvement project, if that project is approved. Seller also agrees to pay all assessments related to service charges furnished to the Property prior to the Closing Date(e.g., delinquent water or sewer bills,removed or diseased trees), including those charges levied,pending, or certified to taxes payable in the year of closing. If closing occurs prior to the date the amount of real estate taxes due in the year of closing are available from Hennepin County, the current year's taxes will be pro-rated based on the amount due in the prior year. 7. Closing Date. The Closing Date will be on or before April 30, 2013. Delivery of all papers and the closing shall be made at the offices of the City's Public Works Department, 1901 East 66t' Street, Richfield, Minnesota 55423, or at such other location as is mutually agreed upon by the parties. All deliveries and notices to City shall be made to the above address and marked to the attention of Kristin Asher. 8. Possession/Utilities/Removal of Property/Escrow. (a) Possession. The Seller agrees to deliver possession of the Property to Buyer not later than the Closing Date. (b) Utilities. City water and sewer charges, electricity and natural gas charges, fuel oil and liquid petroleum gas shall be pro-rated between the parties as of the Closing Date. Seller shall arrange for final readings as of the Closing Date. (c) Personal Property. The Seller agrees to remove all debris and all personal property not included herein from the Property before the possession date. Personal property not so removed shall be deemed forfeited to and shall become the property of the Buyer. The Buyer may inspect the Property immediately prior to closing and deduct from the purchase price payable at closing an amount reasonably necessary to pay for the cost of removal of any debris or personal property then remaining on the Property. The provisions of this paragraph shall not merge with the deed and shall survive closing on the property. (d) Salvage. Seller may remove the following fixtures from the Property prior to Closing, provided Seller does not cause unnecessary damage to the Property: 5 415083v1 CAH RC145-624 t[F 6 (e) Amounts Due. The City's ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the City's rights at law and equity to collect such amounts from Seller. The Seller is responsible for the amounts due under this paragraph even if: (i) the City neglects to deduct the amount from escrow; or(ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 8. 9. Seller Warranties. (a) Sewer and Water. Seller warrants that the Property is connected to City sewer and City water. (b) Mechanics' Liens. Seller warrants that,prior to the closing, Seller shall pay in full all amounts due for labor, materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any structure upon or improvement to the Property. (c) Notices. Seller warrants that it has not received any notice from any governmental authority as to violation of any law, ordinance or regulation in connection with the Property. (d) Tenants. Seller warrants that the Property is not now occupied by tenants and was not occupied by tenants at the time the Seller first received the Buyer's written offer to purchase the Property. (e) Broker Commission. Each party represents to the other that it has not utilized the services of any real estate broker or agent in connection with this Agreement or the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against and in respect of any such obligation and liability based in any way upon agreements, arrangements, or understandings made or claimed to have been made by the party with any third person. (f) Structures. The Seller warrants that the buildings, if any, are entirely within the boundary lines of the Property. The parties acknowledge that the Property is being sold in "as is" condition relating to the structural, operational, and mechanical systems. 10. Closing Costs/Recording Fees/Deed Tax. The City will pay: (a) the closing fees charged by. the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement; (b) fees for title evidence obtained by the City; and (c)the recording fee for the deed transferring title to the City. Seller will pay all other fees normally paid by sellers,including(a) any transfer taxes,recording fees and Well Disclosure fees required to enable the City to record its deed from Seller under this Agreement, and (b) fees and charges related to the filing of any instrument required to make title marketable. Each party shall pay its own attorney fees. • 6 415083v1 CAH RC145-624 11. Inspections. From the date of this Agreement to the Closing Date, City, its employees and agents, shall be entitled to enter upon the Property to conduct such surveying, inspections, investigations, soil borings and testing, and drilling, monitoring, sampling and testing of groundwater monitoring wells, as the City shall elect; provided, that Seller is given at least 24 hours' notice. 12. Risk of Loss. It there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire,vandalism,flood, earthquake or act of God, the risk of loss shall be on the Seller. If the Property is destroyed or substantially damaged before the closing date, this Agreement shall become null and void, at the City's option. At the request of the City, Seller agrees to sign a cancellation of Agreement. 13. Relocation. The Buyer is an "acquiring authority" within the meaning of the Minnesota Uniform Relocation Act, Minn. Stat. § 117.50 to 117.56 ("MURA"). Nothing in this Agreement constitutes a waiver of relocation benefits to which Buyer may otherwise be eligible under MURA. 14. . Default/Remedies. If the Buyer defaults in any of the covenants herein, the Seller may terminate this Agreement,and on such termination all payments made hereunder shall be retained by the Seller as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Agreement, provided this Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. In the event the Buyer defaults in its performance of the terms of this Agreement and Notice of Cancellation is served upon the Buyer pursuant to Minn. Stat. Section 559.21, the termination period shall be thirty (30) days as permitted by Minn. Stat., Section 559.21, Subd. 4. 15. Notice. Any notice, demand, request or other communication which may or shall be given or served by the parties, shall be deemed to have been given or served on the date the same is personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER: Tina Oberfoell 6314 17th Ave. So. Richfield, MN 55423 BUYER: City of Richfield Attn: Kristin Asher 1901 East 66th Street Richfield, MN 55423 • 7 415083v1 CAH RCI45-624 AGENT: Kennedy& Graven, Chartered ATTN: Corrine Heine and Catherine B. Rocklitz 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis,MN 55402 16. Entire Agreement. This Agreement, Exhibits, and other amendments signed by the parties, shall constitute the entire Agreement between Seller and the City and supersedes any other written or oral agreements between the parties relating to the Property. This Agreement can be modified only in a writing properly signed on behalf of Seller and the City. 17. Survival. Notwithstanding any other provisions of law or court decision to the contrary,the provisions of this Agreement shall survive closing. • • • • 8 415083v1 CAH RC145-624 • big -ID IN WITNESS WHEREOF,the undersigned have executed this Agreement on the date and year above. Buyer: Seller: City of Richfield Tina Oberfoell By: / 1) Its Mayor And by: Its City Manager • 9 415083v1 CAH RC145-624 qb - 11 EXHIBIT A Legal Description of Property Lot 14, Block 1, Iversons Second Addition, Hennepin County, Minnesota. B-1 415083v1 CAH RC145-624 • Li 5- 1? EXHIBIT B LEASE AGREEMENT This is a lease. It is a legal agreement between the Tenant and the LANDLORD to rent the Leased Premises described below. The word Landlord as used in this Lease means City of Richfield, a Minnesota municipal corporation, located at 6700 Portland Avenue South, Richfield, Minnesota. The word Tenant as used in this Lease means a single person. This Lease is a legal contract that can be enforced in court against the Landlord or the Tenant if either one of them does not comply with this Lease. A written copy of this Lease will be delivered to the Tenant. 1. Description of Leased Premises. The address of the Leased Premises is 6314 17th Avenue South,Richfield, Minnesota, and the legal description is: [insert legal description] 2. Term of Lease. This Lease is for a term beginning on [ ], 2013 at 12:00 a.m. and ending at 11:59 p.m. on May 31, 2014. 3. Rent. a. Amount. The rent for the Leased Premises is Eight Hundred Fifty and 00/100ths Dollars ($850.00) per month. The rent for any partial month shall be prorated accordingly. b. • Payment. Rent shall be payable on the 1St day of each month during the term of this Lease. Rent shall either be paid monthly by Tenant or pursuant to the terms of paragraph 4 of this Lease. . 4. Security Deposit/Escrow. At commencement of this Lease, Tenant must pay $500 to Landlord as a security deposit, which Landlord must deposit in an interest-bearing account (the "Security Deposit"). Tenant may also elect to prepay the rent for the entire lease term into a separate Rent Escrow Account. Landlord is authorized to pay the following from such accounts: a. If Tenant has prepaid rent, Landlord may withdraw rent from the Rent Escrow Account as it becomes due and payable. b. Landlord may pay bank charges for the Rent Escrow Account from the B-2 415083v1 CAH RC145-624 X3.13 accumulated interest in that account. Landlord shall be responsible for bank charges to the extent that they exceed accumulated interest. c. Landlord shall pay to Tenant the balance of the Rent Escrow Account, less deductions provided for in paragraph 4(b) above, no later than 30 days • following vacation of the Property by Tenant. d. Landlord may use the $500 security deposit in the manner allowed by Minnesota Statutes section 504B.178, including without limitation, payment for the removal and disposal of Tenant's personal property and for payment of utility charges for services provided to the Property prior to termination of the Lease. Landlord shall comply with Section 504B.178. 5. Quiet Enjoyment. If Tenant pays the rent and complies with all other terms of this Lease, Tenant shall have the right to use and enjoy the Leased Premises for the term of this Lease; provided, however, that Landlord, its contractors, employees and agents shall have the right to enter portions of the Leased Premises (not including any structures), without prior notice to Tenant, for any purpose related to the Richfield Parkway improvement project, including but not limited to surveying and inspection, on the condition that such activities shall not unreasonably interfere with Tenant's use of the residential dwelling located on the Leased Premises. 6. Use of Leased Premises. The Leased Premises must be used only as a private residential dwelling and for no other purpose. The Tenant may not use the Leased Premises for any unlawful activity. In particular, Tenant agrees that (a) Tenant will not unlawfully allow controlled substances in the Leased Premises; and (b) the property will not be used by the Tenant or others acting under her control to manufacture, sell, give away, barter, deliver, exchange, distribute, or possess a controlled substance in violation of any local, state, or federal law,.including Minnesota Statute Chapter 152. This agreement by Tenant is not violated if a person other than Tenant possesses or allows controlled substances in the Leased Premises or on the property unless the Tenant knows or has reason to know of the activity. Tenant(s) will not use the Leased Premises and its curtilage for prostitution. Tenant(s) will not unlawfully use or possess a firearm in the Leased Premises or its curtilage. If unlawful activities are conducted by Tenant or with Tenant's knowledge, Landlord may bring or assign to the county attorney an action for unlawful detainer. The Tenant may not use the Leased Premises for the purpose of carrying on any business, profession or trade. 7. Maintenance and Repair. a. By Landlord. It is understood that the Leased Premises have been occupied by Tenant for several years prior to the commencement of this Lease, and the Leased Premises have not been under Landlord's possession or control. Therefore, Landlord makes no representations or promises to Tenant that the Leased Premises is fit for use as a residence, and Tenant acknowledges that • her continued occupancy of the Leased Premises is solely at her risk. Landlord shall have no obligation to maintain or repair the Leased Premises, B-3 415083v1 CAH RC145-624 • except for material damage to the residential structure that is directly caused by the actions of Landlord, its contractors, employees or agents. b. By Tenant. Tenant promises, at Tenant's expense, to make all repairs and eliminate any violation of health and safety laws that may exist, now or in the future, on the Leased Premises, except those directly caused by the actions of Landlord, its contractors, employees or agents. Tenant shall comply with all • the sanitary laws affecting the cleanliness, occupancy and preservation of the Leased Premises, except where the Landlord is required by law to comply with the health and safety laws (see Minn. Stat. § 504B.161). Tenant agrees to perform all snow removal on the Leased Premises at Tenant's cost and expense: 8. Alterations. Tenant may not make any alterations to the Leased Premises without the prior written consent of the Landlord. 9. Damage to Leased Premises. If the residential structure on the Leased Premises is damaged or destroyed, Landlord shall have no obligation to rebuild or make repairs. 10. Utilities and Taxes. Tenant shall pay for all utilities provided to the Leased Premises. Tenant shall be responsible for all real or personal property taxes, if any, that accrue as a result of the lease, pursuant to Minn. Stat. § 272.01, subd. 2. 11. Tenant's Right to Seek Police or Emergency Assistance. Tenant(s) has/have the right to seek police or emergency assistance for domestic abuse or other conduct. Landlord cannot bar or limit this right nor can Landlord penalize Tenants for exercising this right. This right cannot be waived by Tenant(s) and Landlord cannot require this right to be waived. 12. Assignment and Subletting. Tenant may not assign this Lease, lease the Leased Premises to'anyone else (sublet), sell this Lease or permit any other person to use the Leased Premises without the prior written consent of the Landlord. If Tenant does, Landlord may terminate this Lease as described in Paragraph 16 of this Lease. Any assignment or sublease made without Landlord's written consent will not be effective. 13. Surrender of Premises. Tenant shall move out of the Leased Premises when this Lease ends. When Tenant moves out, Tenant shall remove all personal property from the Leased Premises and shall leave the Leased Premises in as good condition as it was when the Lease started, with the exception of reasonable wear and tear. Tenant may not salvage any materials (such as copper, light fixtures, etc.) from the Leased Premises without obtaining the Landlord's prior written agreement. Landlord may condition its agreement upon Tenant's payment of a reasonable value for the materials to be salvaged. Landlord shall provide relocation assistance and benefits to Tenant as required by the Minnesota Uniform Relocation Act, Minn. Stat. § 117.50 to 117.56. • E B-4 415083v1 CAH RC145-624 16. Lease Termination. Landlord may terminate this Lease prior to the expiration date only if (a) the residential dwelling is determined by the appropriate regulatory authority to be unfit for human habitation under applicable laws and ordinances or (b) as allowed by law under Minn. Stat § 609.5317. Tenant may terminate this Lease at any time by giving 10 days' prior written notice to Landlord. Rent shall be prorated to the date of termination. 17. Notices. Any notice required under this Lease shall be deemed given upon hand delivery or three (3) days after prepaid posting in the U.S. Mail, whichever shall first occur. Notice shall be addressed to: Landlord at: City of Richfield Attn: Kristin Asher 1901 East 66th Street Richfield, MN 55423 Tenant at: 6314 17th Avenue South Richfield, MN 55423 Where in this Lease a certain number of days from date of notice to a given action is specified, unless the specific provision otherwise states, the days shall be counted as follows: the first calendar day shall be excluded and the last day shall be included, unless the last day is a Saturday, Sunday or legal holiday, in which event the period shall be extended to include the next day which is not a Saturday, Sunday or legal holiday. LANDLORD: City of Richfield TENANT: By Date: ,2013. Its City Manager Date: , 2013 • • B-5 415083v1 CAI-I RC145-624 • PViSci'• 11 640 ADDENDUM TO PURCHASE AGREEMENT THIS ADDENDUM is made as of ,2013 by Tina Oberfoell,a single person ("Seller") and the City of Richfield, a Minnesota municipal corporation ("Buyer"), to the Purchase Agreement dated February 8, 2013 (the "Purchase Agreement") regarding property located at 6314 17th Avenue South,Richfield,Minnesota,as described on the attached Exhibit A(the"Property"). The parties hereby agree to the following amended terms and conditions to the Purchase Agreement: 1. Section 2B(4) of the Purchase Agreement is amended by adding a subparagraph g that the Seller execute and deliver to Buyer at closing an Escrow and Occupancy Agreement if required by section 8(a)of the Purchase Agreement. 2. Section 7 of the Purchase Agreement is amended to provide that the date of closing will be on or before April 30, 2013 at the offices at the City's Public Works Department, 1901 East 66th Street,Richfield,MN 55423, or on such other date or location as may be mutually agreed in writing by the parties. 3. Section 8(a) of the Purchase Agreement is amended to provide that the Seller agrees to deliver possession of the Property to Buyer on the Closing Date; provided, however, that if the Seller executes an Escrow and Occupancy Agreement in the form attached as Exhibit C, the Seller may continue in possession of the Property up to no later than 30 days after the Closing Date. In the alternative, the Seller may exercise a Lease as provided at Section 2B(5) for any occupancy greater than 30 days after the date of Closing. 4. Section 10 of the Purchase Agreement is amended to provide that the City will pay the following closing costs: (a) closing fees charged by the title insurance or other closing agent,if any, utilized to close the transaction contemplated by the Purchase Agreement; (b)fees for title evidence obtained by the City; (c) recording fee for the deed transferring title to the City; (d) transfer taxes, recording fees and well disclosure fees required to enable the City to record its deed from Seller under the Purchase Agreement; and (e) the recording fee for any mortgage satisfaction document. Seller shall pay other fees and charges,if any,required to make Seller's title marketable. Each party shall pay its own attorney fees. 5. The Purchase Agreement is amended by adding Exhibit C in the form of the attached Exhibit C. [There is no Exhibit B to this Addendum.] 6. Except as specifically amended in this Addendum, the Purchase Agreement remains unaltered and in full force and effect. 419269v3 CAH RC145-660 416-17 SELLER Tina Oberfoell CITY OF RICHFIELD By: Its: Mayor By: Its: City Manager 2 419269v3 CAH RC145-660 Ati3-1.? Exhibit A Lot 14,Block 1,Iverson's Second Addition,Hennepin County,Minnesota Exhibit C ESCROW AND OCCUPANCY AGREEMENT THIS AGREEMENT entered into as of February , 2013, by and among Tina Oberfoell, a single person ("Occupant" or "Seller"), City of Richfield, a Minnesota municipal corporation, ("Buyer" or"City")and KENNEDY&GRAVEN,CHARTERED("Escrow Agent" or"Agent"). RECITALS A. Occupant and Buyer have entered into a Purchase Agreement dated February 8, 2013 ("Purchase Agreement") for the sale of property located 6314 17th Avenue South, Richfield, Minnesota and legally described as follows,the("Subject Property") Lot 14, Block 1, Iverson's Second Addition, according to the recorded plat thereof, and situate in Hennepin County,Minnesota B. The parties desire to close the sale of the Subject Property on ,2013 and that Occupant deliver possession to Buyer on or before ,2013 [a date not later than 30 days after the Closing Date]. AGREEMENT The parties agree as follows: 1. Delivery of Possession. Occupant shall deliver possession of the Subject Property to Buyer on or before 4:30 p.m. on , 2013 [a date not later than 30 days after the Closing Date]. 2. Rent. Occupant may occupy the Subject Property through the date and time specified in paragraph 1 without payment of rent to Buyer. 3. No Damage. Occupant agrees not to cause damage to the Subject Property or to any structure located on the Subject Property and agrees to deliver possession of the Subject Property to the Buyer in substantially the same condition as existed on the date the parties entered into the Agreement, except for salvage of items as permitted in the Purchase Agreement. Occupant agrees not to cause any unnecessary damage to the Property in conducting salvage activities. 4. Utility Bills. Occupant agrees to pay for all utility services to the Subject Property through the last day of their occupancy. Utility services include the following: sewer and water, electricity,gas,telephone,garbage collection and cable television. 5. Uninsured Damages/Insurance Occupant is responsible for any and all damages that may occur to the Subject Property before she vacates the property that are not covered by insurance. At all times during their occupancy of the Subject Property Occupant shall maintain a policy of 419269v3 CAH RC145-660 public liability insurance covering Occupant and the Buyer as additional insured, in the amount of at least$100,000 and a policy of insurance covering Occupant's personal property. 6. Escrow. (a) Upon closing and execution of this Agreement, Seller agrees to deposit into escrow the sum of$500.00 (the "Escrowed Funds") from the purchase price,to be held by Agent in a non-interest bearing account. (b) Within 7 days after request by Agent, Buyer shall provide to Agent (with copy to Seller) evidence of unpaid rent pursuant to this Agreement, expenses incurred for the removal and disposal of personal property and for payment of utility charges for services provided to the Subject Property prior to date of possession, if any. Agent shall reimburse Buyer for the unpaid rent and incurred expenses from the Escrowed Funds within 7 days following receipt of such evidence from Buyer. (c) Agent shall deliver to Seller the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 6 (b) above, no later than 60 days following vacation of the Subject Property by Seller. 7. Escrow Agent Liability. The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow and Occupancy Agreement. Seller and Buyer understand that Agent is legal counsel to the Buyer and each consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent as is acceptable to Seller and Buyer. Seller consents to Agent's continued representation of Buyer after a deposit is made, and Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. 8. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: SELLER: Tina Oberfoell 6314 17th Avenue South Richfield,MN 55423 5 419269v3 CAH RC145-660 144\ BUYER: Kristin Asher City of Richfield 6700 Portland Avenue South Richfield,MN 55423-2599 AGENT: Kennedy&Graven, Chartered Attn: Catherine Rocklitz 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis,MN 55402 IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above. SELLEft; 1;u FL Ci 1'Fift IEEE 1‘,/hri)or ritv; Olwrio, II Ftv:Viii ' SAMPLE - NOT FOR EXECUTION (Thi,L10,:i Inv :\ 6 419269v3 CAH RC145-660 ADDENDUM TO PURCHASE AGREEMENT THIS ADDENDUM is made as of , 2013 by Andrew G. Hartle and Patricia Hartle, husband and wife ("Seller") and the City of Richfield, a Minnesota municipal corporation ("Buyer"), to the Purchase Agreement dated January 30, 2013 (the "Purchase Agreement") regarding property located at 6332 17th Avenue South, Richfield, Minnesota, as described on the attached Exhibit A(the"Property"). The parties hereby agree to the following amended terms and conditions to the Purchase Agreement: 1. Section 2B(4) of the Purchase Agreement is amended by adding a requirement that the Seller execute and deliver to Buyer at closing an Escrow and Occupancy Agreement in the form of the attached Exhibit B to this Addendum. 2. Section 7 of the Purchase Agreement is amended to provide that the date of closing will be on the earliest date that funds are available, as determined by the City's bond and tax increment financing legal counsel but no later than April 30, 2013. The closing date is estimated to be February 20,2013, but the date approved by legal counsel shall control. 3. Section 10 of the Purchase Agreement is amended to provide that the City will pay the following closing costs: (a)closing fees charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by the Purchase Agreement; (b)fees for title evidence obtained by the City; (c) recording fee for the deed transferring title to the City; (d) transfer taxes, recording fees and well disclosure fees required to enable the City to record its deed from Seller under the Purchase Agreement; and (e) the recording fee for any mortgage satisfaction document. Seller shall pay other fees and charges, if any, required to make Seller's title marketable. Each party shall pay its own attorney fees. 4. Except as specifically amended in this Addendum, the Purchase Agreement remains unaltered and in full force and effect. SELLER Andrew G. Hartle Patricia Hartle 419033v1 CAH RC145-652 L -a3 CITY OF RICHFIELD By: Its: Mayor By: Its: City Manager 2 419033v1 CAH RC145-652 LIS Exhibit A Lot 11, Block 1,Iversons Second Addition,Hennepin County,Minnesota 3 419033v1 CAH RC145-652 LI3-/A6' Exhibit B ESCROW AND OCCUPANCY AGREEMENT THIS AGREEMENT entered into as of February _, 2013, by and among Andrew G. Hartle and Patricia Hartle, husband and wife ("Occupants" or "Sellers"), City of Richfield, a Minnesota municipal corporation, ("Buyer" or "City") and KENNEDY & GRAVEN, CHARTERED("Escrow Agent" or"Agent"). RECITALS A. Occupants and Buyer have entered into a Purchase Agreement dated January 30, 2013 ("Purchase Agreement") for the sale of property located 6332 17th Avenue South, Richfield, Minnesota and legally described as follows,the ("Subject Property") Lot 11, Block 1, Iversons Second Addition, according to the recorded plat thereof, and situate in Hennepin County,Minnesota B. The parties desire to close the sale of the Subject Property on , 2013 and that Occupants deliver possession to Buyer on or before April 30,2013. AGREEMENT The parties agree as follows: 1. Delivery of Possession. Occupants shall deliver possession of the Subject Property to Buyer on or before 4:30 p.m. on April 30,2013. 2. Rent. Occupants may occupy the Subject Property through the date and time specified in paragraph 1 without payment of rent to Buyer. 3. No Damage. Occupants agree not to cause damage to the Subject Property or to any structure located on the Subject Property and agrees to deliver possession of the Subject Property to the Buyer in substantially the same condition as existed on the date the parties entered into the Agreement, except for salvage of items as permitted in the Purchase Agreement. Occupants agree not to cause any unnecessary damage to the Property in conducting their salvage activities. 4. Utility Bills. Occupants agree to pay for all utility services to the Subject Property through the last day of their occupancy. Utility services include the following: sewer and water, electricity, gas,telephone, garbage collection and cable television. 5. Uninsured Damages/Insurance Occupants are responsible for any and all damages that may occur to the Subject Property before they vacate the property that are not covered by insurance. At all times during their occupancy of the Subject Property Occupants shall maintain a policy of public liability insurance covering themselves and the Buyer as additional insured, in the amount of at least$100,000 and a policy of insurance covering their personal property. 419033v1 CAH RC145-652 qb-diP 6. Escrow. (a) Upon closing and execution of this Agreement, Seller agrees to deposit into escrow the sum of$500.00 (the "Escrowed Funds") from the purchase price, to be held by Agent in a non-interest bearing account. (b) Within 7 days after request by Agent, Buyer shall provide to Agent (with copy to Seller) evidence of unpaid rent pursuant to this Agreement, expenses incurred for the removal and disposal of personal property and for payment of utility charges for services provided to the Subject Property prior to date of possession, if any. Agent shall reimburse Buyer for the unpaid rent and incurred expenses from the Escrowed Funds within 7 days following receipt of such evidence from Buyer. (c) Agent shall deliver to Sellers the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 6 (b) above, no later than 60 days following vacation of the Subject Property by Occupants. 7. Escrow Agent Liability. The sole duties of Escrow Agent shall be those described herein,and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow and Occupancy Agreement. Sellers and Buyer understand that Agent is legal counsel to the Buyer and each consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent as is acceptable to Sellers and Buyer. Sellers consent to Agent's continued representation of Buyer after a deposit is made, and Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. 8. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: SELLER: Andrew and Patricia Hartle 6332 17th Avenue South Richfield,MN 55423 5 419033v1 CAH RC145-652 BUYER: Kristin Asher City of Richfield 6700 Portland Avenue South Richfield,MN 55423-2599 AGENT: Kennedy&Graven, Chartered Attn: Catherine Rocklitz 470 U.S.Bank Plaza 200 South Sixth Street Minneapolis,MN 55402 IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above. SELLER: BUYER: City of Richfield By: Mayor Andrew G. Hartle By: City Manager Patricia Hartle SAMPLE - NOT FOR EXECUTION ESCROW AGENT: KENNEDY & GRAVEN, CHARTERED By: Corrine A. Heine 6 419033v1 CAE RC145-652 • qb-in Richfield Parkway Sources and Uses Estimate Estimated Uses 17th Avenue ROW $2,600,000 ROW Services $100,000 Parkway Construction (63rd-65th) $400,000 TRPD Trail $100,000 Engineering/Legal/Admin $125,000 Contingency 20% $620,000 Total Uses $3,945,000 Estimated Sources TRPD Capital $120,000 TRPD ROW $200,000 Hennepin County Community Works $627,000 Specail Assessment Bond $2,998,000 Total Sources $3,945,000 AGENDA SECTION: CONSENT AGENDA ITEM# 4C REPORT# 39 millill STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 • REPORT PREPARED BY: KRISTIN ASHER, CITY ENGINEER NAME;TITLE DEPARTMENT DIRECTOR Er . i REVIEW: /11 gave REVIEWED BY CITY MANAGER: 1 �� ITEM FOR COUNCIL CONSIDERATION: Consideration of a work proposal from WSB & Associates, Inc. for the final design of the Richfield Parkway North Connection. , I. RECOMMENDED ACTION: By Motion: Approve the hiring of WSB & Associates, Inc. to provide final design services for the Richfield Parkway North Connection (between 17th Avenue and Bloomington Avenue) related to the Taft Lake Water Quality Improvement Project, at a cost not to exceed $65,000. II. BACKGROUND Consistent with City Council direction, the Capital Improvement Plan, and the City's Comprehensive Plan, staff is working towards the completion of Taft Lake Water Quality Improvement (TLWQI) Project which includes the construction of the Richfield Parkway North Connection. The City Council has approved the 25 mph Curve Alternative as the future alignment for the Richfield Parkway North Connection between 17th Avenue and Bloomington Avenue. The North Connection is a replacement roadway connection for the old Cedar Avenue and Taft Lake Frontage Road that will be removed with the upcoming TLWQI Project. The Richfield Parkway North Connection is on schedule to be constructed in spring 2013. 02262013WSBRPNC Since 2009, staff has been coordinating with the Minnehaha Creek Watershed District (MCWD) towards the development of the TLWQI Project. The City entered into a cooperative agreement with MCWD on October 9, 2012, supporting the completion of the project. III. BASIS OF RECOMMENDATION • A. POLICY • The TLWQI Project is identified in the City's Comprehensive Surface Water Management Plan. • The replacement of Cedar Avenue with Richfield Parkway is identified in the City's Comprehensive Plan (Transportation). B. CRITICAL TIMING ISSUES • Approving the final design will keep the road construction on schedule for the summer of 2013. 1 C. FINANCIAL • The estimated cost for the design of the replacement roadway is $65,000. • The project design costs are included in the project's capital cost estimate of$2,700,000 that will be funded by the MCWD via City General Obligation Bond. D. LEGAL • The City Attorney will be available to answer questions. • E. ENVIRONMENTAL CONSIDERATIONS • The TLWQI includes various elements to improve the stormwater quality of Legion Lake and Taft Lake along with habitat enhancement. W. ALTERNATIVE RECOMMENDATION(S) • The Council may choose not to approve the work proposal at this time. V. ATTACHMENTS • 25 MPH Curve Alternative • February 13, 2013 Scope of Work provided by WSB &Associates, Inc. VI. PRINCIPAL PARTIES EXPECTED AT MEETING • None anticipated. • T AB Tr.., ,,,i',, -.,„,,, .4.."'"' , r I ,'"''''' M..,,+k ' 1 !.i.1':?:':'-: T'',1 F.'--■ ,.:1: 1 .1 1'..' 1 1 , ' =t ,''.1 LI "2 1'.■ •Fill°'rAlt;-4,- .. . i,., ... " E. .. i :H.:, I. ess 1 :11,/E I E,1 ,It,, . • ttA 'A' 1 i I lii 1 ■ , , 1 I , . - 8 7. 2 i 2:' =' 8' .8''' 8: 2 i ''-'1-- = 8' 1-' ='' =r' t'ifr: '. ..., - --ir-•;:., „. , : . 40144 „, , -4,, &!, E5.1 11 . . ...-0 4.h Ilk* \ .. 2500 ADT• . .1 200 ADT___ ■.. , '._ _ 4.'' .. NINI61111111114-'' 1 . • .e,. a' 0 a Iii ,...._,_ 1 E 1V6 44 ii Street to Remain Closed 1 200 ADT X • Pi. ...-— p.•t-. << ..... ._I- .- 4 4 , P , Potential Property Impacts 2011 Foreashttvermonaliy Traffic 200 ADT 200 ADT(+100) 1860 ADT(.950) 100 ADT' ! (Change from Existing) 2011 FormIsAvetria8e01.--,Traffic 1900 ADT(-900) LttanTif"Ataci (Change from Existing) Richfield Parkway North Connection Study 25 mph Curve Alternative City of Richfield, Minnesota January 19, 2011 Final Design of Richfield Parkway from the North End of Cedar Point Commons to Bloomington Avenue City of Richfield PROJECT OVERVIEW Our proposal for final design of Richfield Parkway from the north end of Cedar Point Commons to Bloomington Avenue is based on the preliminary layout of north connection approved by the City Council in 2011, as well as the already-constructed cross-section south of 65th Street. Accommodation of the future crossing of the Intercity Trail (proposed by Three Rivers Park District) is included in the design and construction. The project involves construction of urban roadway and sidewalk, and assumes that ample property will be obtained from the residential properties affected. Acquisition services are not a part of this scope of work. The scope of services to be provided includes topographic survey, geotechnical investigation,preparation of construction plans (including roadway landscaping plan and lighting), special provisions, cost estimates, and bidding documents. The final plan will include the alignments and locations of all of the construction elements in the plan including but not limited to the roadways, sidewalks and trails,parking lot modifications, bicycle accommodations,bus accommodations,pedestrian amenities, and lighting. SCHEDULE The project schedule assumes a start date during the week of February 18, 2013. Supplemental field survey will be performed in early to mid-March once sufficient snowmelt has occurred to ensure capturing all topographical features. Geotechnical work will be scheduled for late March in order to minimize the cost of penetrating frost, as well as improve accuracy of results. 50%plans are anticipated to be submitted to the City on March 15, 2013. 90%plans shall be submitted to the City and MnDOT State Aid on April 12, 2013, with State Aid approval anticipated in early May 2013. Bid opening is anticipated to be prior to the second Council meeting in June 2013. • 1 City of Richfield Richfield Parkway North Connection Final Design February 13,2013 qc-3 WORK SCOPE This section outlines the work tasks that would be completed for the final design of Richfield Parkway from the north end of Cedar Point Commons to Bloomington Avenue. We have included all work tasks that we think may be needed to complete the project except for those that we believe are being completed by others, such as property acquisition or investigation of hazardous materials in the buildings that are to be removed to accommodate this construction. The WSB team will prepare construction documents (plans, specifications, and estimates) and associated engineering analysis and documentation required per agency requirements. The following work tasks are anticipated to be completed as part of the basic work for the project. Task 1: Project Management This task will consist of continued management and administration, project coordination and communication with the City of Richfield for the design phase. It includes periodic meetings with city staff and others to coordinate the various elements of the project. It is assumed that there will be 3 meetings of the project management team(public meeting is a separate task). WSB will provide meeting minutes for all meetings WSB attends as part of this project. For additional meetings of the project management team, WSB will charge $750.00 per meeting. This includes meeting preparation (agenda), meeting attendance, and meeting minutes. Also included in this task is billing preparation, invoicing,progress reports and other non-technical work associated with this phase of the project. Task 2: Data Collection/Field Design Survey WSB will complete the necessary field survey and also collect information on city and private utilities for the project area. Culverts, hydrants, gate-valves and other drainage and utility elements in the corridor would be located as part of this field survey. It is assumed that one (1) day of field survey may be necessary for the final design. This task also includes developing an updated design base map for the project from the survey information. Task 3: Geotechnical Study WSB will contract with a soils firm to collect some additional soils information for the project area for use in the design of the roadway and trail sections, as well as storm sewer utilities. Four soil borings along the North Connection alignment, assumed to be 10 feet 2 City of Richfield Richfield Parkway North Connection Final Design February 13,2013 deep, are proposed to facilitate storm sewer and roadway design. A soils letter will be prepared with the recommendations for pavement design. Four additional borings along existing Taft Lake Access Road (Crosstown/Cedar Frontage Road)will be taken at n assumed depth of 10 feet to assess the subgrade and subsoil suitability for use as fill on the North Connection construction. Task 4: Final Design and Preparation of Construction Plans and Cross-Sections WSB will prepare a set of detailed construction plans for the grading, surfacing and drainage improvements associated with the roadway improvements. Specifically,the construction plan will consist of the following sheets and include items shown in Mn/DOT State Aid example plan set and City of Richfield example plans. • Title Sheet: Contains the location map, signature block, sheet index,project data, and station-reference point comparisons. • General Layout: Layout of the project showing the plan sheet layout and sheet numbers for reference. • Statement of Estimated Quantities: Contains Mn/DOT's standard pay item number, item description and quantity of all materials. Quantity totals will be subtotaled by funding source (including pro-rata of lump sum items and shared costs). References to quantity tabulations of each individual item will be made. Notes will be included where necessary for clarification. • Quantity Tabulations: Tabulations will be prepared summarizing the earthwork volumes by station and the balance of calculations by stage. Calculations will be done using the average end area method. Detailed tabulations of each item contained on the estimated quantities sheet will be included. Two independent quantity calculations with one set checked by a senior engineer will be prepared for each item. • Soils Construction Notes and Standard Plates: Soils and construction notes covering special requirements and critical information contained in the soils letter will be listed. Standard plates used on this project will also be listed. • Typical Sections: Sections will be shown for existing roadways and roadways to be constructed under this contract. The sections will be consistent with the pavement design, approved geometric layout, and soils and surfacing requirements shown in the soils letter. Surface type, base materials and subgrade corrections will be shown. 3 City of Richfield Richfield Parkway North Connection Final Design February 13,2013 • Miscellaneous Details: Provide horizontal geometry and details necessary for the construction of unique or non-standard items and other items identified during the detail design process. • • Standard Plans: Insert standard plans wherever needed to eliminate or supplement construction details in the plan.. • Construction Staging Plans and Layouts: Detailed plans will be prepared demonstrating a stage-by-stage process by which the new roadways can be constructed. It is assumed that the project will remain open to traffic during construction and that access to in-place businesses is to be maintained at all times. Detour plans will be provided if necessary. Prepare color coded general layout depicting staging sequence for use at meetings. • Traffic Control Plans and Tabulations: Detailed plans and notes will be prepared showing the locations of signs, barriers and striping necessary to accommodate the construction staging within the project area in a manner consistent with the MMUTCD Manual, Field Manual dated January, 2001, for Temporary Traffic Control Zone Layouts, and City of Richfield practices. The signing will be included on the staging plan. A tabulation showing the description and estimated quantities of traffic control devices by stage will also be prepared. • Alignment Plans and Tabulations: Prepare alignment plans showing proposed roadway centerlines, stationing and identifying alignment points with point numbers and curves with curve numbers, including permanent horizontal control points. Prepare tabulation sheets showing alignment and curve data(PC, PT, PI,POT, POC, PCC) for the alignment points shown on the alignment plan. Tabulated data will include station, delta, degree of curve, radius,tangent, curve length, superelevation rate and X and Y coordinates. • Existing Topography, Utility and Removal Plans and Tabulations: Prepare plans showing updated topographic features and private and public utilities, including wells, septic tanks, drain fields and field tile within the project limits;proposed centerlines and right-of-way lines; and also pavement,pipe, culvert, drainage structure removals, and tree clear and grub location and tabulations. • Roadway Plan Sheets: Prepare plans of the project providing detailed information on the location of items such as: roadways, sidewalks, shoulders, radii,turn lanes, acceleration lanes, driveways, tapers, right-of-way, easements, obliterations, station equations, fencing, etc. 4 City of Richfield • Richfield Parkway North Connection Final Design February 13,2013 • • • Roadway Profile Sheets: Prepare profiles of the proposed mainline, cross roads and proposed driveways or driveway connections. Information shown on the profiles will include items such as: vertical control, vertical curve data,top-of-finished surface, top-of-grading grade, culverts, subgrade corrections, removal of unsuitable materials and utilities (longitudinal and transverse crossings). Profiles along gutter flow lines will also be shown. • Storm Sewer Plans: Determine size of proposed drainage system components. WSB will determine the drainage areas for each structure and size the structure using an accepted hydrologic method. State Aid eligibility and cost splits will also be determined if necessary. Centerline profiles of proposed culverts and storm sewers will also be developed, including culvert or pipe size, length, grade, aprons, and inlet/outlet elevations. Known existing and proposed utility locations, along with elevations,will be shown and labeled. • Storm Water Rate Control and Treatment: Design and prepare plans to meet review agency requirements. . This includes providing for special manhole treatment structures. • Superelevation Diagrams: Information presented in profile view labeling pavement edges and showing the station, location, and cross slope at the beginning, zero cross slope point, and end of the superelevation transition. The profile will show adjacent lane elevations relative to the profile grade,transition rates and distances from the PC Or PT to critical points in the transition (e.g. crown runoff). Superelevation will also be shown in plan view on the turf establishment plans. • Turf Establishment Plans and Temporary and Permanent Erosion/Sediment Control: Prepare plans showing areas requiring temporary and permanent turf establishment due to construction disturbance and the type of material to be placed (sod, seed, mulch, wood fiber blanket, etc.). Show the type and location of temporary and permanent erosion control devices, sedimentation basins,waters of the State within one-half mile of the project and wetlands identified on the NWI map. • Roadway Landscape Plans: This task includes the preparation of the landscape plan and other aesthetic treatments for the project. Items to be addressed include but are not limited to special treatments for sidewalks, crosswalks, benches, lighting, or other project elements. Plan sheets and specifications developed under this task will be included in the final construction documents. 5 City of Richfield Richfield Parkway North Connection Final Design February 13,2013 Lfc— � • SWPPP—A Storm Water Pollution Prevention Plan will be prepared by WSB as required by the MPCA. • Signing Plans: Prepare permanent signing plans showing the location of proposed signs and containing all details necessary for the fabrication and installation of the signs in accordance with City and Mn/DOT specifications. Assemble plans and prepare tabulations in accordance with Mn/DOT Sign Plan Standards. Field check and record existing signs. It is assumed that all new signs will be used on the project. Signing required by the City or Three Rivers Park District for the trail will also be included. • Striping Plans and Pavement Marking: Prepare permanent striping plans showing the location, type, size and color of striping necessary for the permanent striping of this project, including standard plans. • Cross-Section Sheets: Prepare mainline and side road cross-sections. Show existing ground,proposed roadway template, grading grade, existing utilities, existing culverts, right-of-way, temporary easements, driveway slopes, subgrade correction, unsuitable soil removal, and topsoil placement. Compute earthwork volumes and balances and show end area calculations on right side of cross-section sheet. Existing ground for each cross-section will be created from contour information available on the base mapping. An overview sheet will be included to show cross-section match lines. Task 5: Special Provisions Special provisions will be written for unique items not covered adequately in the"Mn/DOT Standard Specification for Construction"or the "Mn/DOT SP-5 Special Provisions". The appropriate City specifications will also be part of the special provisions. Each provision will contain a description, materials, construction requirements, method of measurement and basis of payment for each item. Deletions from and additions to standard specifications will be written and included as necessary. An electronic copy in Microsoft Word format, or the most current version of a compatible software, and a hard copy of the final provisions will be submitted. Task 6: Construction Cost Opinion WSB will prepare a construction cost opinion based on quantities generated as part of the preparation of the construction plans. Costs will be split by funding source (including pro rata of lump sum items and shared improvements between different funding sources). An electronic copy and a hard copy of the final estimate will be submitted. 6 City of Richfield Richfield Parkway.North Connection Final Design February 13,2013 L/C g Task 7: Plan Review and Approval WSB will submit plans to and meet with the City of Richfield to review plans and specifications outlined in the previous tasks. Revisions will be made to plans as appropriate. WSB will submit plans and supplemental specifications for review and approval at three stages of development: 50% Plans: WSB will develop the plans to 50%completion. The plans for this stage will meet State Aid Standards (if necessary)and at a minimum will include existing topography and utility plans,vertical and horizontal alignment plans, intersection layouts, drainage plans, typical cross-sections, and preliminary utility relocations. Three(3) sets of prints will be submitted. This stage will essentially be the final geometric layout. Upon receipt of review comments the plans will be revised accordingly. 95%Plans: After receiving approval of 50%plans, WSB will complete all areas of design and all sheets in the plan and submit eight(8) sets of plans and supplemental specifications. Three (3) sets of design computations (including drainage)and quantity calculations will also be submitted. One(1)copy of the engineer's opinion of probable construction costs will be submitted. Upon receipt of review comments the plans will be revised accordingly. Final Plans: After receiving approval of 95%plans, WSB will incorporate the comments and will submit one(1)complete set of signed originals on bond paper with eight(8)copies. In addition, one(1) complete set of design computations, basis of quantity, and quantity calculations, and one(1) copy of the engineer's opinion of probable construction costs will be submitted. Task 8: Utility Coordination WSB will coordinate with private and public utility owners in the corridor to identify affected utilities and develop a relocation plan. WSB will make a Gopher-State One-Call for a utility locate. Information on existing utilities will be placed on the plans and a copy will be provided to each utility to have them verify or correct the information. Potential utility impacts will be identified and a meeting will be held with each affected utility to discuss utility relocation plans. The proposed relocations will be shown on the plan and sent to each affected utility. Two meetings will be held with all utilities present; the first meeting after 50%plans are submitted and the second meeting after 90%complete plans are submitted. Meeting minutes will be provided for all utility meetings by WSB within two weeks. 7 City of Richfield Richfield Parkway North Connection Final Design February 13,2013 • c-q Task 9: Obtain Permits Permit applications will be prepared and submitted to the Local Government Unit(LGU) for the Wetland Conservation Act(WCA),the US Corps of Engineers for Section 404 approval, and the Watershed District for stormwater management plan approval. As part of this task, a wetland replacement plan will be developed to mitigate for any wetland impact that will occur as part of the project. A stormwater management plan will also be developed to be in conformance with the City's and watershed requirements. This task will also include preparing and submitting an application for the NPDES Stormwater Permit from the MPCA using the City format for SWPPP documents. Task 10: Public Involvement A public involvement program will be implemented that includes the following: 1. Agency Meetings: WSB will present the plans to the Richfield Transportation Commission and the Richfield City Council as necessary. For purposes of this scope, it is assumed that WSB would attend up to two (2) meetings. 2. City Website: WSB will provide graphics and/or write ups of the project for the City website. This may include project schedules, layouts, landscaping plans, or other information that may be of interest to residents in the corridor or of the city of Richfield. Up to 4 updates will be provided over the length of the project 3. Individual Property Owner Meetings: Five (5) individual property owner and/or business owner meetings are assumed to be held to discuss associated impacts during the project development and design phases. 4. Public Open House: WSB will prepare materials for and staff one (1) open house meeting at approximately the 90%completion stage. The purpose of this meeting will be to communicate the details of the upcoming construction, including project limits and stages, with the residents. WSB will prepare project mailings, comment cards, and comment summaries as part of this meeting. Between agency meetings and property owner meetings this task includes a total of 8 meetings, including agenda, attendance and meeting minutes. If additional meetings are required WSB would bill the meetings separately at a cost of$750.00 per meeting. If additional open house format meetings are desired, WSB will bill these meetings separately at a cost of$1250 per meeting. Task 11: Bid Letting WSB will prepare the bid proposal and contract documents in preparation for bidding of the proposed improvements. WSB &Associates, Inc.will provide originals of the bidding 8 • City of Richfield Richfield Parkway North Connection Final Design February 13,2013 L/C—e6) documents to the City of Richfield (on bond paper and/or in Microsoft Word or Adobe .pdf) for use in reproduction of sets for sale to potential bidders. WSB staff will be present at the bid opening,will analyze the bids, and submit a recommendation for award. 9 City of Richfield Richfield Parkway North Connection Final Design February 13,2013 • Richfield Parkway North Connection(Bloomington to North End of Cedar Point Commons) A Final Design /VSB Work Plan and Estimate of Cost cl Associates,Inc. Estimated Hours Principal/ Sr. Project Project Land.Arch./ Engineering 2 Person Clerical/Office Task Manager Engineer Engineer Technician Survey Crew Tech Total Cost Final Design • 1 PROJECT MANAGEMENT 24 4 4 32 $4,132.00 2 DATA COLL./FIELD DESIGN SURV. 2 4 4 8 18 $2,320.00 3 GEOTECHNICAL STUDY SUBCONSULTANT(See Expenses) 4 FINAL DESIGN/CONST PLAN PREP Title Sheet 2 4 8 14 $1,354.00 General Layout 2 4 6 12 $1,150.00 Estimated Quantities 2 4 6 8 20 $2,016.00 Quantity Tabulations 2 4 16 16 38 $3,632.00 Soils Construction Notes/Std.Plates 4 8 12 $1,252.00 Typical Sections 2 4 6 8 20 $2,016.00 Miscellaneous Details/Standard Plans - 4 4 4 12 $1,164.00 Construction Staging and Traffic Control 2 6 6 14 $1,376.00 Alignment Plans and Tabulations 2 4 6 12 $1,150.00 Utility and Removal Plans 2 4 8 14 $1,354.00 Roadway Plan and Profile Sheets 2 8 24 12 46 $4,300.00 Storm Sewer Plan and Profile 2 4 12 12 30 $2,904,00 Superelevation Diagrams 2 8 8 18 $1,674.00 TttrfEstablishment/Erosion Control 6 12 - 18 $1,704.00 Roadway Landscape Plans 2 4 8 4 18 $1,768.00 Storm Water Pollution Prevention Plan 4 8 8 20 $1,892.00 Signing Plans 2 4 6 12 $1,332.00 Striping and Pavement Marking Plans 2 4 8 14 $1,536,00 Cross-Sections 4 8 8 20 $1,892.00 5 SPECIAL PROVISIONS 4 24 16 44 $4,336.00 6 CONSTRUCTION COST OPINION 2 4 6 12 $1,200.00 7 PLAN REVIEW AND APPROVAL 2 4 8 16 30 $2,992.00 8 UTILITY COORDINATION 2 8 4 4 18 $1,620.00 • 9 OBTAIN PERMITS 2 16 4 4 26 $2,636.00 10 PUBLIC INVOLVEMENT 10 10 8 8 6 42 $4,950.00 11 BID LETTING 2 2 2 6 $646.00 FINAL DESIGN SUBTOTAL 68 130 154 188 16 36 592 $60,298.00 Average Leber Cost $142.00 i $109.00 $80.00 I $102.00 $149.00 1 $72.00 Subtotal by Labor Category $9,656.00 I $14,170.00 j $12,320.00 j $19,176.00 i $2,384.00 j $2,592.00 $60,298.00 Expenses Miscellaneous Expenses $500.00 Gcotechnical Subconsultant $5,870.00 • Total Expenses $6,370.00 TOTAL ESTIMATED COST OF SERVICES I $66,668.00 2/14/2013 • I !'f. r 1 • '. .., . • ,t-- • 'At , I f,'' ' ''.' .. if.):11,1.I. . 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Bborn.n3tor Ave'.5 lassaisms■Bicyo - • : 1 -. ••••• i ; , E Pi) •* 00.. , 0 ..c k -■ "I r d C ' ir• gi' * ° • 1°2 ' -K. ) roa • 0') 0 '. .0 1 I. (..c. • s... • tu 1 , , . . u , o A) ,.. 1 p too .sIpj '.., 1.1 -0 ..— ro as = _1 0 an 0 s_ _ c i 4' cc - L.) .- _ c -- -- 0 Ave 7, -0 -0 > s- - ... . ... • a) a) ca as 0 .._ -, o Ca_ cr) I ir i'll - - , 0 W. . ' i ) : 0 a) a ra • - 'V • • ,.31 1 0 .-c 0 r L.. s_ s- i 0_ Ci_ 0 Cl. LU AGENDA SECTION: CONSENT AGENDA ITEM# 4D REPORT# 40 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 KAREN BARTON, COMMUNITY REPORT PREPARED BY: DEVELOPMENT ASSISTANT DIRECTOR NAME,TITLE DEPARTMENT DIRECTOR \ REVIEW: m/1:21 REVIEWED BY CITY MANAGER: /AA. ITEM FOR COUNCIL CONSIDERATION: Consideration of a resolution supporting the submittal of a Transit Oriented Development Grant Application to Hennepin County for the Lyndale Gardens redevelopment project. I. RECOMMENDED ACTION: By Motion: Adopt the resolution supporting the submittal of a Transit Oriented Development Grant Application to Hennepin County for the Lyndale Gardens redevelopment project. II. BACKGROUND The proposed Lyndale Gardens development is intended by the Developer (The Cornerstone Group) to embody "transit-friendly" design as it is located along a major transit route (Lyndale Avenue). As such, the Cornerstone Group is submitting a grant application to Hennepin County for funding through the Transit Oriented Design program (TOD) in the amount of $200,000 to fund the construction of a market pavilion/transit center within the development. The Cornerstone Group is seeking the grant to supplement other sources already awarded to the project to fund the farmers' market pavilion/transit center component specifically. The Richfield Farmer's market has committed to hosting a weekly market at the site and the Developer has purchased a 40 KW solar array that will sit atop of the market pavilion to help power the market pavilion/transit center. A structure is needed for these multiple complementary uses that cannot be financed through other sources. 02262013 Lyndale Gardens Hennepin County TOD Grant App 2013 In order to consider the funding requests, Hennepin County requires a resolution affirming local support for the application. III. BASIS OF RECOMMENDATION A. POLICY • It is appropriate to seek outside funding whenever possible. • Hennepin County requires a resolution affirming local support before considering grant applications. B. CRITICAL TIMING ISSUES • Applications must be submitted by February 28, 2013. C. FINANCIAL • Successful receipt of funding would support the construction of a market pavilion/transit center as part of the Lyndale Gardens redevelopment project. D. LEGAL • The program guidelines for the TOD funding requires the City Council to pass a resolution in support of the application. E. ENVIRONMENTAL CONSIDERATIONS • The intended use of the funds is hoped to have a positive influence on transit rider ship thereby decreasing pollution and traffic associated with the single occupancy vehicle. • The market pavilion will be equipped with solar panels to help supply electricity to the development. IV. ALTERNATIVE RECOMMENDATION(S) • Do not adopt the resolution. V. ATTACHMENTS • Resolution supporting the Lyndale Gardens application to the TOD program. VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Representatives from The Cornerstone Group. LID — I RESOLUTION NO. RESOLUTION SUPPORTING THE SUBMITTAL OF AN APPLICATION TO HENNEPIN COUNTY FOR TRANSIT ORIENTED DEVELOPMENT PROGRAM FUNDS FOR LYNDALE AVENUE WHEREAS, the City of Richfield (the "City") is a city located within Hennepin County and is therefore eligible to access the Transit Oriented Development (TOD) Grant; and WHEREAS, the City had identified the property at 6400 Lyndale Avenue (former Lyndale Garden Center) for redevelopment as part of the Lakes at Lyndale redevelopment master plan area; and WHEREAS, The Cornerstone Group has proposed a redevelopment project at 6400 Lyndale Avenue (former Lyndale Garden Center now known as Lyndale Gardens) for redevelopment; WHEREAS, the City approves participation in this program as a multi-jurisdictional project; and WHEREAS, the City recognizes the need for, and benefit of, transit oriented improvements as part of this proposed development. NOW, THEREFORE BE IT RESOLVED, that the City Council supports and otherwise affirms and ratifies the submittal of application (in accordance with Minnesota Statutes § 383B.77, Subd. 3.), for the Transit Oriented Design Program administered by Hennepin County Housing and Redevelopment Authority and authorizes the Mayor and City Manager to execute any agreements as are necessary to implement the project on behalf of the applicant. Adopted by the City Council of the City of Richfield, Minnesota this 26th day of February, 2013. Debbie Goettel, Mayor ATTEST: Nancy Gibbs, City Clerk AGENDA SECTION: CONSENT AGENDA ITEM# 4E REPORT# 41 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: MELISSA POEHLMAN, CITY PLANNER NAME,TITLE DEPARTMENT DIRECTOR REVIEW: s�> j SIGNA7'Ffl � REVIEWED BY CITY r MANAGER: i_ . ITEM FOR COUNCIL CONSIDERATION: Consider a request for a Conditional Use Permit to operate a funeral home at 6501 Nicollet Ave (Richfield Shoppes). This proposal is for office/retail use only. I. RECOMMENDED ACTION: By Motion: Approve a Conditional Use Permit for a funeral home at 6501 Nicollet Avenue. II. BACKGROUND The National Cremation Society has proposed to open a retail store front with sales and administrative offices at the Richfield Shoppes shopping center located at 6501 Nicollet Avenue. The office would sell pre-arranged and pre-paid cremation plans, as well as aiding in immediate need cremation arrangements. Typically, this use would be considered a retail/office use and allowed by right within the shopping center; however, State Law requires that the office apply for and receive a "Funeral Establishment" license. As part of this licensing requirement, the National Cremation Society is obligated to construct and maintain an embalming room, despite that fact that this room will never be used for such purposes. The presence of the embalming room makes a conditional use permit for a funeral home necessary. The City's Zoning Ordinance allows for "funeral homes" in the General Commercial (C-2) District so long as the lot on which they are located abuts an arterial or collector street. 022613 - 6501 Nicollet CUP III. BASIS OF RECOMMENDATION A. POLICY • Funeral homes are conditionally permitted in the General Commercial (C-2) District so long as the lot abuts an arterial or collector street. This requirement is met (lot abuts Lyndale Avenue). • In evaluating a request for a conditional use permit, the Council shall also consider its compliance with the eight criteria outlined in Subsection 547.09 of the City Code and further articulated in the attached document. • The applicant will not be using the embalming room. The location will be used for retail and office space only. That said, the embalming room will be in place and a conditional use permit runs with the land, rather than with a particular tenant. The Council must consider the use as proposed and as a more typical funeral home when considering Code requirements. • Staff recommends a stipulation that will prohibit formal memorial ceremonies, viewings or other activities that would be for the congregating of larger numbers of people. The existing parking is nonconforming and is 18 stalls short of minimum requirements (including a reduction for transit proximity). Further evaluation and parking analysis is needed for any use that would initiate concentrated parking demands. • The existing shopping center is nonconforming in regard to a number of other requirements as well, and City Ordinances require that nonconforming sites be brought into compliance when possible. Staff evaluated the potential for parking lot screening improvements, but parking already encroaches upon City boulevard and additional landscaping and/or fencing is not feasible. Staff also finds that the fence along the eastern property line, as well as the fence extension at the north end of the property, meets the intent of the trash enclosure requirements. There is opportunity for additional impervious surface along the northern end of the building; however, limited sunshine could make it difficult to establish and maintain plants. With a commercial neighbor to the north, staff sees minimal benefit. B. CRITICAL TIMING ISSUES • A public hearing will be held before the Planning Commission on February 25, 2013. This is one day prior to consideration by the Council and is not the typical scheduling. The applicant is traveling from out of state to attend City meetings and has requested this scheduling. Staff has agreed based on the fact that this is essentially a tenant change only. Staff shall report the results of the Planning Commission hearing at the Council meeting. • 60-DAY RULE: The 60-day clock `started' when this application was deemed complete on February 6, 2013. A decision is required by April 7, 2013 OR the Council must notify the applicant that it is extending the deadline (up to a maximum of 60 additional days or 120 days total) for issuing a decision. C. FINANCIAL • The required application processing fee has been paid. D. LEGAL • A public hearing was held before the Planning Commission on February 25, 2013. Notice of the public hearing was published in the Sun Current Newspaper and mailed to properties within 350 feet of the proposal. E. ENVIRONMENTAL CONSIDERATIONS • N/A IV. ALTERNATIVE RECOMMENDATION(S) • Deny the conditional use permit with findings that it does not meet requirements. V. ATTACHMENTS • Resolution • Site Plan • Planning & zoning maps • Photos VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Tim Nicholson — President/COO, Neptune Society 14E- RESOLUTION NO. RESOLUTION APPROVING A CONDITIONAL USE PERMIT FOR A FUNERAL HOME AT 6501 NICOLLET AVENUE WHEREAS, an application has been filed with the City of Richfield which requests a conditional use permit to allow a funeral home at property commonly known as 6501 Nicollet Avenue, property legally described as follows: Lots 1-15 inclusive except that part of Lot 9 lying south of the north 49,00 feet thereof and east of the west 38.00 feet of said Lot 9, Town's Edge, Village of Richfield, Hennepin County, Minnesota WHEREAS, the Planning Commission of the City of Richfield recommended approval of this requested conditional use permit at its February 25, 2013 meeting; and WHEREAS, this requested conditional use permit meets the requirements necessary for issuing a conditional use permit as specified in Richfield's Zoning Code, Section 547.09; and WHEREAS, this requested conditional use permit meets the requirements necessary for issuing a conditional use permit for a funeral home as specified in Richfield's Zoning Code, Section 534.07, Subdivision 4; and WHEREAS, the City has fully considered the request for approval of the conditional use permit; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, Minnesota, as follows: 1. A conditional use permit is issued to allow a funeral home, as described in City Council Letter No. , on the Subject Property legally described above. 2. This conditional use permit is subject to the following conditions in addition to those specified in Section 547.09 of the City's Zoning Ordinance: • Memorials, burial services or other gatherings associated with a typical funeral home are prohibited; • All site landscaping must be maintained and tended appropriately; • All parking stalls, crosswalks etc. must be striped in accordance with previously approved plans; • Any property changes including lighting, utilities, landscaping, etc. must comply be approved by the City and comply with Code requirements; • Sign permits must be applied for separately. This approval does not constitute approval of any signs; • That the recipient of this conditional use permit record this Resolution with the County, pursuant to Minnesota Statutes Section 462.36, Subd. 1 and the City's Zoning Ordinance Section 546.05, Subd. 7. • Prior to the issuance of an occupancy permit, the Developer shall submit a copy of the recorded conditional use permit. 3. This conditional use permit shall expire one year after it has been issued unless 1) the use for which the permit was granted has commenced; or 2) Building permits have been issued and substantial work performed; or 3) Upon written request of the applicant, the Council extends the expiration date for an additional period not to exceed one year. Expiration is governed by the City Zoning Ordinance, Section 547.09, Subdivision 9. 4. This conditional use permit shall remain in effect for so long as conditions regulating it are observed, and the conditional use permit shall expire if normal operation of the use has been discontinued for 12 or more months, as required by the City's Zoning Ordinance, Section 547.09, Subd. 10. Adopted by the City Council of the City of Richfield, Minnesota this 26th day of February 2013. Debbie Goettel, Mayor ATTEST: Nancy Gibbs, City Clerk Conditional Use Permit Requirements Subsection 547.09 a) The proposed use is consistent with the goals, policies and objectives of the City's Comprehensive Plan. This requirement is met. This property is designated as "Community Commercial/Office" in the Comprehensive Plan. Community Commercial/Office areas are intended to provide space for a wide variety of retail goods and services that serve residents of Richfield and the immediate vicinity around Richfield. b) The proposed use is consistent with the purposes of the Zoning Code and the purposes of the zoning district in which the applicant intends to locate the proposed use. This requirement is met. The General Commercial (C-2) District is intended to provide space for a wide variety of retail and service businesses that may serve a trade area encompassing Richfield and beyond. Uses are expected to be compatible with nearby residential properties and not to significantly degrade the level of serve or safety on nearby roads. c) The proposed use is consistent with any officially adopted redevelopment plans or urban design guidelines. N/A d) The proposed use is or will be in compliance with the performance standards specified in Section 544 of this Code. The existing shopping center is nonconforming in regard to a number of requirements. City Ordinances require that nonconforming sites be brought into compliance when possible. • The City finds that additional landscaping and/or fencing to provide required parking lot screening is not feasible given that parking already encroaches upon City boulevard. • The City also finds that the fence along the eastern property line, as well as the fence extension at the north end of the property, meets the intent of the trash enclosure requirements. • There is opportunity for additional impervious surface along the northern end of the buiding; however, limited sunshine would make it difficult to establish and maintain plants. With a commercial neighbor to the north, the City finds that there would be minimal benefit associated with this change and shall not require the conversion. • The City finds that the existing parking is legally nonconforming. The City finds that memorial and/or burial services that are typically be associated with a funeral home would exacerbate parking shortages and internal circulation issues. These uses are prohibited. e) The proposed use will not have undue adverse impacts on government facilities, utilities, services or existing or proposed improvements. This requirement is met. The submitted plans have been reviewed by the Public Works Department and no undue adverse impacts are anticipated. f) The use will not have undue adverse impacts on the public health, safety or welfare. The applicant must comply with all requirements of the Administrative Review Committee Report dated February 6, 2013. g) There is a public need for such use at the proposed location. This requirement is met. h) The proposed use meets or will meet all the specific conditions set by this Code for the granting of such conditional use permit. This requirement is met. The proposed use is located on an arterial road, as required by Section 534.07, Subd. 4. 14-E-S- ::._5 1 -..,- ..., i K�V:;:t.<.y/ /. 9'0•' 12'PLANTING MEDIA I F. d• �� / 2'-0"DRAINAGE-SAND/ROCK MATERIAL BELOW I I _ \t EXISTING EXISTING __—_______-_____. _ !• �.. BITUMINOUS 1•. BITUMINOUS • ,�� ,pws 33 .� / K MA RI;t E( , , ammo c.or rewux 2'-6"DROP EDGE ' 2'-6°DROP EDGE nulo,><•wsrNOw�v.'°nK�. ON 8'CURB ON 8'CURB . MATCH EXISTING PROFILE MATCH EXISTING PROFILE ! • 1 HANDICAP SIGN 2 HANDICAP RAMP j N.PLANTING AREA ' , l/ 1 PLANTINGS TO BE SELECTED BY CONTRACTOR-APPROVED BY OWNER. /l `tr „ I ® ®® ® ® ® ® ® ® 10 11 12 4114 ea 16 17 18 1�J 20 21 22 23 0 0 `eEwmE¢NtnsKKA15 ` :- o= � ' i f :.' ® 0A A'f/(/C Sll�/T __' ¢ YA E" (1`-� II k- I - �� z 44, ,1L =xrI I ..+F.�'} /�\ PLANTING AREA i I i I I• TI�i I•i I I^I I 11' I- I• j Ir I�� •I ' I L I PLANTINGS TO BE SELECTED BY CONTRACTOR-APPROVED BY OWNER • +Ic I I !I I I I. I ! 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O SI IEFT NO 4 SECTON(PLANTER) CA 1 -1 0 25 50 1 100 , ) SEATING AREA N �� PAVER(P-1)--CASAI.GRANDE-PIETRE NATIVE SERIFS-(PORFIDO)16'x 16" 1"=30' PLANTINGS 10 BF SF'ECTED BY CONTRACTOR-APPROVED BY OWNER PLANTINGS TO BE SELECTED BY CONTRACTOR-APPROVED BY OWNER. 0/220.1 SCALE IN FEET -- — -- 6501 Nicollet - CUP2/2013 IL-to Surrounding Comprehensive Plan rLDR �� CC LDR LDR DR CC CC LDR LDR CC LDR LDR 65TH STREET MIXED LDR LDR LDR LDR QLDR LDR Q W Q Z 1- LDR LDR W> CCO . 111 MIXED 0 Z LDR LDR (0 LDR LDR LDR LDR LDR C mho 66TH STREET CHURCH LD CHURCH CCO SCH LDR LDR R 1 Nome ■■ ■s Feet MIXED-Mixed Use 0 60 120 240 360 480 600 CC-Community Commercial N CCO-Community Commercial/Office LDR-Low-Density Residential SCH -School CHURCH-Church Path: I:\GIS\Community Development\Staff\Planning Tech\Projects\6501 Nicollet CP.mxd Li E---' 6501 NicoIIet - CUP2/2013 Surrounding Zoning lo-1 CR R R R C-2 C-2 R R C-2 R R 65TH STREET PC-2 R R R R W W Q R R Q W J H Z J C-2 CO R R W PC-2 UO H Z R R U) R R R R R C-2 4,1/4. rb# 66TH STREET R R R R C-2 R R 'i ■ Feet 0 60 120 240 360 480 600 C-1 -Neighborhood Commercial N C-2 -General Commercial PC-2-Planned General Commercial R-Single Family Residential Path: I:\GIS\Community Development\Staff\Planning Tech\Projects16501 Nicollet Z.mxd 6501 Nicollet Ave, Richfield Shoppes North — CUP for National Cremation Society. 12 February 2013 '... .a'.7`" T .. rye-''� Y t;l,,..,....., ..... .... ,I ;1 in i t ,t,„,, . , , ,,, , , _ . ....... ......______ , ,,,,,„a„,,,,,,:.,,.._ _e AYINny .ws- s � i ,t :� T 4 i x i , !. Ar 1 ) r' ! 4 r.. .v..n TT • afA Vr . _...._, _ ...., ...... • 1r - V C \ AGENDA SECTION: CONSENT AGENDA ITEM# 4F REPORT# 42 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: JULIE URBAN/KATE AITCHISON, HOUSING SPECIALISTS NAME,TITLE DEPARTMENT DIRECTOR REVIEW: ARNAPIMI■N j SIGNA dry REVIEWED BY CITY / - MANAGER ITEM FOR COUNCIL CONSIDERATION: Consideration of a Land Disposition Agreement with Hennepin County to develop 2517 76th Street West in accordance with Community Development Block Grant Program guidelines within two years of the date the Agreement is executed. I. RECOMMENDED ACTION: By Motion: Approve the Land Disposition Agreement with Hennepin County to develop 2517 76th Street West in accordance with Community Development Block Grant Program guidelines within two years of the date the Agreement is executed. II. BACKGROUND In 2010, the Housing & Redevelopment Authority (HRA) purchased the property at 2517 76th Street West with Community Development Block Grant (CDBG) funds. The property is guided for medium density housing and can accommodate up to eight housing units. Use of CDBG requires that 51 percent of the units built on the property be occupied by households earning at or below 80 percent of the Twin Cities Area Median Income (i.e., $65,000 for a family of four). Due to the oversupply of for-sale, attached housing units, the HRA land-banked the property for development at a future date. The Department of Housing and Urban Development (HUD) is seeking to encourage faster development of projects that involve CDBG funds. As a result, it is requiring the County to prepare and execute agreements with communities and 02262013 Land Disposition Agreement 2517 76th St W.doc their subrecipients (i.e., the HRA) that have used CDBG to purchase property. The Agreement requires the property to be developed in accordance with CDBG guidelines within two years. At the end of that period of time, an additional two-year extension can be requested if it can be demonstrated that the project is still viable. If at the end of those four years, the property has not been developed, the HRA is required to either propose an alternate use of the land (consistent with CDBG guidelines) or sell the property at fair market value and return the portion of the sales proceeds attributable to CDBG to Hennepin County as CDBG program income. HRA staff will be researching options for the redevelopment of this property once the Housing Visioning Task Force has made their recommendations to the City Council and the Housing and Redevelopment Authority. III. BASIS OF RECOMMENDATION A. POLICY • The property is guided for medium density housing in the City's Comprehensive Plan. • Per the 2008 Comprehensive Plan: o Goal: Ensure sufficient diversity in the housing stock to provide for a range of household sizes, income levels, and needs. B. CRITICAL TIMING ISSUES • The County has requested that the Agreement be approved and executed by mid-March. • The Agreement will provide until March of 2015 to develop the property. At that time, an additional two years can be requested if the HRA can demonstrate that the project is still viable. • The Richfield HRA unanimously approved this agreement at their February 19, 2013 meeting. • Staff plans to issue a Request for Qualifications to developers in 2013. C. FINANCIAL • The property was purchased for$300,000. CDBG funds were used for 100 percent of the acquisition price. If the HRA is unable to develop the property within four years, it has the option of selling the property at market value and returning the sales proceeds or$300,000 (whichever is greater) to Hennepin County as CDBG program income. D. LEGAL • The Agreement is required by the Department of Housing and Urban Development in order to facilitate the timely development of property purchased with CDBG funds. • The Agreement must was approved and executed by the HRA on February 19, 2013. E. ENVIRONMENTAL CONSIDERATIONS • N/A IV. ALTERNATIVE RECOMMENDATION(S) • Decide not to approve the Agreement; however, Hennepin County may then require that the HRA repay the CDBG funds that were used to purchase the property. V. ATTACHMENTS • Land Disposition Agreement VI. PRINCIPAL PARTIES EXPECTED AT MEETING • N/A Contract No. A130155 LAND DISPOSITION AGREEMENT THIS AGREEMENT made and entered into by and between the COUNTY OF HENNEPIN, STATE OF MINNESOTA,A-2300 Government Center, Minneapolis,Minnesota 55487(the "COUNTY"), on behalf of the Hennepin County Housing, Community Works and Transit Department, 701 Fourth Avenue South, Suite 400,Minneapolis,Minnesota 55415 ("HCWT") and the City of Richfield,a Minnesota municipal corporation, 6700 Portland Ave. S., Richfield, Minnesota 55423 ("CITY"), and the Housing and Redevelopment Authority in and for the city of Richfield, 6700 Portland Ave. S.,Richfield,Minnesota 55423 ("HRA")each of which parties is a governmental unit of the State of Minnesota pursuant to Minnesota Statutes, Section 471.59. WITNESSETH: WHEREAS,the COUNTY is a duly designated Urban County Community Development Block Grant entitlement recipient pursuant to the provisions of the Housing and Community Development Act of 1974,Title 1 of Public Law 93-383, as amended, (42 USC 5301 et seq.),and WHEREAS,the CITY is an authorized subgrantee participant in the Urban Hennepin County Community Development Block Grant Program by virtue of a Joint Cooperation Agreement executed between CITY and COUNTY pursuant to Minnesota Statutes, Section 471.59,and WHEREAS,the Urban Hennepin County Community Development Block Grant Program permits the CITY to use Community Development Block Grant funds to acquire lands for the purpose of assisting in the development of housing affordable to low and moderate-income households, and WHEREAS,the CITY suballocated Community Development Block Grant funds to the HRA to acquire the property at 2517 West 76th Street, Richfield, MN in furtherance of mutual affordable housing goals and objectives. NOW THEREFORE,in consideration of the mutual covenants and promises contained in this Agreement,the parties hereto mutually agree to the following terms and conditions: I. For and in consideration of the sum of$300,000.00, which was provided through the Urban Hennepin County Community Development Block Grant Program,the CITY,through the HRA,purchased and acquired the following described property situated in the City of Richfield, County of Hennepin, State of Minnesota, legally described as follows: That part of the East 3/4 of the Southeast Quarter of the Southeast Quarter(SE 1/4 of SE 1/4)of Section Thirty-two(32),Township Twenty-eight(28),Range Twenty-four(24),described as commencing at the northwest corner of said East 3/4 of the SE'/4 ofthe SE''A; thence East along the North line of said SE'/a of the SE 1/4 170 feet;thence South parallel with the West line,of said East 3/4 of SE 1/4 of the SE'/4 258 1 feet;thence West parallel with the North line of said SE 1/4 ofthe SE''A 170 feet,to the West line ofsaid East 3/4 ofthe SE 1/4 ofthe SE 1/4;thence North along said West line of East 3/4 of the SE 1/4 ofthe SE 1/4 to the point of beginning,according to the United States Government Survey thereof and situate in Hennepin County,Minnesota. PID#32-028-24-44-0001 II. The CITY and the HRA duly covenants and agrees that the purpose of such purchase and acquisition of said property is for the development of new housing affordable to low and moderate-income households(the "Project")and that such purpose shall be implemented not later than two years from the date of this Agreement. If at the end of such two(2)year period implementation of the Project has not actually begun but it can be demonstrated at such time that the Project is still viable and feasible,the CITY and the HRA shall have an option to extend the period during which it may hold such land for an additional two(2)year period. III. If at the end of the initial period of two(2)years,or during the second two(2)year period if the initial period should be so extended, it appears to the COUNTY that the Project proposed is no longer viable or feasible so that the CITY and the HRA could not develop the Project on the site,then the COUNTY may: A. Approve an alternate use of the land for a project eligible for Community Development Block Grant funding, or B. Require that the site be sold for fair market value. The fair market value shall be established in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act(49 CFR Part 24). In the event that such property is sold in accordance with B above, the portion of the proceeds of such sale attributable to the ratio of the CDBG contribution to the purchase price identified in Paragraph I would become the property of the COUNTY as Community Development Block Grant program income. All program income returned to the COUNTY is subject to the provisions of the Joint Cooperation Agreement. In no event shall the amount returned be less than the CDBG contribution identified in Paragraph I. The CITY and the HRA,their administrators,heirs, and assigns, releases Hennepin County, its agents and employees, from any and all actions,causes of action, or claims or demands whatsoever kind of nature regarding the proceeds of such sale of property described above. IV. During the term of this Agreement the HRA, through the CITY, may propose to the COUNTY alternative uses for the site being so acquired and the County may consider and authorize such alternative proposal provided that such alternative is eligible for Community Development Block Grant assistance and that such alternative proposal meets then existing rules and regulations for such assistance. V. 2 qr3 This Agreement is effective as of the day of ,2013,and shall continue in full force and effect until the Project is completed on the described site, or until the land is sold or approved for an alternate use in accordance with Paragraph III above,or at the expiration of two years or four years if extended in accordance with Paragraph II above,whichever occurs first. BALANCE OF PAGE LEFT INTENTIONALLY BLANK 3 �F_-L! COUNTY BOARD AUTHORIZATION The CITY and the HRA having signed this Agreement, and the Hennepin County Board of Commissioners having duly approved this Agreement on the day of ,2013,and pursuant to such approval and the proper COUNTY officials having signed this Agreement,the parties agree to be bound by the provisions herein set forth. COUNTY OF HENNEPIN Reviewed by the County STATE OF MINNESOTA Attorney's Office By: Chair of Its County Bo and Date: ATTEST: Deputy Clerk of County Board Date: By: County Administrator Date: By: Assistant County Administrator, Public Works Date: Recommended for Approval: Department Director, Housing,Community Works and Transit Date: CITY OF RICHFIELD STATE OF MINNESOTA By: Mayor And: City Administrator ATTEST: City Clerk Date: 4 HOUS A D REDEVEL•ab ENT •' THORITY psi-AND.'O THE CITY OF .r CH E D (BY: / ..,.1 eq ive Direc'or By: a-►ttic..z. Chair ATTEST: Aar /,_ �._ Secretary Date: 5 AGENDA SECTION: CONSENT AGENDA ITEM# 4G REPORT# 43 aria STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: JULIE URBAN/KATE AITCHISON, HOUSING SPECIALISTS NAME,TITLE DEPARTMENT DIRECTOR 111111L.. REVIEW: Atiquiti SIGNATURE REVIEWED BY CITY MANAGER: ' .1' ITEM FOR COUNCIL CONSIDERATION: Consideration of a Land Disposition Agreement with Hennepin County to develop 7316 Clinton Avenue in accordance with Community Development Block Grant Program guidelines within two years of the date the Agreement is executed. I. RECOMMENDED ACTION: By Motion: Consideration of a Land Disposition Agreement with Hennepin County to develop 7316 Clinton Avenue in accordance with Community Development Block Grant Program guidelines within two years of the date the Agreement is executed. II. BACKGROUND In 2008, the Housing & Redevelopment Authority (HRA) purchased the property at 7316 Clinton Avenue with Community Development Block Grant (CDBG) funds. The substandard structure was removed and a subdivision waiver approved to split the property into two lots. Use of CDBG requires that homes built on the property be sold to households earning at or below 80 percent of the Twin Cities Area Median Income (i.e., $65,000 for a family of four). Plans were pursued to develop two new, affordable, single family homes on the property; however, changes in the housing market in late 2008 led the HRA to land-bank the property to allow for absorption of existing for-sale houses. The Department of Housing and Urban Development (HUD) is now seeking to encourage faster development of projects that involve CDBG funds. As a result, it 02262013 Land Disposition Agreement 7316 Clinton.doc is requiring the County to prepare and execute agreements with communities and their subrecipients (i.e., the HRA) that have used CDBG to purchase property. The Agreement requires the property to be developed in accordance with CDBG guidelines within two years. At the end of that period of time, an additional two-year extension can be requested if it can be demonstrated that the project is still viable. If at the end of those four years, the property has not been developed, the HRA is required to either propose an alternate use of the land (consistent with CDBG guidelines) or sell the property at fair market value and return the portion of the sales proceeds attributable to CDBG to Hennepin County as CDBG program income. HRA staff will be seeking developers to construct new affordable houses on the lots, one of which will likely be fully-accessible. III. BASIS OF RECOMMENDATION A. POLICY • The New Home Program has been in existence since 1975 and provides affordable, new homes to families earning at or below 80 percent of the Twin Cities Area Median Income. B. CRITICAL TIMING ISSUES • The County has requested that the Agreement be approved and executed by mid-March. • The Agreement will provide until March of 2015 to develop the property. At that time, an additional two years can be requested if the HRA can demonstrate that the project is still viable. • The Richfield HRA unanimously approved this agreement at their February 19, 2013 meeting. C. FINANCIAL • The property was purchased using $32,150 in CDBG funds. This is 21 percent of the $150,000 acquisition,price. The remainder of the acquisition costs were funded with the Housing and Redevelopment Fund. If the HRA is unable to develop the property within four years, it has the option of selling the property at market value and returning 21 percent of the sales proceeds or $32,150 (whichever is greater) to Hennepin County as CDBG program income. D. LEGAL • The Agreement is required by the Department of Housing and Urban Development in order to facilitate the timely development of property purchased with CDBG funds. • The Agreement was approved and executed by the Housing and Redevelopment Authority on February 19, 2013. E. ENVIRONMENTAL CONSIDERATIONS • N/A IV. ALTERNATIVE RECOMMENDATIONS) • Decide not to approve the Agreement; however, Hennepin County may then require that the HRA repay the CDBG funds that were used to purchase the property. V. ATTACHMENTS • Land Disposition Agreement VI. PRINCIPAL PARTIES EXPECTED AT MEETING • N/A Contract No.A130206 LAND DISPOSITION AGREEMENT THIS AGREEMENT made and entered into by and between the COUNTY OF HENNEPIN, STATE OF MINNESOTA,A-2300 Government Center, Minneapolis, Minnesota 55487 (the "COUNTY"), on behalf of the Hennepin County Housing,Community Works and Transit Department, 701 Fourth Avenue South, Suite 400, Minneapolis,Minnesota 55415 ("HCWT") and the City ofRichfield, a Minnesota municipal corporation,6700 Portland Ave. S., Richfield, Minnesota 55423 ("CITY"),and the Housing and Redevelopment Authority in and for the city of Richfield, 6700 Portland Ave. S., Richfield, Minnesota 55423 ("HRA")each of which parties is a governmental unit of the State of Minnesota pursuant to Minnesota Statutes, Section 471.59. WITNESSETH: WHEREAS,the COUNTY is a duly designated Urban County Community Development Block Grant entitlement recipient pursuant to the provisions of the Housing and Community Development Act of 1974,Title 1 of Public Law 93-383, as amended,(42 USC 5301 et seq.), and WHEREAS,the CITY is an authorized subgrantee participant in the Urban Hennepin County Community Development Block Grant Program by virtue of a Joint Cooperation Agreement executed between CITY and COUNTY pursuant to Minnesota Statutes, Section 471.59, and WHEREAS,the Urban Hennepin County Community Development Block Grant Program permits the CITY to use Community Development Block Grant funds to acquire lands for the purpose of assisting in the development of housing affordable to low and moderate-income households,and WHEREAS,the CITY suballocated Community Development Block Grant funds to the HRA to acquire the property at 7316 Clinton Ave. S,Richfield,MN (IDIS Activity#934) in furtherance of mutual affordable housing goals and objectives. NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement,the parties hereto mutually agree to the following terms and conditions: For and in consideration of the sum of$32,150.00, which was provided through the Urban Hennepin County Community Development Block Grant Program, the CITY,through the HRA, purchased and acquired the following described property situated in the City of Richfield, County of Hennepin, State of Minnesota, legally described as follows: Lots 4 and 5,Block 4,Blairs Wooddale 3rd Addition PID#34-028-24-14-0086 1 II. The CITY and the HRA duly covenants and agrees that the purpose of such purchase and acquisition of said property is for the development of new housing affordable to low and moderate-income households(the "Project")and that such purpose shall be implemented not later than two years from the date of this Agreement. If at the end of such two(2)year period implementation of the Project has not actually begun but it can be demonstrated at such time that the Project is still viable and feasible,the CITY and the HRA shall have an option to extend the period during which it may hold such land for an additional two(2)year period. III. If at the end of the initial period of two(2)years, or during the second two(2)year period if the initial period should be so extended, it appears to the COUNTY that the Project proposed is no longer viable or feasible so that the CITY and the HRA could not develop the Project on the site,then the COUNTY may: A. Approve an alternate use of the land for a project eligible for Community Development Block Grant finding, or B. Require that the site be sold for fair market value. The fair market value shall be established in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act(49 CFR Part 24). In the event that such property is sold in accordance with B above,the portion of the proceeds of such sale attributable to the ratio of the CDBG contribution to the purchase price identified in Paragraph I would become the property of the COUNTY as Community Development Block Grant program income. All program income returned to the COUNTY is subject to the provisions of the Joint Cooperation Agreement. In no event shall the amount returned be less than the CDBG contribution identified in Paragraph I. The CITY and the HRA,their administrators, heirs, and assigns, releases Hennepin County, its agents and employees, from any and all actions, causes of action, or claims or demands whatsoever kind of nature regarding the proceeds of such sale of property described above. IV. During the term of this Agreement the HRA, through the CITY,may propose to the COUNTY alternative uses for the site being so acquired and the County may consider and authorize such alternative proposal provided that such alternative is eligible for Community Development Block Grant assistance and that such alternative proposal meets then existing rules and regulations for such assistance. V. This Agreement is effective as of the day of , 2013,and shall continue in full force and effect until the Project is completed on the described site, or until the land is sold or approved for an alternate use in accordance with Paragraph III above,or at the expiration of two years or four years if extended in accordance with Paragraph II above, whichever occurs first. 2 COUNTY BOARD AUTHORIZATION The CITY and the HRA having signed this Agreement,and the Henn epin County Board of Commissioners having duly approved this Agreement on the day of ,2013,and pursuant to such approval and the proper COUNTY officials having signed this Agreement,the parties agree to be bound by the provisions herein set forth. COUNTY OF HENNEPIN Reviewed by the County STATE OF MINNESOTA Attorney's Office By: Chair of Its County Board Date: ATTEST: Deputy Clerk of County Board Date: By: County Administrator Date: By: Assistant County Administrator,Public Works Date: Recommended for Approval: Department Director, Housing,Community Works and Transit Date: CITY OF RICHFIELD STATE OF MINNESOTA By: Mayor And: City Administrator ATTEST: City Clerk Date: 3 HOU 4'' D REDEV .•P ' TAUTHORITY (/1(AN• R 0 F• THE CI c„FIE By; �ter ecutive Dir-ctor w� By: tz�t y� _ l/, ..' t eti Chair ATTEST: ' i " Secretary Date: 4 AGENDA SECTION: PUB. HEARING AGENDA ITEM# 6 REPORT# 44 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: JULIE URBAN/KATE AITCHISON, HOUSING SPECIALISTS r4, NAME,TITLE _ r DEPARTMENT DIRECTOR ,k REVIEW: , '` t, 9/ ` �, Slr ATURE REVIEWED BY CITY , MANAGER: ITEM FOR COUNCIL CONSIDERATION: Public hearing and consideration of a resolution specifying the use of funds from the Community Development Block Grant allocation for 2013. I. RECOMMENDED ACTION: Conduct and close the public hearing and by motion: Approve the attached resolution authorizing the use of funds for the 2013 Urban Hennepin County Community Development Block Grant Program and authorizing execution of a Subrecipient Agreement with Hennepin County and any required third party agreements. II. BACKGROUND Under the Community Development Block Grant (CDBG) program, Hennepin County (County) is awarded funding on a formula basis from the federal Department of Housing and Urban Development (HUD). Richfield is allocated a portion of these funds to address local needs relating to affordable housing, community development and public services. An application for Richfield's proposed use of its allocation is due to the County by February 28, 2013. Richfield's estimated 2013 allocation is $178,369; however, this amount may change when Hennepin County receives notice of its final allocation. The chart below summarizes the recommended use of Richfield's 2013 allocation: 02262013 - CDBG.doc Project Total Recommendation 1. Public Service a. H.O.M.E. (Senior Community Services) $ 16,053 b. HOME Line $ 5,351 c. CAPSH $ 5,351 TOTAL PUBLIC SERVICE $ 26,755 2. New Home Scattered Site Acquisition Program $ 98,000 3. HRA Deferred Loan $ 53,614 TOTAL CDBG ALLOCATION $178,369 The City can use up to 15 percent ($26,755) of its CDBG allocation to fund eligible public services. The following service organizations have all been funding recipients in the past (including last year) and have requested funds totaling $26,755 for 2013. • Household Outside Maintenance for Elderly (H.O.M.E.) H.O.M.E. provides household maintenance and chore services for residents who are 60 years old or older or are disabled, with the goal of helping people stay in their homes. Clients are asked to pay for services based on a sliding fee scale. In 2012, HOME provided services to 112 Richfield households. • HOME Line HOME Line offers a Tenant Hotline that provides information and advice on tenant/landlord law and court procedures, maintenance/repair issues, management responsibilities, and tenant rights in the event of foreclosure. In 2012, HOME Line provided services to 176 Richfield households. • Community Action Partnership for Suburban Hennepin (CAPSH) CAPSH provides foreclosure prevention counseling and loan assistance, first-time homebuyer education and counseling, financial literacy and budget counseling, reverse mortgage counseling, and home repair and maintenance counseling and education. In 2012, CAPSH provided services to 66 Richfield households. Of the remaining funds, $98,000 is proposed to be allocated to the Housing and Redevelopment Authority (HRA) for the acquisition of property to be developed for future affordable single-family housing. The final $53,614 is proposed to be allocated to the Housing and Redevelopment Authority (HRA) for the Deferred Loan program, which provides no-interest, 30-year, deferred loans to low-income homeowners to address health, safety and property maintenance needs. This program is administered for the City by the County. The County currently has a waiting list of 23 households for this program. III. BASIS OF RECOMMENDATION A. POLICY • The allocation of federal CDBG funds is an annual activity. • At least 70 percent of CDBG expenditures must be used for activities benefiting very low and low income persons. • Applications for the public service portion of the funding were distributed to eligible public service agencies. Funds were divided amongst the agencies requesting funding. B. CRITICAL TIMING ISSUES • The application for funds is due to Hennepin County by February 28, 2013. • A local public hearing must be held prior to submission of the application. • Third party agreements are prepared annually with each of the public service agencies. C. FINANCIAL • The total Urban Hennepin County CDBG Program allocation for Richfield in 2013 is estimated to be $178,369. This is a preliminary figure provided by Hennepin County based on last year's allocation and is subject to change. • In the event of a change in the final allocation, the amount of funds allocated to each activity will be increased or decreased proportionally. D. LEGAL • A notice of the public hearing was published on February 14, 2013 in the Sun Current. E. ENVIRONMENTAL CONSIDERATIONS • N/A IV. ALTERNATIVE RECOMMENDATION(S) • Modify the amount of funds allocated to each project in a way that still meets funding guidelines. V. ATTACHMENTS • Resolution VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Representatives from HOME Line, H.O.M.E. and CAPSH RESOLUTION NO. RESOLUTION AUTHORIZING USE OF FUNDS FOR THE 2013 URBAN HENNEPIN COUNTY COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM AND AUTHORIZING EXECUTION OF SUBRECIPIENT AGREEMENT WITH HENNEPIN COUNTY AND ANY REQUIRED THIRD PARTY AGREEMENTS WHEREAS, the City of Richfield, Minnesota, through execution of a Joint Cooperation Agreement with Hennepin County, is participating in the Urban Hennepin County Community Development Block Grant (CDBG) Program; and WHEREAS, The City of Richfield has developed a proposal for the use of 2013 CDBG funds made available to it; and WHEREAS, the City held a public hearing on February 26, 2013 to obtain the views of citizens on local and Urban Hennepin County housing and community development needs and priorities for the City's proposed use of$178,369 from the 2013 Urban Hennepin County CDBG Program; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of Richfield, Minnesota as follows: 1. Approves the following projects for funding from the 2013 Urban Hennepin County Community Development Block Grant Program and authorizes submittal of the proposal to Hennepin County. Activity Budget 1. Public Service a. H.O.M.E. $ 16,053 b. HOME Line $ 5,351 c. CAPSH $ 5,351 TOTAL $ 26,755 2. Scattered Site Acquisition Program $ 98,000 3. HRA Deferred Loan Program $ 53,614 TOTAL CDBG ALLOCATION $ 178,369 2. That the Mayor and City Council hereby authorize and direct the execution of the Subrecipient Agreement with Hennepin County and any required Third Party Agreements on behalf of the City-to implement the 2013 CDBG Program. 3. That should the final amount of FY 2013 CDBG available to the City be different from the preliminary amount provided to the City, the City Council hereby authorizes the City Manager to adjust project budget(s) to reflect an increase or decrease in funding. Adopted by the City Council of the City of Richfield, Minnesota this 26th day of February, 2013. Debbie Goettel, Mayor ATTEST: Nancy Gibbs, City Clerk AGENDA SECTION: RESOLUTIONS AGENDA ITEM# 7 REPORT# 45 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2012 REPORT PREPARED BY: PAM DMYTRENKO ASST. CITY MANAGER/FIR MGR. NAME,TITLE DEPARTMENT DIRECTOR REVIEW: r #44 SIGNATU a REVIEWED BY CITY MANAGER: I ITEM FOR COUNCIL CONSIDERATION: Consideration of a resolution approving the contract with the International Union of Operating Engineers, Local 49 for the contract period January 1, 2013 through December 31, 2014. I. RECOMMENDED ACTION: By Motion: Adopt the resolution approving the provisions of the 2013-2014 labor agreement with the International Union of Operating Engineers, Local 49 bargaining unit and authorize the City Manager to execute the agreement. II. BACKGROUND City staff has completed labor negotiations with the International Union of Operating Engineers, Local 49 (Union). The provisions of the 2013-14 contract cover all of the employees in this Union, which consists of 39 City employees including Public Works Workers, Mechanics and Water Plant Operators. The tentatively approved settlement includes the following significant changes: Wages A two percent wage increase for contract year 2013 and a re-opener for contract year 2014. 0226Local 49 Health Insurance A $35 increase to the Employer health insurance contribution, which provides up to a maximum contribution of$691.50 per month for single Employee coverage, $950 per month for Employee plus spouse or Employee plus children) coverage and $1,000 per month for Employee plus family coverage. A $5 increase to the Employer contribution for Employee single dental insurance coverage from $40 per month to $5 per month. A contract re-opener would occur in 2014 for health insurance rates. Seniority The City proposes the following language change to this article: "Seniority will be the determining criterion for transfer&, promotions and layoffs when all job-relevant qualification factors are equal; for purposes of layoffs, seniority shall be by affected classification. The three (3) classification work groups are Public Works Workers, Mechanics, and Water Plant." Working out of Classification (WOC) Effective January 1, 2013, a $ .15 increase in the Specialist pay rate from $1.35/hour to $1.50/hour. Blacktop Paver added to heavy equipment list eligible for WOC. Utility Monitor assignment added as assignment eligible for (WOC). Tree Injection Specialist was added to the Specialist list. Licensure/Certification Pay Effective January 1, 2013, a $ .25 increase to the pyramid cap of concurrent specialized pay from $1.50/hour to $1.75/hour. Effective January 1, 2013, a $ .05 increase to the following licensure pay rates: Class B Water & Class B Wastewater from $ .65/hr. to $ .70/hr. Class A Water from $ .80/hr. to $ .85/hr. Boiler license from $ .65/hour to $ .70/hr. III. BASIS OF RECOMMENDATION A. POLICY • The City has met and negotiated in good faith with the Union and its representatives and is bound under the Public Employer's Labor Relations Act to meet and bargain over the terms and conditions of employment. • The proposed settlement for the health and dental insurance provisions is identical to those provided to non-union City employees. The City has a long history of providing the same level of insurance benefits to all eligible City employees. • The two percent wage increase represents the same two percent wage adjustment implemented for non-union City employees and for all contracts settled for 2013. The Fire bargaining unit remains the only contract unsettled for 2013. • The two percent wage adjustment and health insurance increase is comparable to other bargaining groups in similar metro cities. A survey of Stanton 5 cities indicates that those cities are providing anywhere from a 1 to 3 percent increase. The City has a long history of trying to remain as close to the mid-range as possible for Stanton 5 cities, in terms of wages and benefits. • As part of negotiations, the City was able to modify seniority language that was very cumbersome for the City's recruitment and promotion processes within this bargaining unit. B. CRITICAL TIMING ISSUES • In order to allow the City's accounting personnel to modify payroll records in a timely manner for 2013 wages and benefits, it is recommended that the City Council act on February 26, 2013 to adopt the attached resolution providing for contract changes, effective January 1, 2013. C. FINANCIAL • Two percent wage increase for contract year 2013. • A maximum $35 increase in Employer monthly contribution towards health insurance coverage for 2013. • A $5 per month increase in Employer monthly contribution towards employee single dental insurance in 2013. • A $ .05/hour increase for Class A and Class B Water and Wastewater licensure pay and for Boiler licensure pay. • A $ .15/hour increase to $1.50/hour for specialist pay. • A $ .25/hour increase to the pyramid cap of concurrent specialized pay from $1.50/hour to $1.75/hour. D. LEGAL • If the terms of this agreement are not approved, further negotiation and/or mediation will be necessary. E. ENVIRONMENTAL CONSIDERATIONS • NA IV. ALTERNATIVE RECOMMENDATIONS) • Do not approve the terms of this agreement and prepare for further negotiation and/or mediation. • Defer discussion to another date. V. ATTACHMENTS • Resolution VI. PRINCIPAL PARTIES EXPECTED AT MEETING • None RESOLUTION NO. RESOLUTION APPROVING LABOR AGREEMENT BETWEEN THE CITY OF RICHFIELD AND INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 49 BARGAINING UNIT FOR YEARS 2013 and 2014 WHEREAS, the City Manager and the International Union of Operating Engineers, Local 49 have reached an understanding concerning conditions of employment for years 2013 and 2014; and WHEREAS, it would be inappropriate to penalize Local 49 members who have negotiated in good faith; and WHEREAS, the City Ordinance requires that contracts between the City and the exclusive representative of the employees in an appropriate bargaining unit shall be completed by Council resolution. NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby approve the Labor Agreement between the City of Richfield and International Union of Operating Engineers, Local 49 Bargaining Unit, for years 2013 and 2014 under the provisions of the Labor Agreement to be implemented effective January 1, 2013 and authorize the City Manager to execute the contract. Adopted by the City Council of the City of Richfield, Minnesota this 26th day of February 2013. Debbie Goettel Mayor ATTEST: Nancy Gibbs City Clerk AGENDA SECTION: RESOLUTIONS AGENDA ITEM# 8 REPORT# 46 STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: CHRIS REGIS,FINANCE MANAGER NAME,TITLE DEPARTMENT DIRECTOR REVIEW: I SIGNATURE f REVIEWED BY CITY n% %� ( -4 MANAGER. (� r _/�64 prick ITEM FOR COUNCIL CONSIDERATION: Consideration of the attached resolutions authorizing an Interfund Loan with the Richfield Housing & Redevelopment Authority and within the Cedar Avenue Tax Increment Financing District and approving a Cooperative Agreement with the Richfield Housing and Redevelopment Authority. I. RECOMMENDED ACTION: By Motion: Approve the attached resolutions authorizing an Interfund Loan for Advance of Certain Costs in Connection with Property Located within the Cedar Avenue Tax Increment Financing District and approval of a Cooperative Agreement with the Richfield Housing and Redevelopment Authority. II. BACKGROUND The City of Richfield has ordered the Richfield Parkway Phase II Project which includes reconstruction and widening of the Richfield Parkway. Due to the significant amount of right-of-way that is needed for the project the City has determined it necessary to acquire 14 properties located on 17th Avenue. The Housing and Redevelopment Authority (HRA) has previously purchased two parcels needed for the project. 022613 Interfund Loan At the January 7, 2013 Special Housing and Redevelopment Authority meeting, the HRA board approved the process to acquire twelve remaining properties using special assessment bonds to be issued by the City. The properties to be acquired are located within the Cedar Avenue Tax Increment Financing District (TIF District) within the Richfield Redevelopment Project Area. The properties would initially be acquired by the City and once the purchasing process and project was complete the properties would then be conveyed to the HRA. The properties would then be specially assessed as part of the special assessment process. Accordingly, the HRA would then be responsible for the annual payment of the special assessment portion of the debt service for the bonds. Staff is recommending that the HRA prepay the special assessments with funds from the City's Permanent Improvement Revolving Fund (PIR). An interfund loan would then be established between the HRA and the City's PIR Fund. The purpose of the interfund loan recommendation is to provide some financial flexibility for the HRA until the site can be sold to a developer for redevelopment. The repayment of the interfund loan would have three sources in the following order of priority: • Land sale proceeds from the sale of the properties to a future developer. • Tax Increment revenues generated from the TIF District and legally available to pay principal and interest on the interfund loan. • Funds of the Housing and Redevelopment Authority that are legally available to pay the principal and interest on the interfund loan. The proceeds from the prepayment of special assessments would be used to pay down the outstanding principal balance on the special assessment bonds in February 2015. III. BASIS OF RECOMMENDATION A. POLICY • Minnesota Statutes Chapter 429 gives cities the authority to levy special assessments. • Section 469.178, Subdivision 7 of the TIF Act, the City is authorized to advance or loan money from any fund from which such advances may be legally made in order to finance expenditures that are eligible to be paid with tax increments under the TIF Act. B. CRITICAL TIMING ISSUES • Beginning after March 31, 2013, the City may close on the properties that are part of the project according to purchase agreement terms. • Construction contract to be awarded no later than February 12, 2014. • The special assessment process is estimated to begin during fall 2014. C. FINANCIAL • The special assessment to be levied against the HRA would be $780,000 (25% of$3,120,000 the par value of the bonds). • Term of the internal loan would be 20 years. • 0% interest for the first two years of the loan with no principal and interest payments until 2017. • 1% interest rate beginning in 2017 along with the beginning of principal and interest payments. • If the properties are sold to a future developer prior to 2017, all proceeds received from the sale would immediately be applied to the outstanding loan balance. • The repayment of the loan would have three sources in the following order of priority: o Land sale proceeds from a future developer o Tax Increment revenues generated from the TIF District and legally available to pay principal and interest on the interfund loan. o Funds of the Housing and Redevelopment Authority that are legally available to pay the principal and interest on the interfund loan. D. LEGAL • Legal counsel has reviewed the attached resolution and Cooperative Agreement. • E. ENVIRONMENTAL CONSIDERATIONS • N/A IV. ALTERNATIVE RECOMMENDATION(S) • Forgo the interfund loan and proceed with payment of the special assessments through normal special assessment payment process. V. ATTACHMENTS • Resolution Authorizing Interfund Loan for Advance of Certain Costs in Connection with Property Located within Cedar Avenue Tax Increment Financing District. • Resolution Approving a Cooperative Agreement with the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota. • Cooperative Agreement VI. PRINCIPAL PARTIES EXPECTED AT MEETING • None I RESOLUTION NO. CITY OF RICHFIELD RESOLUTION AUTHORIZING INTERFUND LOAN FOR ADVANCE OF CERTAIN COSTS IN CONNECTION WITH PROPERTY LOCATED WITHIN CEDAR AVENUE TAX INCREMENT FINANCING DISTRICT BE IT RESOLVED By the City Council of the City of Richfield,Minnesota(the"City")as follows: Section 1. Background. 1.01. The City has ordered the Richfield Parkway Phase II Project (Improvement Project No. CP-41007 (North Richfield Parkway)), which includes reconstruction and widening of Richfield Parkway from 66th Street to Bloomington Avenue(the"Richfield Parkway Project"). 1.02. Due to the significant amount of right-of-way that is needed for the Richfield Parkway Project, the City has determined it necessary to acquire all or a portion of 14 properties located on 17th Avenue (the "Assembled Properties"), because once the right-of-way is provided to the City, the remainder of the lots will not be usable for residential purposes. 1.03. The Housing and Redevelopment Authority in and for the City of Richfield (the "Authority") previously purchased two parcels (the "HRA Parcels") of the Assembled Properties needed for the Richfield Parkway Project and proposes to convey to the City the easements necessary for the construction of the Richfield Parkway Project over those parcels. 1.04. The City intends to purchase the remaining 12 parcels (the "City Parcels") of the Assembled Properties needed for the Richfield Parkway Project. 1.05. Following the completion of the Richfield Parkway Project, the City intends to levy special assessments against the Assembled Properties and convey to the Authority the City Parcels, reserving to the City an easement for the Richfield Parkway Project. 1.06. Pursuant to a Cooperative Agreement to be entered into by the Authority and the City (the "Cooperative Agreement"), it is proposed that the Authority take ownership and responsibility for Assembled Properties and the Authority shall pay the special assessments levied against the Assembled Properties, which are estimated to be in the amount of$780,000. 1.07. In order to lessen the economic burden on the Authority, the City has proposed to loan funds to the Authority(the "Interfund Loan") from its Permanent Improvement Revolving Fund in order to prepay the special assessments levied against the Assembled Properties. 1.08. The Assembled Properties are located within the Cedar Avenue Tax Increment Financing District (a redevelopment district) (the "TIF District") within the Richfield Redevelopment Project Area (the "Redevelopment Project"), both established by the Authority pursuant to Minnesota Statutes, Sections 469.174 to 469.179, as amended (the "TIF Act"), Sections 469.001 to 469.047, as amended(the "HRA Act"),and Laws of Minnesota 2005, Chapter 152,Article 2, Section 25 (the"Special Law"). 1.09. Under Section 469.178, subdivision 7 of the TIF Act,the City is authorized to advance or loan money from any fund from which such advances may be legally made in order to finance expenditures that are eligible to be paid with tax increments under the TIF Act. 1.10. Pursuant to the Cooperative Agreement,the Authority will pledge the following revenues to the repayment of the principal of and interest on the Interfund Loan in the following order of priority: 418682v3 JAE RC145-632 (i) all proceeds of the sale of all or any portion of the City Parcels; (ii) tax increment revenues derived from the TIF District and legally available to pay the principal of and interest on the Interfund Loan; and (iii) any other funds of the Authority that are legally available to pay the principal of and interest on the Interfund Loan. 1.11. On February 19, 2013, the Authority approved a resolution (the "Loan Resolution") requesting that the City advance the Interfund Loan to the Authority. Section 2. Interfund Loans Authorized. 2.01. The City approves the Interfund Loan described in the Loan Resolution and authorizes use of funds in the Permanent Improvement Revolving Fund available for such purposes under law as the source of the funds for the Interfund Loan. 2.02. City staff and officials are authorized and directed to execute any collateral documents and take any other actions necessary to carry out the intent of this resolution. Adopted by the City Council of the City of Richfield this 26th day of February,2013. Debbie Goettel,Mayor ATTEST: Nancy Gibbs,City Clerk 2 418682v3 JAE RC145-632 -3 CITY OF RICHFIELD,MINNESOTA RESOLUTION NO. RESOLUTION APPROVING A COOPERATIVE AGREEMENT WITH THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD,MINNESOTA WHEREAS, pursuant to a resolution adopted February 12, 2013, the City of Richfield (the "City") has ordered the construction of the Richfield Parkway Phase II Project (Improvement Project No.CP-41007 (North Richfield Parkway)), which includes reconstruction and widening of the Richfield Parkway from 66th Street to Bloomington Avenue(the"Richfield Parkway Project"); and WHEREAS, due to the significant amount of right-of-way that is needed for the Richfield Parkway Project, the City has determined it necessary to acquire all or portions of 14 parcels of property located on 17th Avenue (the "Assembled Properties"), because once the right-of-way is provided to the City,the remainder of the lots will not be usable for residential purposes; and WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield (the "Authority")has purchased two of the 14 parcels of property that constitute the Assembled Properties and proposes to convey to the City the easements necessary for the construction of the Richfield Parkway Project over those parcels; and WHEREAS, following the completion of the Richfield Parkway Project, the City proposes to levy special assessments against all properties benefitted by the Richfield Parkway Project and convey to the Authority the remaining 12 parcels (the "City Parcels"), reserving to the City an easement for the Richfield Parkway Project; and WHEREAS, upon conveyance to the Authority of the City Parcels, it is proposed that the Authority be responsible for the payment of special assessments levied against the Assembled Properties and all maintenance of the Assembled Properties; and WHEREAS, the City has proposed to loan funds from its Permanent Improvement Revolving Fund(the "Interfund Loan")to the Authority in order for the City to prepay the special assessments levied against the Assembled Properties; and WHEREAS,it is proposed that the Authority will pledge the following revenues to the repayment of the principal of and interest on the Interfund Loan in the following order of priority: (i) all proceeds of the sale of all or any portion of the City Parcels; (ii) tax increment revenues derived from the Cedar Avenue Tax Increment Financing District and legally available to pay the principal of and interest on the Interfund Loan; and(iii) any other funds of the Authority that are legally available to pay the principal of and interest on the Interfund Loan; and WHEREAS,to memorialize the agreement between the Authority and the City with respect to the Assembled Properties, a Cooperative Agreement has been drafted and is on file with the City; and WHEREAS, on February 19, 2013, the Board of Commissioners of the Authority approved the execution and delivery of the Cooperative Agreement; and 419149v1 JAE RC145-632 WHEREAS,the City Council has reviewed the Cooperative Agreement and finds that the execution thereof by the City and performance of the City's obligations thereunder are in the best interest of the City and its residents;and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, Minnesota as follows: 1. The Cooperative Agreement presented to the City and on file with the City Clerk is hereby in all respects approved,subject to modifications that do not alter the substance of the transaction and that are approved by the Mayor and City Manager;provided that execution of such document by such officials shall be conclusive evidence of approval. 2. The Mayor and City Manager are hereby authorized to execute the Cooperative Agreement on behalf of the City and to carry out on behalf of the City the City's obligations thereunder. Adopted by the City Council of the City of Richfield,Minnesota this 26th day of February,2013. Debbie Goettel,Mayor ATTEST: Nancy Gibbs, City Clerk 419149v1 JAE RC145-632 2 c8 RICHFIELD PARKWAY COOPERATIVE AGREEMENT This Richfield Parkway Cooperative Agreement(the "Agreement") is made as of , 2013 by and between the CITY OF RICHFIELD, a Minnesota municipal corporation ("City") and the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, a public body corporate and politic under the laws of Minnesota("Authority"). WITNESSETH: WHEREAS, pursuant to a resolution adopted February 12, 2013, the City of Richfield (the "City")has ordered the construction of the Richfield Parkway Phase II Project(Improvement Project No. CP-41007 (North Richfield Parkway)), which includes reconstruction and widening of Richfield Parkway from 66th Street to Bloomington Avenue (the"Richfield Parkway Project"); and WHEREAS, due to the significant amount of right-of-way that is needed for the Richfield Parkway Project, the City has determined it necessary to acquire all or portions of 14 properties located on 17th Avenue (the "Assembled Properties"), because once the right-of-way is provided to the City, the remainder of the lots will not be usable for residential purposes; and WHEREAS, the Authority has purchased two (the "HRA Parcels")of the 14 properties described in Exhibit A and proposes to convey to the City the easements necessary for the construction of the Richfield Parkway Project over those parcels; and WHEREAS, the City plans to issue its General Obligation Improvement Bonds, Series 2013A in the principal amount of approximately$3,120,000 (the"Bonds") in order to pay for a portion of the costs of the Richfield Parkway Project; and WHEREAS, the City plans to use a combination of grant proceeds and proceeds of the Bonds to purchase the remaining 12 properties described in Exhibit A(the"City Parcels"); and WHEREAS, following the completion of the Richfield Parkway Project, the City proposes to levy special assessments against all properties benefitted by the Richfield Parkway Project and convey to the Authority the City Parcels,reserving to the City an easement for the Richfield Parkway Project; and WHEREAS, upon conveyance to the Authority of the City Parcels, the Authority shall be responsible for the payment of special assessments levied against the properties and all maintenance of the properties; and WHEREAS, the City has proposed to loan funds from its Permanent Improvement Revolving Fund to the Authority in order to prepay the special assessments levied against the Assembled Properties; and NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: Section 1. Richfield Parkway Project. On February 12, 2013, the City Council of the City ordered the Richfield Parkway Project. The City plans to issue the Bonds in March 2013. The City's purchase of the City Parcels will commence after the Bonds are issued. Construction of the Richfield Parkway Project is set to commence in the spring of 2014 and be completed by December 31, 2014. The 418671v4 JAE RC145-632 1 City intends to levy the special assessments for the Richfield Parkway Project against the Assembled Properties no later than December 31,2014. Section 2. Conveyance of Improvement Property to Authority. Following the completion of the Richfield Parkway Project and prior to the special assessments being levied against the Assembled Properties,the City shall convey the City Parcels to the Authority,reserving an easement for right-of-way purposes over those portions of the City Parcels as the City may require for the Richfield Parkway Project. Section 3. Consideration for City Parcels. In return for the City's conveyance of the City Parcels to the Authority,the Authority agrees to take financial responsibility for the following: a. the payment of special assessments levied against the Assembled Properties, in the aggregate amount of 25%of the principal amount of the Bonds,which is estimated to be $780,000; and b. maintenance of the Assembled Properties, including reimbursement of property taxes previously paid by the City against the City Parcels, if any, and including payment of property taxes, if any,that accrue against the City Parcels from the date of closing with the City. The parties agree and understand the City's public works department will provide lawn maintenance and snow plowing for the Assembled Properties at no charge to the Authority. Section 4. Prepayment of Special Assessments. The Authority agrees to prepay the special assessments levied against the Assembled Properties during the period of time allowed for such prepayments. The Authority shall prepay the special assessments by using the proceeds of the interfund loan provided by the City described in Section 5 below. Section 5. Interfund Loan from City's Permanent Improvement Revolving Fund. Pursuant to Section 315.07 of the City's Code, the City has the authority to loan funds in its Permanent Improvement Revolving Fund to provide interim financing of capital expenditures for projects undertaken by the City or the Authority. Pursuant to this authority,the City has agreed to lend, and the Authority has agreed to borrow funds from the City's Permanent Improvement Revolving Fund in an amount sufficient to prepay the special assessments levied against the Assembled Properties (the "Interfund Loan"). The terms, interest rate, payment obligations and amount of such interfund loan are set forth in the Interfund Loan resolutions adopted by the Authority's Board on February 19, 2013, and the City Council on February 26, 2013. Such terms of the Interfund Loan may be amended by further action of both the Authority's Board and the City Council. Section 6. TIF District. In 2006, the City and the Authority worked together to create the Cedar Avenue Tax Increment Financing District(a redevelopment district) (the "TIF District")within the Richfield Redevelopment Project Area (the "Redevelopment Project") pursuant to Minnesota Statutes, Sections 469.174 to 469.179, as amended (the "TIF Act"), Sections 469.001 to 469.047, as amended(the "HRA Act"), and Laws of Minnesota 2005, Chapter 152, Article 2, Section 25 (the "Special Law"). The TIF District was established in order redevelop an area of the City which includes the Assembled Properties. Tax increment revenues derived from the TIF District may be used to acquire and improve the Assembled Properties, including the payment of special assessments on the Assembled Properties. The parties agree and understand that tax increments cannot be used to reimburse the City or the Authority for the acquisition costs related to the HRA Parcels or any of the City Parcels purchased prior to the Authority's adoption of its Interfund Loan resolution described in Section 5. 418671v4 JAE RC145-632 2 Section 7. Sale of Improvement Property. There is no plan in place to sell the Assembled Properties to a particular redeveloper at the present time. However, the Authority may assemble all or a portion of the Assembled Properties and convey that land for the purposes of redevelopment to one or more private parties. The parties acknowledge and understand that in order to encourage redevelopment, the Authority may convey the Assembled Properties to a redeveloper for a nominal amount. The Authority agrees to notify the City of any proposal to sell the Assembled Properties, or any portion thereof, for less than fair market value. Section 8. Repayment of Interfund Loan. The Authority pledges the following revenues to the repayment of the principal of and interest on the Interfund Loan in the following order of priority: a. All proceeds of the sale of all or any portion of the City Parcels; b. Tax increment revenues derived from the TIF District and legally available to pay the principal of and interest on the Interfund Loan, and taking into account the restrictions on such funds set forth in Section 6; and c. Any other funds of the Authority that are legally available to pay the principal of and interest on the Interfund Loan. Section 9. Repayment of City Parcels Acquisition Costs. Following the repayment in full of the Interfund Loan, the Authority shall use the proceeds of any sale of the City Parcels, or portions thereof, to reimburse itself for the costs to maintain the City Parcels. Any remaining proceeds of the sale of the Assembled Properties shall be the property of the Authority. Section 10. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those provisions of this Agreement which are valid. Section 11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Section 12. Term of Agreement. This Agreement shall terminate on the earlier of(a)the date the payments described in Section 3a have been made in full; or (b) the date the Bonds are no longer outstanding. [The remainder of this page is intentionally left blank.] 418671v4 JAE RC145-632 3 IN WITNESS WHEREOF, the City and the Authority have caused this Richfield Parkway Cooperative Agreement to be duly executed by their duly authorized representatives as of the date first above written. CITY OF RICHFIELD By Its Mayor By Its City Manager HOUSING AND REDEVELOMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD By Its Chairperson By Its Executive Director 418671v4 JAE RC145-632 4 EXHIBIT A LIST OF PROPERTIES TO BE PURCHASED FOR RICHFIELD PARKWAY PROJECT Address PID Purchased By 6314 17th Ave. S. 2602824110045 City 6320 17th Ave. S. 2602824110044 City 6326 17"'Ave. S. 2602824110043 City 6332 17th Ave. S. 2602824110042 City 6338 17th Ave. S. 2602824110041 City 6344 17th Ave. S. 2602824110040 City 6408 17th Ave. S. 2602824110018 City 6414 17th Ave. S. 2602824110017 City 6426 17th Ave. S. 2602824110015 City 6432 17t1 Ave. S 2602824110014 City 6438 17th Ave. S. 2602824110013 City 6444 17th Ave. S. 2602824140012 City 6400 17th Ave. S 2602824140019 HRA 6420 17th Ave. S 2602824140016 HRA A-1 418671v4 JAE RC145-632 AGENDA SECTION: RESOLUTIONS AGENDA ITEM# 9 REPORT# 47 mad! STAFF REPORT RICHFIELD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: CHRIS REGIS,FINANCE MANAGER NAME,TITLE DEPARTMENT DIRECTOR REVIEW: G N TITLE f- REVIEWED BY CITY MANAGER: �' 414 ITEM FOR COUNCIL CONSIDERATION: Consideration of the attached resolution awarding the sale of$3,120,000 General Obligation Improvement Bonds, Series 2013A. I. RECOMMENDED ACTION: By Motion: Approval of the attached resolution awarding the sale of General Obligation Improvement Bonds, Series 2013A, in the original aggregate principal amount of $3,120,000; Fixing their form and specifications; Directing their execution and delivery; and providing for their payment. II. BACKGROUND • At the January 22, 2013 City Council meeting, the City Council approved a resolution providing for the sale of$3,120,000 General Obligation Improvement Bonds, Series 2013A. • The issuance of the 2013A bonds will fund the Richfield Parkway Phase II project. The project would involve capital improvements to Richfield Parkway between 63' and 65th Street. The improvements would be reconstruction of the road, widening the road to include a separate bike trail, green boulevards, relocating a sidewalk, reconstructing curbs and gutters, and replacement of certain utilities. In addition, the project would require the acquisition of approximately fourteen properties located on 17th Avenue of which two properties have already been purchased by the Richfield Housing and Redevelopment Authority (HRA). 022613 Bond 2013A • The remaining twelve properties would be initially acquired by the City and once the purchasing process and the project are complete the properties would then be conveyed to the HRA. The HRA would then market the site to future developers for redevelopment. • The properties would then be specially assessed as part of the special assessment process. Accordingly, the HRA would then be responsible for the annual payment of the special assessment portion of the debt service for the bonds. • Staff is recommending that the HRA prepay the special assessments with funds from the City's Permanent Improvement Revolving Fund (PIR). An interfund loan would be established between the HRA and the City's PIR Fund. The purpose of the interfund loan would be to provide some financial flexibility for the HRA until the site can be sold to a developer for redevelopment. • At the February 19, 2013 Richfield Housing and Redevelopment Authority meeting, the HRA board approved a Cooperative agreement to enter into the interfund loan with the City. • The proceeds of the prepayment would be used to pay down the outstanding principal of the bonds in February 2015. • The debt service for the 2013A bonds will be then be supported through a debt service tax levy. • Bids on the 2013A General Obligation Improvement Bonds are due in the offices of Ehlers & Associates, Inc. on Tuesday February 26, 2013. A representative from Ehlers & Associates, Inc. will be at the City Council meeting to recommend the successful bidder and review attached documents, and provide information that is absent from the resolution and available only after the bidding on the capital notes has closed. • Following Ehlers &Associates, Inc. recommendation it would be appropriate for the City Council to award the bond sale to the qualified buyer and undertake other related actions as necessary as delineated in the approving resolution. The anticipated closing on the 2013A Bonds is scheduled for March 21, 2013. III. BASIS OF RECOMMENDATION A. POLICY • The Richfield Parkway Phase II (63rd to 65th) is consistent with the City's Comprehensive Plan and the Capital Improvement Budget and Plan. B. CRITICAL TIMING ISSUES • In order to fund the acquisitions of properties it is important to have the financing for acquisitions in place. • Beginning after March 31, 2013 the City may close on the properties that are part of the project according to purchase agreement terms. • Construction contract to be awarded no later than February 12, 2012. • The special assessment process begins during the fall of 2014. C. FINANCIAL • The total cost of the Richfield Parkway Phase II is estimated to be $3,945,000 • Funding for the project is as follows: • Three Rivers Park District $ 320,000 • Hennepin County Community Works $ 627,000 • G.O. Improvement Bonds $2,998„000 Total Funding $3,945,000 • The par amount of the bonds to be issued is $3,120,000. • The debt service on the bonds will be paid from a combination of a debt service tax levy (75% of par value of bonds) and a special assessment (25% of par value of bonds) levied against the HRA in the amount of$780,000. • It is recommended that the HRA prepay the $780,000 in special assessments utilizing an interfund loan from the City's PIR Fund. The proceeds of the prepayment would then be used to pay down the outstanding principal balance of the bonds on February 1, 2015. • The annual tax levy to provide for the debt service of the bonds will average $157,720 over the 20-year life of the bonds. • The estimated annual increases in taxes due to the issuance of these bonds for a residential property valued at $175,000 will be approximately $20.12 per year. D. LEGAL • Legal counsel has been involved in the bond sale transactions as bond counsel to the City. E. ENVIRONMENTAL CONSIDERATIONS • N/A IV. ALTERNATIVE RECOMMENDATION(S) • None. V. ATTACHMENTS • Resolution Awarding the Sale of$3,120,000 General Obligation Improvement Bonds, Series 2013A. VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Rebecca Kurtz, Ehlers & Associates, Inc. �- 1 Extract of Minutes of Meeting of the City Council of the City of Richfield,Hennepin County,Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Richfield, Minnesota, was duly held in the City Hall in said City on Tuesday, February 26, 2013, commencing at 7:00 P.M. The following members were present: and the following were absent: * * * * * * * * * The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City's General Obligation Improvement Bonds, Series 2013A, to be issued in the aggregate principal amount of$3,120,000. The City Manager presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached. After due consideration of the proposals, Member then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 419144v1 JAE RC145-632 q-a RESOLUTION NO. A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2013A,IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $3,120,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Richfield, Minnesota (the "City"), as follows: Section 1. Sale of Bonds. 1.01 Authority. It is hereby determined that: (a) Certain assessable public improvements, including the acquisition of right-of- way and construction of improvements to Richfield Parkway as part of the City's Richfield Parkway Project (the "Improvements"), have been made, duly ordered or contracts let for the construction thereof pursuant to the provisions of Minnesota Statutes, Chapters 429 and 475, as amended(collectively,the"Act"). (b) It is necessary and expedient to the sound financial management of the affairs of the City to issue its General Obligation Improvement Bonds, Series 2013A(the "Bonds"), in the aggregate principal amount of$3,120,000,to provide financing for the Improvements. (c) The City is authorized by Section 475.60, subdivision 2(9), of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and the City's financial advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of (the "Purchaser") to purchase the Bonds of the City is hereby found and determined to be a reasonable offer and is hereby accepted,the proposal being to purchase the Bonds at a price of$ (par amount of$3,120,000, [plus original issue premium of$ ,] [less original issue discount of$ ,] less underwriter's discount of$ ), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: (The remainder of this page is intentionally left blank.) 419144v1 JAE RC145-632 2 9 -3 Year of Interest Year of Interest Maturity Rate Maturity Rate 2015 % 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 True interest cost: 1.03. Purchase Contract. The sum of$ ,being the amount proposed by the Purchaser in excess of$3,082,560, shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction Fund hereinafter created, as determined by the City's Finance Manager in consultation with the City's financial advisor. The Finance Manager is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act in the total principal amount of$3,120,000, originally dated March 21, 2013, in the denomination of$5,000 each or any integral multiple thereof,numbered No.R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year of Year of Maturity Amount Maturity Amount 2015 $ 2025 $ 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 1.05. Optional Redemption. The City may elect on February 1,2022,and on any day thereafter to prepay Bonds due on or after February 1,2023. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 419144v1 JAE RC145-632 3 9 Ll [1.06. Mandatory Redemption; Term Bonds. To be completed if Term Bonds are requested by the Purchaser.] Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2014,to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent(the"Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith,to make transfers which it,in its judgment, deems improper or unauthorized. 419144v1 JAE RC145-632 4 (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes and payments so made to registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption,notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner,or any defect therein,will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date,provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints Wells Fargo Bank, National Association, Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Manager must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to 419144v1 JAE RC145-632 5 (49 be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form as attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Manager is directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The Bonds are payable from the General Obligation Improvement Bonds, Series 2013A Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of general taxes hereinafter levied (the "Taxes") and special assessments levied or to be levied (the "Assessments") for the Improvements described in Section 1.01 are hereby pledged to the Debt Service Fund. There is appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any; and (ii) amounts over the minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03. 4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in Section 4.01, together with any other funds appropriated for the Improvements and Assessments and Taxes collected during the construction of the Improvements, will be deposited in a separate construction fund (the "Construction Fund") to be used solely to defray expenses of the Improvements and the payment of principal of and interest on the Bonds prior to the completion and payment of all costs of the Improvements. Any balance remaining in the Construction Fund after completion of the Improvements may be used to pay the cost in whole or in part of any other improvement instituted under the Act under the direction of the City Council. When the Improvements are completed and the cost thereof paid, the Construction Fund is to be closed and subsequent collections of Assessments and Taxes for the Improvements are to be deposited in the Debt Service Fund. 4.03. City Covenants. It is hereby determined that the Improvements will directly and indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: 419144v1 JAE RC145-632 6 (a) The City has caused or will cause the Assessments for the Improvements to be promptly levied so that the first installment will be collectible not later than 2015 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized. The City Council will cause to be taken with due diligence all further actions that are required for the construction of each Improvement financed wholly or partly from the proceeds of the Bonds, and will take all further actions necessary for the final and valid levy of the Assessments and the appropriation of any other funds needed to pay the Bonds and interest thereon when due. (b) In the event of any current or anticipated deficiency in Assessments and Taxes, the City Council will levy additional ad valorem taxes in the amount of the current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing receipts and disbursements in connection with the Improvements, Assessments and Taxes levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and,the balance of unpaid Assessments. (d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. (e) At least 20% of the cost of the assessable Improvements described herein will be specially assessed against benefited properties. 4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. The Taxes will be credited to the Debt Service Fund above provided and will be in the years and amounts as attached hereto as EXHIBIT C. 4.05. General Obligation Pledge. If a payment of principal of or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same,the Finance Manager is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of Assessments and Taxes when collected. 4.06. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It is hereby determined that the estimated collections of Assessments and the foregoing Taxes will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy herein provided is irrepealable until all of the Bonds are paid,provided that at the time the City makes its annual tax levies the Finance Manager may certify to the Taxpayer Services Division Manager of Hennepin County, Minnesota (the "Taxpayer Services Division Manager"), the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such year by the amount so certified. 4.07. Certificate of Taxpayer Services Division Manager as to Registration. The City Manager is authorized and directed to file a certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Section 475.63 of the Act. 419144v1 JAE RC145-632 7 9- c?' Section 5. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control,relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Statement. The Mayor, City Manager, and Finance Manager are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 5.03. Other Certificates. The Mayor, City Manager, and Finance Manager are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor,the City Manager, and the Finance Manager shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Manager shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska,Minnesota on the closing date for further distribution as directed by the City's financial advisor,Ehlers&Associates,Inc. Section 6. Tax Covenant. 6.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds"within the meaning of Sections 103 and 141 through 150 of the Code. 419144v1 JAE RC145-632 8 6.04. Qualified Tax-Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not"private activity bonds"as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3)of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2013 will not exceed $10,000,000; and (d) not more than$10,000,000 of obligations issued by the City during calendar year 2013 have been designated for purposes of Section 265(b)(3)of the Code. 6.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 7. Book-Entry System; Limited Obligation of City. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities of the Bonds as described in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds,and for all other purposes. The Paying Agent will pay all principal of,premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect 419144v1 JAE RC145-632 9 q --1 ° that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations(the"Representation Letter")which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,respectively,to be complied with at all times. 7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of,premium,if any, and interest on the Bond and notices with respect to the Bond will be made and given,respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section,all pledges,covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be 419144v1 JAE RC145-632 10 0 _ � I discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. (The remainder of this page is intentionally left blank.) 419144v1 JAE RC145-632 11 -- The motion for the adoption of the foregoing resolution was duly seconded by Member , and upon vote being taken thereon,the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 419144v1 JAE RC145-632 12 9- 13 EXHIBIT A PROPOSALS 419144v1 JAE RCI45-632 A_1 EXHIBIT B FORM OF BOND No.R- $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD GENERAL OBLIGATION IMPROVEMENT BOND SERIES 2013A Date of Rate Maturity Original Issue CUSIP February 1,20_ March 21,2013 Registered Owner: Cede&Co. The City of Richfield, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of$ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing February 1, 2014, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Wells Fargo Bank, National Association, Minneapolis, Minnesota, as Bond Registrar,Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1,2022, and on any day thereafter to prepay Bonds due on or after February 1,2023. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption,the City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of$3,120,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council on February 26, 2013 (the "Resolution"), for the purpose of providing money to defray the expenses incurred and to be incurred in making local improvements, pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429 and 475, as amended, and the principal hereof and interest hereon are payable in part from special assessments against property specially benefited by local improvements and in part from ad valorem taxes for the City's share of the 419144v1 JAE RC145-632 B-1 cost of the improvements, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in special assessments and taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of$5,000 or any integral multiple thereof of single maturities. The City Council has designated the issue of Bonds of which this Bond forms a part as"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof,whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota,to be done, to exist,to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory, or charter limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: March 21,2013 CITY OF RICHFIELD,MINNESOTA (Facsimile) (Facsimile) Mayor City Manager 419144v1 JAE RC145-632 B-2 q-j CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. WELLS FARGO BANK, NATIONAL ASSOCIATION By Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) TEN ENT--as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular,without alteration or any change whatever. 419144v1 JAE RC145-632 B-3 Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP,all in accordance with the Securities Exchange Act of 1934,as amended. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of Registrar Cede&Co. Federal ID#13-2555119 419144v1 JAE RC145-632 B-4 qi EXHIBIT C TAX LEVY YEAR* TAX LEVY 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 * Year tax levy collected. 419144v1 JAE RC145-632 C_1 STATE OF MINNESOTA ) 9- ( 61 COUNTY OF HENNEPIN ) SS. CITY OF RICHFIELD ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Richfield, Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on February 26,2013, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City's General Obligation Improvement Bonds, Series 2013A,in the original aggregate principal amount of$3,120,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of ,2013. City Clerk City of Richfield,Minnesota (SEAL) 419144v1 JAE RC145-632 AGENDA SECTION: RESOLUTIONS AGENDA ITEM# 10 REPORT# 48 STAFF REPORT RICHFIELD LD CITY COUNCIL MEETING FEBRUARY 26, 2013 REPORT PREPARED BY: CHRIS REGIS, FINANCE MANAGER NAME,TITLE DEPARTMENT DIRECTOR REVIEW: Q1/ ila s — REVIEWED BY CITY MANAGER: FA . 111111 l ITEM FOR COUNCIL CONSIDERATION: Consideration of the attached resolution awarding the sale of$2,770,000 General Obligation Storm Water Revenue Bonds, Series 2013B. I. RECOMMENDED ACTION: By Motion: Approve the attached resolution providing for the sale of General Obligation Storm Water Revenue Bonds, Series 2013B in the original aggregate principal amount of $2,770,000; Fixing their form and specifications; Directing their execution and delivery; and providing for their payment. II. BACKGROUND At the February 12, 2013 City Council meeting, the City Council approved a resolution providing for the sale of$2,770,000 General Obligation Storm Water Revenue Bonds, Series 2013B. In conjunction with the Richfield Parkway North Connection Project, the City has entered into a Memorandum of Understanding (MOU) with the Minnehaha Creek Watershed District ((MCWD) regarding the construction of a regional storm water treatment facility, including treatment for Legion Lake and Taft Lake, the Legion/Taft Lake Improvement Project. The project is expected to begin design work and right- of way acquisition in late winter or early spring 2013. Pursuant to the MOU, the City and MCWD have agreed to work cooperatively to define the exact scope of the project and to complete the project. Accordingly, the City and the MCWD have created a Cooperative Agreement regarding each of their 02232013 GO Stormwater Bonds roles and responsibilities regarding the various details of the project, including the final design, financing, construction, operation and maintenance of the project. The City Council approved the Cooperative Agreement at the October 9, 2012 City Council meeting. As part of the Cooperative Agreement, the City will issue general obligation storm water revenue bonds pursuant to Minn. Stat. Chapter 444 to finance the project. The bonds will be issued for a par amount of$2,770,000, of which $2,700,000 will be for the design and construction of the project. As part of the issue of the storm water bonds, the City will require the MCWD to agree to pay storm water utility charges sufficient to pay principal and interest on the bonds and all costs incurred with the issuance of the bonds. Portions of the project will be constructed on the property of the Metropolitan Airports Commission (MAC). The City and the MAC have an existing Park and Recreation Facilities Lease Agreement covering the property that portions of the project will be constructed on. If the MAC should cancel this agreement, and the project ceases its ability to perform due to the loss of the land rights from the MAC, obligation of the MCWD to make storm water utility payments to the City, will cease and the City will take over any remaining bond payments for the remaining life of the bond. Bids on the 2013B General Obligation Storm Water Bonds are due in the offices of Ehlers &Associates, Inc. on Tuesday February 26, 2013. A representative from Ehlers &Associates, Inc. will be at the City Council meeting to recommend the successful bidder and review attached documents, and provide information that is absent from the resolution and available only after the bidding on the capital notes has closed. Following Ehlers & Associates, Inc. recommendation it would be appropriate for the City Council to award the bond sale to the qualified buyer and undertake other related actions as necessary as delineated in the approving resolution. The anticipated closing on the 2013A Bonds is scheduled for March 21, 2013. III. BASIS OF RECOMMENDATION A. POLICY • The City of Richfield and the MCWD have entered into a Cooperative Agreement relating to the financing and construction of a regional storm water treatment facility. B. CRITICAL TIMING ISSUES • The project is scheduled to begin construction in April of 2013. C. FINANCIAL • The total cost of the Legion Lake/Taft Lake Improvement project is estimated to be $4,150,000. • Funding for the project is as follows: City Water Utility $ 150,000 Municipal State Aid $1,300,000 G.O. Storm Water Bonds $2,700,000 Total Funding $4,150,000 • If the lowest responsible bid for the project construction exceeds $2,700,000, the City will be responsible for the project cost above $2,700,000. • The City will be responsible for any increases in the construction contract price after the construction contract has been awarded. • The par amount of the bonds to be issued is $2,770,000. • The MCWD will pay to the City storm water utility charges that will be sufficient to fund the principal and interest on the bonds. • The City has also applied for participation with the Minnesota Public Facilities Authority Credit Enhancement Program. The purpose of the program is to reduce borrowing costs on the issuance of general obligation bonds by providing a limited state guarantee on the bond payments, which then allows for the possibility of issuers to receive higher bond ratings. D. LEGAL • Legal Counsel has reviewed the Pre-Sale report and the attached resolution. E. ENVIRONMENTAL CONSIDERATIONS • N/A IV. ALTERNATIVE RECOMMENDATION(S) • In the case where the lowest responsible bid for the project construction exceeds $2,700,000, and the City is responsible for the remainder of the contract price, the City may terminate the project if it determines not to assume the responsibility for the additional cost. V. ATTACHMENTS • A Resolution Awarding the Sale of$2,770,000 G.O. Storm Water Revenue Bonds, Series 2013B VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Rebecca Kurtz, Ehlers &Associates, Inc. Extract of Minutes of Meeting of the City Council of the City of Richfield,Hennepin County,Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Richfield, Minnesota, was duly held in the City Hall in said City on Tuesday, February 26, 2013, commencing at 7:00 P.M. The following members were present: and the following were absent: The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City's General Obligation Stormwater Revenue Bonds, Series 2013B,to be issued in the aggregate principal amount of$2,770,000. The City Manager presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached. After due consideration of the proposals, Member then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 419150v1 JAE RC145-634 RESOLUTION NO. A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION STORMWATER REVENUE BONDS, SERIES 2013B, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $2,770,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Richfield, Minnesota (the "City"), as follows: Section 1. Sale of Bonds. 1.01 Authority. It is hereby determined that: (a) The City engineer has recommended the construction of stormwater improvements in the City (the "Improvements") pursuant to Minnesota Statutes, Chapter 475, as amended, and Minnesota Statutes, Section 444.075 (collectively,the "Act"),payable from the net revenues of the stormwater system of the City. (b) It is necessary and expedient to the sound financial management of the affairs of the City to issue its General Obligation Stormwater Revenue Bonds, Series 2013B (the "Bonds"), in the aggregate principal amount of$2,770,000,to provide financing for the Improvements. (c) The City is authorized by Section 475.60, subdivision 2(9), of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and the City's financial advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of (the "Purchaser") to purchase the Bonds of the City is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of$ (par amount of$2,770,000, [plus original issue premium of$ ,] [less original issue discount of$ ,] less underwriter's discount of$ ), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: (The remainder of this page is intentionally left blank.) 419150v1 JAE RC145-634 2 10 -3 Year of Interest Year of Interest Maturity Rate Maturity Rate 2014 % 2024 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 True interest cost: 1.03. Purchase Contract. The sum of$ , being the amount proposed by the Purchaser in excess of$2,736,760, shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction Fund hereinafter created, as determined by the City's Finance Manager in consultation with the City's financial advisor. The Finance Manager is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act in the total principal amount of$2,770,000, originally dated March 21, 2013, in the denomination of$5,000 each or any integral multiple thereof,numbered No.R-1, upward, bearing interest as above set forth,and maturing serially on February 1 in the years and amounts as follows: Year of Year of Maturity Amount Maturity Amount 2014 $ 2024 $ 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 1.05. Optional Redemption. The City may elect on February 1,2021,and on any day thereafter to prepay Bonds due on or after February 1,2022. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 419150v1 JAE RC145-634 3 1D- 1I [1.06. Mandatory Redemption; Term Bonds. To be completed if Term Bonds are requested by the Purchaser.] Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2014,to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent(the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith,to make transfers which it,in its judgment, deems improper or unauthorized. 419150v1 JAE RC145-634 4 io -r (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes and payments so made to registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption,notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner,or any defect therein,will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date,provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints Wells Fargo Bank, National Association, Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Manager must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to 419150v1 JAE RC145-634 5 !- be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form as attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Manager is directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The City will continue to operate and maintain its Stormwater Fund to which will be credited all gross revenues of the stormwater system and out of which will be paid all normal and reasonable expenses of current operations of the stormwater system. Any balance therein is deemed net revenues and will be transferred, from time to time,to the General Obligation Stormwater Revenue Bonds, Series 2013B Debt Service Fund(the "Debt Service Fund")hereby created,which fund will be used only to pay principal of and interest on the Bonds and any other bonds similarly authorized. Pursuant to Section 444.075, subdivision 3, of the Act, the net revenues of the stormwater system pledged to the payment of principal of and interest on the Bonds shall include payments made by the Minnehaha Creek Watershed District (the "District") pursuant to a Cooperative Agreement between the District and the City. There will always be retained in the Debt Service Fund a sufficient amount to pay the principal of and interest on all the Bonds, and the Finance Manager must report any current or anticipated deficiency in the Debt Service Fund to the City Council. There is appropriated to the Debt Service Fund (i)capitalized interest financed from Bond proceeds, if any; and(ii) amounts over the minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03. 4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in Section 4.01, together with any other funds appropriated for the Improvements, will be deposited in a separate construction fund (the "Construction Fund") to be used solely to defray expenses of the Improvements. When the Improvements are completed and the cost thereof paid, the Construction Fund is to be closed and any balance therein is to be deposited in the Debt Service Fund. 419150v1 JAE RC145-634 6 I 4.03. City Covenants. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following covenants and agreements: (a) The City will continue to maintain and efficiently operate the stormwater system as a public utility and convenience free from competition of other like municipal utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to the stormwater system funds as hereinabove provided, and will make no expenditures from those accounts except for a duly authorized purpose and in accordance with this resolution. (b) The City will also maintain the Debt Service Fund as a separate account and will cause money to be credited thereto from time to time, out of net revenues from the stormwater system in sums sufficient to pay principal of and interest on the Bonds when due. (c) The City will keep and maintain proper and adequate books of records and accounts separate from all other records of the City in which will be complete and correct entries as to all transactions relating to the stormwater system and which will be open to inspection and copying by any bondholder, or the bondholder's agent or attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor, and said account will be audited at least annually by a qualified public accountant and statements of such audit and report will be furnished to all bondholders upon request. (d) The City Council will cause persons handling revenues of the stormwater system to be bonded in reasonable amounts for the protection of the City and the bondholders and will cause the funds collected on account of the operations of the stormwater system to be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law. (e) The Council will keep the stormwater system insured at all times against loss by fire, tornado and other risks customarily insured against with an insurer or insurers in good standing, in such amounts as are customary for like plants, to protect the holders, from time to time, of the Bonds and the City from any loss due to any such casualty and will apply the proceeds of such insurance to make good any such loss. (f) The City and each and all of its officers will punctually perform all duties with reference to the stormwater system as required by law. (g) The City will impose and collect charges of the nature authorized by Section 444.075 of the Act at the times and in the amounts required to produce net revenues adequate to pay all principal and interest when due on the Bonds and to create and maintain such reserves securing said payments as may be provided in this resolution. (h) The City Council will levy general ad valorem taxes on all taxable property in the City when required to meet any deficiency in net revenues. 4.04. Debt Service Coverage. It is hereby determined that the estimated collection of net revenues from the stormwater system of the City for the payment of principal and interest on the Bonds will produce at least five percent in excess of the amount needed to meet, when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 4.05. General Obligation Pledge. If a payment of principal of or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Manager is 419150v1 JAE RC145-634 7 directed to pay such principal or interest from the general fund of the City, and the general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. 4.06. State Credit Enhancement. (a) Pursuant to a resolution adopted by the City Council on February 12, 2013, the City Council authorized and directed City staff to enter the City into a Credit Enhancement Program Agreement(the"Credit Agreement")with the Minnesota Public Facilities Authority(the "Authority"). Pursuant to Minnesota Statutes, Section 446A.086, as amended (the "Credit Enhancement Act"), the State of Minnesota, acting through the Authority, may provide a guarantee of any deficiency of debt service payments on the Bonds. Pursuant to the Credit Enhancement Act,the City makes the following representations and covenants: (i) the City will notify the Authority of any default or potential default in the payment of principal or interest due on the Bonds; (ii) the City will deposit with the Registrar all payments of principal and interest due on the Bonds at least three business days prior to the payment due date; (iii) the agreement the City enters into with the Registrar will include all provisions required by the Credit Enhancement Act; and (iv) the City will comply with all provisions of the Credit Agreement and with the Credit Enhancement Act. (b) Pursuant to Section 3 of the Credit Enhancement Act,the City acknowledges and agrees that the Registrar is required to inform the Minnesota Commissioner of Management and Budget and the Authority if the Registrar becomes aware of a default or potential default in the payment of principal or interest on the Bonds or if,on the day two business days before the date a payment is due on the Bonds, there are insufficient funds to make the payment on deposit with the Registrar. 4.07. Certificate of Taxpayer Services Division Manager as to Registration. The City Manager is authorized and directed to file a certified copy of this resolution with the Taxpayer Services Division Manager of Hennepin County, Minnesota, and to obtain the certificate required by Section 475.63 of the Act. Section 5. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control,relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Statement. The Mayor, City Manager, and Finance Manager are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge 419150v1 JAE RC145-634 8 and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 5.03. Other Certificates. The Mayor, City Manager, and Finance Manager are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers,at the closing the Mayor,the City Manager, and the Finance Manager shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Manager shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska, Minnesota on the closing date for further distribution as directed by the City's financial advisor,Ehlers&Associates,Inc. Section 6. Tax Covenant. 6.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds"within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. Qualified Tax-Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not"private activity bonds"as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3)of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2013 will not exceed $10,000,000; and 419150v1 JAE RC145-634 9 __ ID (d) not more than $10,000,000 of obligations issued by the City during calendar year 2013 have been designated for purposes of Section 265(b)(3)of the Code. 6.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 7. Book-Entry System; Limited Obligation of City. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities of the Bonds as described in Section 1.04 hereof. Upon initial issuance,the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers,banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations(the "Representation Letter")which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,respectively,to be complied with at all times. 7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the 419150v1 JAE RC145-634 10 Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as a Bond is registered in the name of Cede &Co., as nominee of DTC, payments with respect to principal of,premium,if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds,as originally executed and as it may be amended from time to time in accordance with the terms thereof. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. • Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section,all pledges,covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. (The remainder of this page is intentionally left blank.) 419150v1 JAE RC145-634 11 The motion for the adoption of the foregoing resolution was duly seconded by Member ,and upon vote being taken thereon,the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 419150v1 JAE RC145-634 12 EXHIBIT A PROPOSALS 419150v1 JAE RC145-634 A_1 EXHIBIT B FORM OF BOND No. R- $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD GENERAL OBLIGATION STORMWATER REVENUE BOND SERIES 2013B Date of Rate Maturity Original Issue CUSIP February 1,20_ March 21,2013 Registered Owner: Cede&Co. The City of Richfield, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of$ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing February 1,2014, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Wells Fargo Bank, National Association, Minneapolis, Minnesota, as Bond Registrar,Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1,2021, and on any day thereafter to prepay Bonds due on or after February 1,2022. Redemption may be in whole or in part and if in part,at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption,the City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of$2,770,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council on February 26, 2013 (the "Resolution"), for the purpose of providing money to aid in financing various improvements to the stormwater system of the City,pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended, and Minnesota Statutes, Section 444.075, and the principal hereof and interest hereon are payable from net revenues of the stormwater system of the City, as set forth in the Resolution to which reference is made for a full 419150v1 JAE RC145-634 B-1 statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in net revenues pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of$5,000 or any integral multiple thereof of single maturities. The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")relating to disallowance of interest expense for financial institutions and within the$10 million limit allowed by the Code for the calendar year of issue. IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has covenanted and agreed that it will continue to own and operate the stormwater system free from competition by other like municipal utilities; that adequate insurance on said system and suitable fidelity bonds on employees will be carried; that proper and adequate books of account will be kept showing all receipts and disbursements relating to the Stormwater Fund, into which it will pay all of the gross revenues from the stormwater system; that it will also create and maintain a General Obligation Stormwater Revenue Bonds, Series 2013B Debt Service Fund, into which it will pay, out of the net revenues from the stormwater system a sum sufficient to pay principal hereof and interest thereon when due; and that it will provide, by ad valorem tax levies, for any deficiency in required net revenues of the stormwater system. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof,whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota,to be done,to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory, or charter limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. 419150v1 JAE RC145-634 B-2 1b -( 11° IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: March 21,2013 CITY OF RICHFIELD,MINNESOTA (Facsimile) (Facsimile) Mayor City Manager CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. WELLS FARGO BANK, NATIONAL ASSOCIATION By Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) TEN ENT--as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. 419150v1 JAE RC145-634 B-3 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular,without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee 419150v1 JAE RC145-634 B-4 —IC6 PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of Registrar Cede&Co. Federal ID#13-2555119 419150v1 JAE RC145-634 B-5 16 `19 STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS. CITY OF RICHFIELD ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Richfield, Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on February 26,2013, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City's General Obligation Stormwater Revenue Bonds, Series 2013B,in the original aggregate principal amount of$2,770,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of ,2013. City Clerk City of Richfield,Minnesota (SEAL) 419150v1 JAE RC145-634