11-17-03 agendaCITY OF RICHFIELD, MINNESOTA
MONDAY, NOVEMBER 17, 2003
SPECIAL CONCURRENT CITY COUNCIL AND
HOUSING AND REDEVELOPMENT AUTHORITY WORKSESSION
RICHFIELD CITY HALL
6700 PORTLAND AVENUE
COUNCIL CHAMBERS
6:00 P.M.
Call to order
1. Discussion of Cedar Point Redevelopment Area tax abatement
Adjournment
REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING
RICHFIELD CITY HALL
6700 PORTLAND AVENUE
COUNCIL CHAMBERS
7:00 P.M.
AGENDA
Call to order
1. Oath of Office to HRA Commissioner Martin J. Kirsch
2. Consideration of appointment of HRA Secretary
3. Approval of minutes of Regular HRA Meeting on September 15, 2003
4. HRA approval of agenda
5. Consideration of acceptance of National Association of Housing.. and
Redevelopment Officials (NAHRO) National Award of Excellence for Woodlake
Centre: A New Town Begins
Staff Report No. 57
Notes:
6. Consent Calendar contains several separate items which are acted upon by the HRA
in one motion. Once the Consent Calendar has been approved, the individual items
and recommended actions have also been approved. No further HRA action is
necessary. However, any HRA Commissioner may request that an item be removed
- from the Consent Calendar and placed on the regular agenda for HRA discussion and
action. All items listed on the Consent Calendar are recommended for approval.
A. Consideration of approval of resolution adopting Public Purpose Expenditure Policy
S.R. No. 58
B. Consideration of approval of resolution authorizing revised tax increment pledge
agreement for Lyndale Gateway West Area S.R. No. 59
C. Consideration of approval of HRA recommendation to Richfield City Council to
support concept of tax abatement in Cedar Point Redevelopment Area S.R. No.
60
7. Review and discussion of Blending Public Spaces and Private Development report
Staff Report No. 61
Notes:
8. Executive Director report
9. Claims and payroll
Auxiliary aids for individuals with disabilities are available upon request. Requests must
be made at least 96 hours in advance to the Administrative Services Director at 612-861-
9702.
AGENDA ITEM #
REPORT # (j j
~~ STAFF REPORT
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
NOVEMBER 17, 2003
REPORT PREPARED BY: BRUCE SYLVESTER,
ZONING ADMINISTRATOR
REPORT PRESENTER: JOHN STARK, ASSISTANT COMMUNITY
DEVELOPMENT DIRECTOR
NAME, TITLE
DEPARTMENT DIRECTOR REVIEW:
~v
SIGNATURE
REVIEWED BY EXECUTIVE DIRECTOR: ~+~
ITEM FOR HRA CONSIDERATION:
Review and discuss the attached "Blending Public Spaces and Private Development" report
and provide feedback to staff.
I. RECOMMENDED ACTION:
Review and discuss the attached "Blending Public Spaces and
Private Development" report and provide feedback to staff.
III. BACKGROUND
The Richfield Design Standards Work Group was appointed by the Richfield City
Council to "Establish community design standards that include, but are not limited
to: Lighting, Signage, Landscaping, and Open Space Requirements." The
Council appointed eight members to this Work Group, including representatives
from the City Council, the Housing and Redevelopment Authority (HRA), the
Chamber of Commerce, the Planning Commission, and Richfield Beautiful. Joan
Helmberger represented the HRA on the Work Group. Members of the Work Group
met several times during summer of 2003 to discuss design standards, conduct
photographic surveys, tour surrounding communities for ideas, and draft ,
recommendations. Consultant Michael Schroeder of HNTB provided assistance to
the work group, and Zoning Administrator Bruce Sylvester provided staff support.
The draft recommendations of the work group are presented here for comments
and feedback from the HRA before the final report is presented to the City Council.
H/Cdadmin/HRALTR/2003/1 1 1 703-DesignGuidelines.doc
III. BASIS OF RECOMMENDATION
A. POLICY
• The HRA works in cooperation with the City Council to guide the
redevelopment of the community.
• The City Council has requested the creation of adesign-guideline
document.
B. CRITICAL ISSUES
• .Staff from the Community Development Department worked with the
Work Group and with Michael Schroeder, consultant, to create a
document that describes the qualitative aspects of urban design to guide
future improvements rather than creating a quantitative or prescriptive
document.
C. FINANCIAL
• N/A
D. LEGAL
• N/A
IV. ALTERNATIVE RECOMMENDATION(S~
• N/A
V. ATTACHMENTS
• Draft copy of the design-guideline report entitled"Blending Public Spaces
and Private Development".
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• N/A
Introduction
Cities compete with surrounding communities for residents, businesses, visitors, and consumers. In
addition to competitive factors such as housing and retail choices, employment opportunities, and
location, the appearance of a community is one its most important characteristics. The `first
impression' a city makes upon people can be tremendously powerful in their decisions about where
to buy a home, locate a business, shop, or find amusement. Understanding the importance of
Richfield's appearance, the Richfield City Council appointed a work group in 2003 to develop a plan
for maintaining and improving the appearance of the community.
Background.
The Richfield Design Standards Work Group was appointed by the Richfield Ciry Council to
"Establish community design standards that include, but are not limited to: Lighting, Signage,
Landscaping, and Open Space Requirements." The Council appointed 8 members to this Work
Group, including representatives from the Ciry Council, the Housing and Redevelopment Authority,
the Chamber of Commerce, the Planning Commission, and Richfield Beautiful. Members of the
Work Group met several times during summer of 2003 to discuss design standards, conduct
photographic surveys, tour surrounding communities for ideas, and draft recommendations.
Consultant Michael Schroeder of HNTB provided assistance to the work group, and Zoning
Administrator Bruce Sylvester provided staff support. The recommendations of the work group are
presented here for the consideration of the City Council.
These recommendations were presented to and approved by the Richfield City Council on -
_ 2003.
Design Standards Work Group Members
Susan Rosenberg, City Council
Suzanne Sandahl, City Council
Joan Helmberger, HRA
Gordon Hanson, Planning Commission
Mary Olafson, Richfield Beautiful
Kathleen Conlan, Richfield Chamber of Commerce
Michael Schroeder-HNTB, consultant
Bruce SylvesterCommunity Development staff
Blending Public Spaces and Private L)evelopment Page 1
Introduction
rn undertaking as ambitious as enhancing the character of the Richfield community cannot be
achieved through prescriptive regulations. It seems more appropriate to describe the qualities of the
kind of place that we aspire to be, basing recommendations on principles that guide our efforts
rather than standards that will be seen as the baseline for acceptability -standards that would,
perhaps, be rarely exceeded. In this way, we can direct our attention to the quality of the experience
that we desire for our community instead of attempting to define a "formula" that we can only hope
will accomplish our goals.
Ultimately, we want people to envision a more beautiful and coherent community at the same time
as the functional components of the city are considered. We want people to experience a
community that demonstrates thoughtfulness in the definition of welcoming "gateways," the
creation of unified connections between distinctive nodes, and the development of sites that reveal
beauty that endures as the buildings and sites mature.
Blending Public Spaces and Private llevclopment Page 2
It is not through standards that we hope to achieve this vision, but neither can it be accomplished
solely through guidelines. It is more important, perhaps, to come to a common understanding of
community desires focused around a series of guiding principles:
^ Encourage a greater sense of beauty in the human and natural spaces of the community,
especially beauty that improves with age;
^ Create spaces that encourage gathering in places that are visible to the community
^ Stress quality in the materials and workmanship used to create spaces and buildings in the
community so that the projects that result are both endearing and enduring;
^ Emphasize the qualities of gardens in the creation of public spaces and private spaces that
are accessible to the public;
^ Build from a pedestrian experience perspective, especially in the ways that spaces for
pedestrians are incorporated into the development of sites;
^ Use site elements to create space, not merely as decoration, and especially elements that
relate to the community and its human context;
^ Build with an orientation to families, cultures and the range of generations that call Richfield
home;
^ Encourage the development of sites in ways that balance pedestrians and cars, allowing
people a choice in modes of movement;
^ Create distinctive entrances and `portals' into the city that communicate to people that they
are entering a special, unique place in the metropolitan region;
^ Insist on attractive and high-quality signage that achieves the dual goals of promoting
businesses and enhancing the appearance of the community;
^ Encourage the development of corridors, nodes, and sites that encourage lingering and
human interactions and not just the movement of vehicular traffic;
^ Avoid statements of fashion and, instead, focus on elements that withstand trends or fads to
become integral and valued parts of the community;
^ Recognize that on-going maintenance practices and costs are as important as the original
design and must be accounted for to insure long-term attractiveness of improvements and
that the design initially envisioned by the community has a chance of becoming reality;
^ Apply appropriate arboricultural and horticultural practices so that the investments made in
trees and plants are given the opportunity to grow and mature.
It is our intention, through this report, to begin to describe the kind of efforts that might be
undertaken by the city and by private developers. We intend to define expectations so that we, as a
community, might achieve a larger vision - a Richfield that is a place of community and enduring
beauty -and engage the public and private sectors as partners in moving toward this vision.
We can clearly identify four areas where the principles for "blending" might best be articulated:
^ Gateways
^ Corridors
^ Nodes
^ Sites
Blending Public Spaces and Private llcvclopmcnt Page 3
Gateways
The experience of this community might begin at those points where one enters. There are, in fact, few
major entry points to the city. In contrast to many suburban communities, Richfield is often entered at
freeway interchanges or openings in noise walls. These points become gateways that foretell of the kind
of communit~~ Richfield is. Gateways might include:
^ Penn Avenue at I-494 • Nicollet at Cross-town and at I-494
^ Penn Avenue at Crosstown • Portland at Crown-town and at I-494
^ Lyndale Avenue at 77th Street • 66th Street at I-35W
^ Lyndale ryvenue at Crosstown~I-35W • 66th Street at Cedar
^ 76th Street at I-35W
In order to achieve the principles outlined above, gateways will be characterized by:
^ Highlighting points of entry into the community in ways that welcome people to Richfield, using
landscape treatments, signature development projects and signage to announce the community.
GGth tit Bridge
Blending Public Spaces and Private Development Page 4
Proposed Nicollet Ave Bridge Dcsi~,m
Iiscclsior & Grand, St. Louis Park
Kensington Park, 77th & Lyndale
Main Street V~illagc
Corridors
The experience continues along major roadways. From the gateways that highlight points of entry to
Richfield, these routes transect the community and form connections to and between nodes. They pass
through neighborhoods and past schools, churches and parks -the places where Richfield comes
together as a community. As a result, corridors deserve to be shaped as streets that invite people to
walk, ride or drive through the community in ways that bring attention to the people and special features
of Richfield. Corridors include:
^ Penn Avenue
^ Lvndale Avenue
^ 66~h Street
^ Portland Avenue
^ Nicollet Avenue
^ 76~'/77~' Street
In order to achieve the principles outlined above, corridors in Richfield will be characterized by:
^ Creating unified connections from gateways and between nodes through the use of a common
palette of materials that conveys a sense of community identity, so that each street can be unique
because of its particular route, but each still yields a sense of Richfield character;
^ Celebrating the unique conditions found along these corridors by allowing unique features to
become a part of the street (not just a background for a continuous public realm);
^ Blending public and private improvements along the length of corridors and at nodes to create
seamless transitions between public and private realms;
^ Marketing the community to foster a sense of pride, community, and identity;
^ Balancing the needs for auto traffic and pedestrians through high-quality design and landscaping.
Blending Public Spaces and Private Development Page 5
1?scclsior & Grand, St. Louis Park
Nicollet Ave at 26th St, Minneapolis
7600 Block of Lyndalc Ave
1.akc Street, i~linncapolis
Franklin Ace, Minneapolis
Nodes
Those areas where activities are mixed and people tend to converge for work, living, recreation or civic
purposes can be most demonstrative of a sense of community. Most often located in the commercial
centers or downtowns of a community, these areas are where, according to urban sociologist Lewis
Mumford, the greatest number of activities occur in the smallest geographic area. People are drawn to
these places not only for the goods or services that might be found, but also increasingly for the sense of
social activity and for their distinctive qualities. In short, people seek attractive, special places. The
binding ingredient in each node is the public realm, defined by streets and parks, and even by the publicly
accessible but privately developed spaces that might be created. Nodes in Richfield include:
Lakes at Lyndale Penn and 66~
The Hub Lyndale Gateway
In order to achieve the principles outlined above, nodes in Richfield will be characterized by:
^ Reinforcing the sense of a connected and unified public realm through high quality design;
^ Encouraging site development that bridges the public and private realms;
^ Highlighting pedestrian-oriented and scaled experiences;
^ Regulating signs to balance aesthetic appeal with the needs of businesses;
^ Fostering natural gathering places with year round appeal and natural amenities;
^ Creating improvements that will be maintained for the long term to enhance the appearance of
the community.
Hlendin~; Public Spaces and Private Development Page 6
City Bella Plaza, GC,th &Lyndale
Pscclsior & Grand, St. Lows Park
Woodlakc Ccntrc
Centennial Lakes, Edina
P.~cclsiot & Grand, St. Louis Park
Sites
Individual sites are the building blocks of the experience sought by these guidelines. Every piece must
contribute to a positive experience; in fact, the single site that does not offer an enhancement of the
experience denigrates others surrounding it. Sites, the individual parcels that, in aggregate, comprise the
nodes of the Richfield community, should be seen not just as settings for buildings, but a stage for the
activity of people. rind it is here, perhaps, that the strongest sense of pedestrian orientation and
individual expression might be found. It is not envisioned that all sites be developed uniformly, but that
each be allowed to lend its own sense of beauty to the experience. Sites, large and small, are the
foundation of the Richfield experience.
^ Woodlake Centre City Bella
^ Kensington Place Mainstreet Village
In order to achieve the principles outlined above, sites in Richfield will be characterized by:
^ Striving For unity between sites (but not uniformity) by fostering a sense that adjacent sites
should bear some relation to one another in the patterns and materials used in site development;
^ Developing spaces on sites that encourage human activity;
^ Encouraging site development that reinforces connections to public spaces;
^ Building rehabilitation and tree preservation where appropriate.
Blending Public Spaces and private llcvclopmcnt Pagc 7
Woodlake Centre
I~:~cclsior & Grand, tit. Louis Park
Centennial l,akcs, 1?dina
Woodlake Centre
Centennial Lakes, 1?dina
woodlake Centre ,atrium
Franklin Ace, bfinneapolis
AGENDA ITEM # 6C
REPORT # ~~
J STAFF REPORT
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
NOVEMBER 17, 2003
REPORT PREPARED BY: JOHN STARK, ASST. DIRECTOR OF
COMMUNITY DEVELOPMENT
REPORT PRESENTER: JOHN STARK, ASST. DIRECTOR OF
COMMUNITY DEVELOPMENT
NAME TITLE
DEPARTMENT DIRECTOR REVIEW:
SIGNATURE
REVIEWED BY EXECUTIVE DIRECTOR:
ITEM FOR HRA CONSIDERATION:
Consideration of a motion recommending to the Richfield City Council that it support the
concept of tax abatement in the Cedar Point Redevelopment Area.
I. RECOMMENDED ACTION:
By Motion: Adopt a motion recommending to the Richfield City
Council that it support the concept of tax abatement in the Cedar
Point Redevelopment Area.
III. BACKGROUND ~
At the November 17, 2003 concurrent work session of the Richfield City Council and
Housing and. Redevelopment Authority (HRA), staff presented a concept for funding
redevelopment costs in the airport area through tax abatement.
Staff's conclusion that additional public assistance in the area is needed in order for
redevelopment to occur and that tax abatement may be the most feasible means of
providing that assistance is based on a number of factors. The following is a summary of
some of the important points that have led staff to that conclusion:
111703 Abate
• The new north-south runway has been constructed approximately 1,200 feet from the
single family neighborhood in the area north of 66th Street between Cedar Avenue and
17th Avenue.
• This area has been termed the "Cedar Point Redevelopment Area."
• This area is part of the Low Frequency Noise Impact Area in Richfield; this designation
is based on the results of a City of Richfield/Metropolitan Airports Commission (MAC)
noise study that concluded that the existing structures will be unable to endure the
negative impacts of the low frequency noise, anticipated to exceed 87 decibels, once
the new north-south runway becomes operational.
• Noise studies indicate that masonry constructed commercial structures with a
continuous building mass and a height exceeding that of adjacent structures is required
to help block low frequency noise penetration into the neighborhood.
• There were 63 single family homes, seven apartment buildings (88 units) and 30
commercial properties in the proposed development area. During the past three years,
the City of Richfield has acquired 30 of the single-family homes, four of the apartment
buildings (60 units) and 27 of the commercial properties. These properties were
acquired in cooperation with the State of Minnesota and the Metropolitan Airports
Commission (MAC).
• It is estimated that the cost to purchase the remainder of affected properties in the
proposed development area will be approximately $10.8 million.
• Despite numerous legislative intiiatives, the City of Richfield has been unable to secure
additional funding for the remainder of the affected properties in the proposed
development area.
• The City of Richfield has been in discussions with developers regarding the
redevelopment of the site with a noise compatible use.
• The Ryan Companies has proposed the construction of a 300,000+ sq. ft. retail center,
constructed of masonry materials, with a continuous building footprint of 1,400 linear
feet and a height exceeding all surrounding properties.
• The $10.8 million cost of acquiring the remaining developed property plus the $3 million
appraised value of the already vacant land, however, is cost prohibitive for the
development being proposed.
• In order for the proposed development to be financially viable, Ryan has indicated that
public financing will be necessary to provide public assistance to reduce the site
assembly costs to a financially feasible level.
• Evidence shows that this area will not meet the definition of "substandard" as currently
identified in redevelopment statutes, a TIF District is not a viable source of public
financing.
• Tax Abatement has been investigated to determine its viability as a means of providing.
the necessary land assembly cost assistance.
• Prior to runway construction, the area's annual property tax contribution was $68,380 to
the City of Richfield and $86,258 to Hennepin County.
• With the completion of recent property purchases by the City of Richfield, and the
exemption of these properties from property tax payments, the area's annual property
tax contribution will be $26.,713 to the City of Richfield and $33,698 to Hennepin
County; this. represents a decline of $41,670 to the City and $52,560 to Hennepin
County.
• As money becomes available, it is the City of Richfield's stated policy to complete
property acquisitions in this area. Once completed the annual property tax contribution
will be $0.
• Once completed, the development proposed by Ryan would result in annual property
tax contribution of approximately $176,662 to the City of Richfield and $222,851 to
Hennepin County.
• Without public assistance of approximately $3 million to assist in reducing the land
costs, it would be financially infeasible to construct the proposed development.
• The City of Richfield could authorize an abatement of its portion of the property taxes to
a $0 base for the maximum allowable period of 15 years. This would result in a tax
abatement valued at $1,246,159.
• Upon the expiration of such a tax abatement, it would take the City of Richfield only two
and a half years to recuperate the property taxes that could have been realized during
the abatement period at the property's present state.
• An abatement by the City of Richfield alone, however, would still result in a funding gap
to provide the necessary land acquisition assistance.
• It has been determined that this funding gap could be eliminated by a tax abatement by
Hennepin County.
• The remaining funding needed could be provided through the abatement of Hennepin
County's abatement of its portion of tax revenues in the area. The duration of such an
abatement would either be 15 years with the current tax base of $33,698 or the same
results could be achieved with a 12 year abatement at a $0 base. Either case would
result in a Hennepin County tax abatement valued at approximately $1.8 million
• Upon the expiration of such a tax abatement, it would take the Hennepin County only
two and a half years to recuperate the property taxes that could have been realized
during the abatement period at the property's present state of improvement.
III. BASIS OF RECOMMENDATION
A. POLICY
• The City of Richfield has committed itself to the removal of homes and
businesses in the low frequency noise area that will be unable to
withstand the negative affects of low frequency noise.
• The City of Richfield has committed itself to replacing the acquired
homes and businesses with uses that will serve as a noise buffer to
homes and businesses to the area's immediate west.
• Staff has determined that it is unlikely, if not impossible, for private
redevelopment in this area without additional public assistance.
• Evidence suggests that the area will not qualify for tax increment
financing under current state statues.
• Tax abatement is an alternative source of public assistance that could
facilitate redevelopment in the low frequency noise area and, in
particular, in the Cedar Point redevelopment area.
• The Richfield Housing and Redevelopment Authority often acts in an
advisory capacity to the Richfield City Council in issues of
redevelopment.
B. CRITICAL ISSUES
• Without additional public assistance, it is unlikely, if not impossible, for
private redevelopment to occur in this area.
• Without private redevelopment, this area will remain as tax exempt, it
will require perpetual funding for property management and it will not
buffer adjacent neighborhoods from the negative effects of low
frequency noise.
C. FINANCIAL
• City and HRA staff have been working closely with financial analysts
at Ehlers and Associates, Inc. in order to conclude that private
redevelopment will not occur without additional public financing and
that tax abatement is the most feasible source of additional public
financing.
D. LEGAL
• City and HRA staff have been working closely with legal counsel in
exploring the need for, and legal ramifications of, tax abatement.
IV. ALTERNATIVE RECOMMENDATION(S~
• Seek additional information on the concept before providing any advisory
recommendation to the City Council on this issue.
• Do not provide the City Council with an advisory recommendation on this
issue.
V. ATTACHMENTS
• None.
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• HRA legal counsel
• A representative of Ehlers & Associates, Inc.
AGENDA ITEM # fiB
REPORT # 59
STAFF REPORT
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
NOVEMBER 17, 2003
REPORT PREPARED BY: JOHN STARK, ASSISTANT DIRECTOR OF
COMMUNITY DEVELOPMENT
NAME, T[TLE
REPORT PRESENTER: JOHN STARK, ASSISTANT DIRECTOR OF
COMMUNITY DEVELOPMENT
NAME, TITLE
,~
DEPARTMENT DIRECTOR REVIEW: '
SIGNATURE
REVIEWED BY EXECUTIVE DIRECTOR:
ITEM FOR HRA CONSIDERATION:
Consideration of the attached resolution approving a Revised Tax Increment Pledge
Agreement for the Lyndale Gateway West Area.
I. RECOMMENDED ACTION:
By Motion: Adopt the. attached resolution approving a Revised Tax
Increment Pledge Agreement for the Lyndale Gateway West Area.
III. BACKGROUND I
The City of Richfield has sold, or authorized the sale of General Obligation Tax
Increment (GO-TI) Bonds in order to provide advance funding for the Kensington
Park project in the Lyndale Gateway West redevelopment area. The bonds were,
or are to be, sold in two separate bond issuances. The first bond sale, in an amount
of $4,840,000, was issued on September 9,.2003. Originally, this was intended to
be sold in an amount of $3 million, but the timing of the project necessitated
additional funds at an earlier point. The second bond sale, which is scheduled to be
issued in December 2003, is for an amount of $3,530,000; $1,840,000 of which will
immediately be used to pay down the first bond to its originally intended issuance of
$3 million. The total issuance costs therefore, is $8,370,000. These costs include
approximately $350,000 in issuance fees and capitalized interest.
111703 TIF Pledge
The intended repayment source for the remaining $3 million of the GO-TI Bonds issued
in September would come directly from the developer as they complete the sale of
housing units within three years.
The repayment of the second bond issuance would come from the tax increment to be
generated by the project over the next 25 years. In the event that the sale of units falls
short of conservative projections, the tax increment may also be needed to pay for any
"shortfall" from that source.
On August 18, 2003 the Richfield Housing and Redevelopment Authority (HRA)
adopted a resolution approving a Tax Increment Pledge Agreement for up to $6 million
of tax increment from the Lyndale Gateway West area to repay the City of Richfield's
GO-TI Bonds for that area. That pledge agreement, however, did not provide for any
changes in the manner in which the bonds were sold nor for all of the issuance costs.
The attached Resolution and Pledge Agreement, therefore, are in an amount up to
$8,370,000 in order to provide a full payment source for the City of Richfield's GO-TI
Bonds for the project.
The amount of actual proceeds available to fund project costs has not changed from its
original $6 million. The revisions being proposed are administrative in nature.
III. BASIS OF RECOMMENDATION
A. POLICY
• In order to provide advance funding for the Lyndale Gateway West project,
the City of Richfield has sold, or authorized the sale of, GO-TI Bonds in an
amount of $8,370,000.
• On August 18, 2003 the Richfield HRA adopted a resolution approving a
tax increment pledge agreement in the amount of $6 million.
• That tax increment pledge agreement should be amended in order to fund
the City's bond commitments.
B. CRITICAL ISSUES
• The Richfield HRA has given its assurances, in the past to the City of
Richfield that it would pledge sufficient tax increment from the area to
cover the City's debt for the project.
C. FINANCIAL
• The HRA's financial analysts, Ehlers & Associates, Inc., have reviewed
the revised Pledge Agreement and have concluded that, given current
assumptions, there will be sufficient tax increment to fulfill the obligations
of the proposed Amended Tax Increment Pledge Agreement.
D. LEGAL
• The HRA's legal counsel drafted the attached resolution and Amended
Tax Increment Pledge Agreement.
IV. ALTERNATIVE RECOMMENDATION(S~
• Continue consideration of this item until the December HRA meeting; this would
hinder the provision of bond funds to the developer and interrupt construction
activities on site.
• Do not adopt the resolution approving an Amended Tax Increment Pledge
Agreement; this would effectively reduce the bond proceeds in order to provide
coverage for the bond issuance costs -such action may be in conflict with the
Contract for Private Redevelopment between the Richfield HRA and Lyndale
Gateway LLC.
V. ATTACHMENTS
• A resolution authorizing the Execution of a Tax Increment Pledge Agreement
with the City of Richfield.
• A Second Amended Pledge Agreement between the City of Richfield and the
Richfield HRA.
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• HRA legal counsel.
• HRA financial analyst (Ehlers & Associates, Inc.).
HRA RESOLUTION NO.
RESOLUTION AUTHORIZING EXECUTION OF TAX INCREMENT PLEDGE AGREEMENT
WITH THE CITY OF RICHFIELD RELATING TO TAXABLE
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 2003A AND B
WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota (the "HRA") has established the Richfield Redevelopment Project Area (the "Project
Area"), and approved a Redevelopment Plan (the "Project Plan") for the Project Area; and
WHEREAS, within the Project Area, the HRA and City have established the Lyndale
Gateway West Tax Increment Financing District (the "TIF District"); and
WHEREAS, the HRA and Lyndale Gateway, LLC have entered into a First Amended
and Restated Contract for Private Redevelopment dated as of August 4, 2003, as amended
(the "Contract"); and
WHEREAS, pursuant to the Contract the HRA agrees to provide various forms of
financial assistance in connection with redevelopment of certain property in the TIF District,
including proceeds of certain tax increment bonds; and
WHEREAS, as contemplated in the Contract, the City and HRA have proposed that the
City issue General Obligation Taxable Tax Increment Bondsman aggregate principal amount
not to exceed $6,000,000 (the "Bonds"); and
WHEREAS, the City and HRA have previously entered into a Tax Increment Pledge
Agreement dated as of April 22, 2003, as amended September 2, 2003 ("Pledge Agreement")
providing for issuance of such bonds and the pledge of certain tax increments as security for
the bonds; and
WHEREAS, the City and HRA have determined to modify the Pledge Agreement to
reflect changes in the proposed structure of bonds to be issued; and
WHEREAS, there has been presented to the HRA a form of Second Amended Tax
Increment Pledge Agreement Series 2003 between the HRA and the City (the "Amended
Pledge Agreement"), providing for issuance of the Bonds, the use of proceeds, and the pledge
of tax increments from the TIF District tax increment districts to payment of principal and
interest on the Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority
in and for the City of Richfield, Minnesota (the "Authority"), as follows:
1. The Chair and Secretary of the Authority are hereby authorized to execute and
deliver the Second Amended Pledge Agreement substantially in the form on file with the City,
subject to modifications that do not alter the substance of the transaction that are approved by
the Chair and Executive Director, whose execution will be conclusive evidence of their
approval.
2. This resolution shall be effective as of the date hereof.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota this 17th day of November 2003.
Chair
Attest:
Secretary
SECOND AMENDED TAX INCREMENT PLEDGE AGREEMENT
SERIES 2003
by and between
CITY OF RICHFIELD, MINNESOTA
and
THE HOUSING AND REDEVELOPMENTAUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
THIS AGREEMENT is made and entered into on or as of the 17th day of November,
2003, by and between the City of Richfield, Minnesota (the "City"), and The Housing and
RedevelopmentAuthority in and for the City of Richfield, Minnesota (the "HRA").
WHEREAS, the HRA has established the Richfield Redevelopment Project Area (the
"Project Area"), and approved a Redevelopment Plan (the "Project Plan") for the Project Area,
and
WHEREAS, within the Project Area, the HRA and City have established the Lyndale
Gateway West Tax Increment Financing District (the "TIF District"); and
WHEREAS, the HRA and Lyndale Gateway, LLC have entered into a First Amended and
Restated Contract for Private Redevelopment dated as of August 4, 2003, as amended -(the
"Contract");and
WHEREAS, pursuant to the Contract the HRA agrees to provide various forms of financial
assistance in connection with redevelopment of certain property in the TIF District, including
proceeds of certain tax increment bonds; and
WHEREAS, as contemplated in the Contract, the City and HRA have proposed that the
City issue certain General Obligation Taxable Tax Increment Bonds to provide financing for
various public redevelopment costs of the Project; and
WHEREAS, the City and HRA have previously entered into a Tax Increment Pledge
Agreement dated as of April 22, 2003, as amended September 2, 2003 ("Pledge Agreement")
providing for issuance of such bonds and the pledge of certain tax increments as security for the
bonds; and
WHEREAS, the City and HRA have determined to modify the Pledge Agreement to reflect
changes in the proposed structure of bonds to be issued; and
WHEREAS, the City has issued its $4,840,000 Taxable General Obligation Tax Increment
Bonds, Series 2003A (the "Short- Terms Bonds"), and intends to issue its $3,530,000 Taxable
General Obligation Tax Increment Bonds, Series 20036 (the "Long Term Bonds") (the Short
Term Bonds and Long Term Bonds, together with any definitive or additional temporary bonds
issued to refund the Short Term Bonds, are referred to together as the "Bonds"); and
WHEREAS, the HRA has agreed to pledge tax increments from the TIF District to the-City
for the principal and interest on the Bonds; and
WHEREAS, pursuant to Minnesota Statutes, Section 469.178, Subdivision 2, any
agreement to .pledge tax increment revenues must be made by written .agreement by and
between the HRA and the City and must be filed with the Taxpayer Services Division Manager of
Hennepin County.
NOW, THEREFORE, the City and the HRA mutually agree to the following:.
(1) The City has issued the Short Term Bonds will issue the Long Term Bonds, at the
time and subject to the conditions described in the Contract, and will make the
proceeds available to the HRA for the purposes described in the Contract.
(2) The HRA hereby pledges to the payment of the principal of and interest on the
Bonds tax increments received by the HRA from the TIF' District in an amount
sufficient, to pay 105% of such principal and interest due on the Bonds from time to
time.
(4) Not less than three (3) business days prior to each debt service payment date for
the Bonds, there shall be transferred from the accounts for the TIF District to the
Debt Service Fund maintained by the City for the payment of the Bonds, an amount
which when taken together with amounts already on deposit in such Debt Service
Fund, is equal to the principal of and interest on the Bonds to become due on the
subject payment date. Any tax increments generated from the TIF District in
excess of 105% of the principal and interest due with respect to the Bonds on any
payment date may be retained by the HRA in the tax increment account for the TIF
District and applied to any public redevelopment costs of the TIF District or Project
Area in accordance with law.
(5) Without regard to anything in this Agreement to the contrary, tax increment
generated by the TIF District shall be available to pay, on a parity basis, principal of
and interest on both the Bonds and any other obligations issued by the City, HRA
or any other public body to finance public redevelopment costs paid or incurred by
the HRA in connection with the TIF District.
(6) When all principal and interest on the Bonds and other obligations issued to finance
the public redevelopment costs of the TIF District have been paid, and the City has
been reimbursed from collections of tax increment from the TIF District used to pay
principal of and interest on the Bonds, then the HRA shall report such fact to the
City Council of the City and the HRA shall submit a final statement of such
payments.
(7) An executed copy of this Agreement shall be filed with the Taxpayer Service
Division Manager of County .pursuant to the requirement contained in Minnesota
Statutes, Section 469.178, Subdivision 2.
IN WITNESS WHEREOF, the City and the HRA have caused this Agreement to be duly
executed on their behalf and their seals to be hereunto affixed and such signatures and seals to
be attested, as of the day and year first above written.
ATTEST:
City Manager
CITY OF RICHFIELD, MINNESOTA
By
Mayor
(SEAL)
ATTEST:
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA
Secretary
By
Chair
(SEAL)
STATE OF MINNESOTA TAXPAYER SERVICES DIVISION MANAGER'S
COUNTY OF HENNEPIN CERTIFICATE
I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota,
hereby certify that a Second Amended Tax Increment Pledge Agreement Series 2003 by and
between the City of Richfield, Minnesota and the Richfield Housing and Redevelopment Authority
dated November 17, 2003, relating to the City's General Obligation Taxable Tax Increment
Bonds, Series 2003A and General Obligation Taxable Tax Increment Bonds, Series 2003B has
been filed in my office.
WITNESS my hand and official seal this day of , 2003.
Taxpayer Services Division Manager's
(SEAL) Hennepin County, Minnesota
By
Deputy
_/
~J STAFF REPORT
AGENDA ITEM # 6A
REPORT # 5g
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
NOVEMBER 17, 2003
REPORT PREPARED BY: BRUCE PALMBORG, COMMUNITY
DEVELOPMENT DIRECTOR
REPORT PRESENTER: BRUCE PALMBORG, COMMUNITY
DEVELOPMENT DIRECTOR
NAME, T!'!'LE•
./''.
DEPARTMENT DIRECTOR REVIEW:
SIGNATURE
REVIEWED BY EXECUTIVE DIRECTOR:
ITEM FOR HRA CONSIDERATION:
Consideration of the attached resolution adopting a Public Purpose Expenditure Policy.
I. RECOMMENDED ACTION:
By Motion: Adopt the attached resolution adopting a Pub is Purpose
Expenditure Policy.
~ II. BACKGROUND ~
Upon reviewing certain provisions of Minnesota Statutes and policies, which permit
and require the expenditure of public funds for public purposes, staff believes that it
is necessary and appropriate to adopt a policy, which defines, when and for what
purposes, public funds may be spent. Moreover, it is desirable that a clear set of
guidelines be available to assist the officials, employees, and representatives of the
Housing and Redevelopment Authority (HRA) when approving the expenditure of
public funds.
In recent years, the State Auditor has criticized some Minnesota cities for certain
,~ expenditures of public funds, which the State Auditor believed, were of questionable
' public purpose. In adopting this policy, the HRA can ensure that its expenditures
have been carefully considered and determined to be for a public purpose. The
League of Minnesota Cities and legal staff believe that this is the most expedient
111703Public Expenditure Policy
way for an HRA to fully comply with all applicable laws governing the expenditure of
public funds.
III. BASIS OF RECOMMENDATION
A. POLICY
• A written policy will ensure the fullest compliance with all applicable
provisions of law and policies in making public expenditures.
B. CRITICAL ISSUES
• The policy should be considered at the HRA's earliest opportunity so
that it may be put into place.
C. FINANCIAL
• There is no additional cost of having such a policy.
D. LEGAL
• Legal staff and the League of Minnesota Cities have recommended
adoption of a Public Purpose Expenditure Policy.
IV. ALTERNATIVE RECOMMENDATION~S~
• Adopt modified policy.
• Defer consideration of this mater to a future meeting.
`I, ATTACHMENTS
• Resolution
Public Purpose Expenditure Policy
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• N/A
HRA RESOLUTION NO.
RESOLUTION ADOPTING A PUBLIC PURPOSE EXPENDITURE POLICY
WHEREAS, the Housing and Redevelopment Authority (HRA) finds it necessary to
establish a policy to clearly determine the public purpose for expenditures; and
WHEREAS, the HRA has determined that in order to attract, recruit, retain and
motivate employees and community volunteers the HRA wishes to recognize hard work
and service through other than monetary payment; and
WHEREAS, the HRA has further determined certain expenditure for typical
business costs are necessary for the efficient delivery of public service; and
WHEREAS, the HRA has reviewed and discussed the public purpose expenditures
as detailed in Exhibit 1.
NOW THEREFORE, BE IT RESOLVED that the Housing and Redevelopment
Authority in and for the City of Richfield hereby adopts Exhibit 1 entitled, "Public Purpose
Expenditures Policy".
Adopted by the Housing and Redevelopment Authority. in and for the City of
Richfield, Minnesota this 17th day of November, 2003.
Thomas E. Harms
ATTEST:
Secretary
111703Public Expenditure Policy
Exhibit 1
Page 1 of 4
CITY OF RICHFIELD
HOUSING AND REDEVELOPMENT AUTHORITY
DATE: November 17, 2003
SUBJECT: Public Purpose Expenditure Policy
GENERAL
Pursuant to provisions of statutes and laws of the State of Minnesota, which permit and
require the expenditure of public funds for public purposes, the Housing and
Redevelopment Authority in and for the City of Richfield (HRA) believes it necessary and
appropriate to provide assistance and guidance to the officials, employees and
representatives of the HRA to aid in the determination of when public funds may be
spent for a public purpose.
DEFINITION
A public purpose expenditure is one which relates to the purpose for which the HRA
exists and the duties and responsibilities of the HRA its appointed officials, employees
and other representatives.
PUBLIC PURPOSE GUIDELINES
1. Training-and development programs for HRA employees serve a public purpose
when the training and development programs are directly related to the performance
of the employee's job-related duties and are directly related to the programs/services
for which the HRA is responsible.
2. Payments of employee work-related expenses, including travel, lodging and meal
expenses, serves a public purpose when those expenses are necessarily incurred by
HRA employees in connection with their actual work assignments or official duties
and those expenses are directly related to the performance of the governmental
functions for which the HRA has responsibility.
3. Appropriate safety and. health programs for HRA employees serve a public purpose
because they result in healthier and more productive employees and reduce certain
costs to the HRA and the tax payments of Richfield, including various costs
associated with workers' compensation and disability benefit. claims, insurance
premiums and lost time from employee absences.
4. Public expenditures for appropriate HRA employee and volunteer recognition
programs serve a public purpose because formally recognizing employees and
volunteers who make significant contributions and demonstrate their commitment
during the performance of their duties result. in higher morale and productivity among
all HRA employees and volunteers, and therefore help the HRA to fulfill its
responsibilities efficiently and more cost effectively.
Exhibit 1
Page 2 of 4
5. Public expenditures for food and. refreshments associated with official HRA functions
serve a public purpose when the provision of food or refreshments is an integral part
of the function and is deemed necessary to ensure meaningful participation by the
participants.
6. Public expenditures for appropriate community and customer outreach and similar
activities serve a public purpose when those. expenditures are necessary for
Richfield to ensure the efficient operation of its programs/services, promote the
availability and use of HRA resources, and promote coordinated, cooperative
planning actives among and between the public and the private sectors.
SPECIFIC PROGRAMS AND EXPENDITURES
Every HRA expenditure must be valid based upon the public purpose for which it is
purchased. The following items are deemed to meet the HRA definition of public
purpose expenditures
EMPLOYEE RECOGNITION PROGRAM
While the HRA purchases employee time from the City of Richfield, it is appropriate for
the HRA to indicate its support for the recognition given by the City for the hard work and
service performed by City employees through an Employee Recognition Program. The
HRA believes the benefits of attractive retaining and motivating employees through such
a program impacts cooperation and .productivity as well. Such outcomes provide
excellent public and customer service to better serve the interests of the citizens of the
community.
Program elements may include:
1. Years of service awards
2. Volunteer Recognition dinner
3. Annual Holiday Party and summer picnic
4. Events that are planned and paid for by employees
5. Recognition plaques for employees, volunteers and appointed officials.
Cost incurred by the HRA related to this program are included in the annual budget.
Employee Wellness and Safety Program.
The HRA recognizes the importance of employee fitness and health as it relates to the
overall work and life satisfaction of the employee and the overall impact on the City's
health insurance program. As such, the HRA supports an Employee Wellness Program,
which has been designed to educate employees on fitness/health issues.
The Employee Safety Program is funded by the City's Self-Insurance Fund. The HRA
supports the programs created by the Human Resources Division and the Safety
Committee to .promote and retain a safe work environment. Safety incentive programs
such as Richfield's Safety Bingo, which provide the opportunity for cash prizes for
accident/injury-free work days, is an example of such programs.
Exhibit 1
Page 3 of 4
Meeting Food/Meals
The HRA recognizes-that situations in which business needs to be discussed can and do
occur during meal hours (i.e. luncheon meetings). In addition, there are public and
employee meetings and events in which reasonable refreshments may add to the
success of the meeting and/or event and create a more productive work force. The
following items are deemed to meet the HRA's definition of public purpose expenditures
in regards to food and meals.
1. Meals and refreshments are allowed at HRA meetings and events that have a
purpose of discussing HRA issues. These meetings would normally have apre-
planned agenda.
2. Meals and refreshments are allowed at employee meetings and events that have
a purpose of discussing HRA issues. These meetings would also normally have
a pre-planned agenda. This does not include routine staff meetings.
3. Meals and refreshments are allowed when they are part of a
breakfast/lunch/dinner meeting for official HRA business when it is the only
practical time to meet. Usually these meals involve meeting with HRA members,
business or civic organizations. Payment for fees relating to a special event,
such as a Chamber of Commerce event, may also be allowed when approved b
the Executive Director and when attendance is deemed to meet the public
purpose guidelines for community or customer outreach and marketing of the
City.
4. Meals and refreshment may be provided during official meetings of the HRA and
taskforces that have purpose of discussing HRA business. These meetings
would normally have apre-planned agenda.
5. Travel expenses for employees as outlined in the Richfield Travel
Reimbursement Policy.
6. Meals and refreshments are allowed where employees or volunteers are
participating in a HRA sponsored special event, participating in an outside event
as an official representative of the HRA, or working additional hours. and where
the Department Director deems appropriate as recognition of efforts above those
normally required.. Because emergency personnel are often called to perform for
extended periods of time and duties where refreshments are important to duty
performance, emergency response personnel may be provided refreshments or
food when it is deemed appropriate by the Executive Director or Department
director to assure the delivery of quality emergency response service.
7. No purchase of alcoholic beverages is allowed at any time.
The cost of these meals or fees is included in the departments' travel/conferences line-
item in the HRA's Annual Budget. These items are approved annually by the HRA as a
part of the overall budget approval process.
Exhibit 1
Page 4 of 4
Membership, Dues, and Donations
The HRA has determined that the HRA will fund memberships and dues (individual or
organization) in professional organizations and HRA social and community organizations
when the purpose is to promote, advertise, improve or develop the resources and
relationship and not personal interest or gain.
The cost of membership/dues is included in the departments'. dues and subscriptions
line-item in the HRA Annual Budget. These items are approved annually by the HRA as
apart of the overall budget approval process.
All donations much be approved by the HRA during the annual budget process and/or by
HRA resolution. Donations provided by the HRA must be for programs that serve our
citizens and are deemed to meet the public purpose guidelines.
Clothing and Other Sundry Items
Employees may receive T-shirts, and other sundry items of nominal value ($10.00) when
these items; are made available to the general public or if thew items are determined by
the Executive Director to be important to the successful involvement of employees in
special sponsored or HRA supported events.
- CONCLUSION
The HRA has determined that the above expenditures are valid and serve a public
purpose.
Approved:
Executive Director
AGENDA ITEM # 5
REPORT # rj]
REPORT PREPARED BY: BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
NAME, TITLE
REPORT PRESENTER: BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
NAME, TITLE
DEPARTMENT DIRECTOR REVIEW:
SIGNAT(/RE
REVIEWED BY EXECUTIVE DIRECTOR: ~`~ ~
ITEM FOR HRA CONSIDERATION:
Acceptance of a National award to the Richfield Housing and Redevelopment Authority for a
superior housing and community development project at Woodlake Centre.
I. RECOMMENDED ACTION:
By Motion: Accept the National Association of Housing and
Redevelopment Officials National Award of Excellence for: Woodlake
Centre: A New Town Begins
II. BACKGROUND I
The Woodlake Centre project was one of two community revitalization projects in
the United States to be so recognized. The project was found to be outstanding
because of the new housing choices in a mixed-use design that demonstrates the
public/private partnerships required to revitalize. Woodlake Centre includes:
• 138 one and two bedroom apartment flats and three-bedroom townhomes
• 78 units of assisted living
• 90,000 sq. ft. of new commercial space
• 650 structured parking spaces and the connecting Kirchbak Sculpture
Garden green space.
111703-NAHRO Award
The National Association of Housing Redevelopment Official (NAHRO) represents
3,000 agency and 16, 000 individual members. The award was ofFcially presented
at NAHRO's National Conference in Dallas, Texas on October 21, 2003. Bruce
Nordquist attended to accept the award on behalf of the HRA. The award is shared
with the City Council, HRA, Planning Commission, the developer- Richfield State
Agency, the architect - Elness, Swenson, Graham, and staff and consultants that
each played a role in the project. The project was completed in 2001.
This special recognition is not new to the Richfield HRA. In 1997, the "Richfield
Rediscovered" program received a National Award of Excellence.
III. BASIS OF RECOMMENDATION
A. POLICY
• The HRA is a proven leader in housing and redevelopment projects
and programs. This award affirms this position by coming from peers.
B. CRITICAL ISSUES
• N/A
C. FINANCIAL
• N/A
D. LEGAL
• N/A
IV. ALTERNATIVE RECOMMENDATION(S~
• N/A
V. ATTACHMENTS
• Copy of award..
• Recognition for City and HRA Projects and Programs
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• N/A
i ~ ~
: ~~~~~~~ ~I ii ~~aao~a ~~
N RO
bu~Jd~ng commuu~t~es togetber
NATIONAL ASSOCIATION OF
HOUSING AND REDEVELOPMENT OFFICIALS
2 003
-:v
A enc Award o Excellence
g y
in ~'
Program Innovation -Community Revitalization
to the
RICHFIELD HOUSING AND
REDEVELOPMENT AUTHORITY
for the
Woodlake Centre - A New Town Center Begins
.,. h -.
~~~ -~
Kurt Creager Saul N. Ramu~ez jr.
President Executive Director
M
O
O
N
N
r
r
N
L
c~
V
~O
qa
_ 1
'~
C
ca
V
i.
~~
O
M
O
O
N M
O
O
N M
O
O
N M
O
0
N M
O
0
N M
O
0
N M
O
O
N N
O
0
N N
O
0
N ~
0
0
N ~
0
0
N 0
0
0
N 0
0
0
•- 0
0
0
~ 0
0
0
~ 0
0
0)
~ ti
O
O
~ ti
O
0
~ ~
O
0
~ CO
O
0
`- M
O
0
~
L
Q
~ C C C
~ ~ ~
~ U M Y ,~ ~ N
.
C O
O
~ ~
~
~ O.
O N Q
~ N
~ ~
a Y N ~ a
N a
~p
> 3
3 °
~' O
> U
x aO
c O
o O
~
j i~
c d 0
~ a t N
U
cZ oZ `m p w~ o ~ m N ~a >~ ~o
cQ ""a a rn
c ~ c a Y ~'~ > ~ p > p•N
~ C '''' O C c 0 ~° f0 E ° a C° ~ N O p ~
. ~
p C
N C
EN ~ U N
° ~
° ~ N a
> p~ N N
N N
~ ~
N ~.
N a
O O
p O
~ O N
> ~ "O E N
~ c c0
rn O
U
~
a U ~ U N.~.
> U w
a 2 N
~ c
°c m ~ aai ~ N ~ E ~ Y
° .
~
c
°
o
U °N
~
~ ~ a ~,
o
U °
~
~ Y
• O Y L O C f0 C O C •~
c 7 w ~O Q' ~O
' O
` N O C _
~' ~ N
•
" O a
* U N N ~.
~ N
N m
°-° ~ m
a-a U ~
Qa •~U
° •-
m `t L a
i
° a°i ~ 'C E
~ t
a t
a ~ ~
~ ~
a
c a
N
c~ - ~
c`'" w
'C ~ N
~ ~ ~
~ a E
w ~~ a ~ a
~ ~ •c ~ ° ~ ~ +, ~
a rn m ~ ~ .E rn ~ rn •rn 3 p~ N o ~ N '~ ~ ~ iii N •O .c
<
x c
w ~ c a c'
°
° ~ N
m
3 = 3 ~
a rn ~
5~ = cu
Q 2
E 2
E N .5 ~
- ~
a~ x s
W ~ ~ ~
w ~ ~
~ ~ o
o
a~ ?
~
g ,~ o
° ~ -
> ~ ~ p . ~ ~ ~ a ~ ~ o
° U
f° = ~
o m
a o >
~ ~ iii
Q •~
N ~
o ~ ~
~ c ai ~ rn ~ ~ ~
~ o
~ cu
Q o
-a
~ co
a
.N
` W
` ~ ~ N ~
~s ~ °
m
.~ ~ •~ 0 ~ ~ ~ i o
a a ° ° ~~ ° ° E i
a ~ -
cv.- a
c
;o orn 3 N 3
3~=
> 3=
Q > •~.~
+
+ cn u~ d >c
N O N~ a. ~ a a ~ ~ c
~ 3 3o Q> a'N Q>~
0 Q
Q N N
N N .
3 N N(n
~ N
U ap
~ W p>(n
c o0
a GO OO O
-° Q Qw N
i
X L ~
0 ~,
.+
fl
~' ~,
>,~ c
• cow c
U N• ~. c ° L
co ° c
o ~ C
0 C
0 U o co
U C >+ c
U O o
C 0
3= .
U `
~ U
c~' O~`
° ~ m~ ~ ~ Q~ ~N ~ c ~ •~ >' v ~ acic~o o. Q N.
w N
N
~ c m
O i
a
~ c m
O a
i
O Y :c ~ 4. N ~' ._ rn~ N ~ N N ~ Q W m
~ rn •N co ~ io c
• •,~>-, ~~ '~>-.~
Q
~
M E C Z
L
M E a; U ~
M a U
Q p ~.
~ cn
M U j
M O p m
J p~ cn
N (p N
n"~-' c~
~ cn
O ;,.,
N (0
U U
tNd Q N
~!= Z E
~ ~
0
c m ~, ~,
>•~ m m
>
D E C O E C O O ~' U m 0 O= ~° O 3 N 0 0 > Q ~ ~ ~ N ~ O N L C O t/)
~ ~ C
NUU NUU N~ UatS Q N N.~ LL~- N OU N N ~ ~ d 0- ~~ r V ~ V ~ ~
N N N N
N W
t6 M
N
~ (6 N
° •U •U •U
O O O O O O
++
c ~+
C ++
C
tC ~
N _
C
N ~
•U C
N C
N
~. L.
~ ++
N ++
N ++
N
N
N
N N Q
C E
fl- E
0- ~
O-
° O ° C N O O Q 0 0 P L
N _
N N .~ C j > ~ > > U N .N > > >
N N N N ~ ~ p •c p p :a ° •E a a s to M
N N N N O C C f0 c c N N E N N N
m N
.~
~
~ a
~
Q
c
~
U
a
a
s
n
a
a
C a
C s
N
C
+~•~
~
~
~
~
~
~
~
~
C
C
°
C
°
C
m
m co mavo cn
a ~ .° ~
. a a ~ cn ° 'c 'c
0
•N 0
N 0-
•N C ~
O
N
>
(0 `'
~
(0
t0
~
O fd
~ C
•N C
•N G
•N C
~
~
~ 3 0~ N 7 C N ,
N C Q C C ~ .~ N O O O O C C
2 2 2U ~ Q N ~ N •N N 'tq 'fA m ~ O N 2 = 2U ~ •=
O 0 0 (0 U > ° U ~ O X 0 0 ~% r y a O O O ca Q D.
m cp cp N N rn ~ ~ N c O- c c ~ ~ 'c ~ •~ V v~ ~ ~
U
° U U~
a c J ~ c C E L E ~ ~ v N = N v°i N c0 O O
v
i ai i cLa ~ N ~ ~ c ~ U ~ •C ~ ~ a ~ rn ° ° b c c
Q Q Q ~ O L ca O ~ d ~ ~. Q J c C 0 Q Q Q C
N 0
~. 0
+~
f0
c ca
c t0 (j
c N
~ O N
p N
~ ~ N
p N N
p N
p N
o V
'c ~
'c ~ N
0 fO
0 N (~
0~ co
0 cg
0
0 0 ~
0 .C N N
ri a
ri
i
~
~ ~
o
o
N
v
m
Z cYa
Z m o
ZZ ~°
J ~
O ~?
B m
J ~
f/~ c
~ c_
~ c v
» m
Z
Q
Q •S
~ m
Z c
o
Z m
ZZ u
i
Q i
Q
L
.a
3
Q
M
O
O
N
N
N
L
0
L
+~+
V
d
.O
L
a
C
!~
.~_'
V
L
._
V
NNd
1.~
~
~
r CEO
~
r 0~0
~
r
O
a ~
N N
L M
o ~
"
~ O ~
C ~
O O
~
~ C ~
O
N
-
a~ N
~ N
a
O
X U
~
W ~
~
U
~ ~
`+ ~`
~
~ (B N
c Q j ~ O
C
~
~ C
~ ~
N
~ U ~
N
-°
~
m
a a
=
N ~ ~ 0 0
~
~ ,
~° _ ~
~
~
~ ~~N
o
U ~
0
w
Q o ~
_N
0 2 ~ c= 'o
~, a~ ~ om x
c
c ._ ~
c
`~
~
Q rn
o ~°
'uci
~_
~ 2
U ii ~ Q
N
C
W
U
.
2
N
~
U_ N
~
U a Q
_ "- ~U
O ~ 'c
M C 3
~
O ~
N ~ ~
O N
O
~ 0 O
(YO ~ .«
N
N f~
C C O
C C ~
O
:r
O O p ~
~. ~ ~ O
.
:~ ~ .
~ N
fn fA ~ Q