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11-8-99 agendaCITY OF RICHFIELD, MINNESOTA MONDAY, NOVEMBER 8, 1999 • REGULAR CITY COUNCIL MEETING 7:00 P.M. COUNCIL CHAMBERS RICHFIELD CITY HALL AGENDA INTRODUCTORY PROCEEDINGS CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL APPROVAL OF MINUTES OF (1) REGULAR CITY COUNCIL MEETING OF OCTOBER 25, 1999; (2) SPECIAL CITY COUNCIL MEETING OF OCTOBER 30,1999; AND (3) STUDY SESSION OF NOVEMBER 1, 1999. PRESENTATIONS 1. PRESENTATION OF PLAQUE TO STEVEN L. DEVICH, ADMINISTRATIVE SERVICES. DIRECTOR, FOR HIS SERVICE AS ACTING CITY MANAGER, MARCH- OCTOBER 1999 is 2. PRESENTATION OF MINNESOTA GOLF ASSOCIATION PLAQUE IN HONOR OF RICH ACRES GOLF COURSE TO GOLF COURSE MANAGER MIKE LANIGAN INDIVIDUALS WHO WISH TO ADDRESS THE COUNCIL ARE REQUESTED TO PRINT THEIR NAME AND ADDRESS ON THE SPEAKER'S REGISTER FOR THE RECORD. 3. OPPORTUNITY FOR CITIZENS TO ADDRESS THE COUNCIL ON ITEMS NOT ON THE AGENDA AGENDA APPROVAL 4. COUNCIL APPROVAL OF AGENDA CONSENT CALENDAR 5. 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 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 RESOLUTION DESIGNATING CITY'S CONTRIBUTION TOWARD HEALTH, TERM LIFE AND DENTAL INSURANCE PREMIUMS FOR GENERAL SERVICES AND MANAGEMENT EMPLOYEES C.L. 250 _,B. CONSIDERATION OF RESOLUTION DETERMINING. RESULTS OF CITY PUBLIC HEARING ,6. PUBLIC HEARING AND CONSIDERATION OF A RESOLUTION ESTABLISHING THE CITY OF RICHFIELD AS A HOST COMMUNITY FOR THE ISSUANCE OF PRIVATE ACTIVITY BONDS FOR ST ANN'S RESIDENTIAL SERVICES, INC. COUNCIL LETTER NO. 264 ,7. PUBLIC HEARING ON A REQUEST FOR A CONDITIONAL USE PERMIT TO ALLOW THE ADDITION OF A GAS STATION /CONVENIENCE STORE TO THE EXISTING SHOPPING CENTER AT 1208 EAST 66TH STREET COUNCIL LETTER NO. 265 ___8. CONSIDERATION OF PUBLIC HEARING AND SECOND READING OF THE • TRANSITORY ORDINANCE FOR THE SALE OF PROPERTY AT 6812 QUEEN AVENUE TO THE HOUSING AND REDEVELOPMENT AUTHORITY COUNCIL LETTER NO. 266 GENERAL ELECTION HELD ON TUESDAY, NOVEMBER 2, 1999 C.L. 251 -C. CONSIDERATION OF ADOPTION OF FINANCIAL POLICIES FOR THE CITY OF RICHFIELD C.L. 252 ,-D. CONSIDERATION OF CHANGE OF CITY OF RICHFIELD LIAISON APPOINTMENTS TO METROPOLITAN AIRPORT SOUND ABATEMENT COUNCIL (MASAC) C.L. 253 -E. CONSIDERATION OF APPOINTMENTS TO THE 1 -35W SOLUTIONS ALLIANCE C.L. 254 _F. MASTER PURCHASE ORDER FOR SALT TO BE USED FOR ICE CONTROL DURING 1999/2000 WINTER SEASON C.L. 255 - --- -G. CONSIDERATION OF ENTERING A LEASE AGREEMENT WITH F &M BANK FOR AN AUTOMATED TELLER MACHINE AT THE CEDAR AVENUE LIQUOR STORE C.L. 256 CONSIDERATION OF APPROVAL OF ITINERANT PLACE OF AMUSEMENT AND ITINERANT FOOD LICENSE WITH FEES WAIVED FOR CHURCH OF ST. RICHARD'S 1999 FALL FESTIVAL ON NOVEMBER 20 AND 21, 1999 C.L. 257 I. CONSIDERATION OF APPROVAL FOR RENEWAL OF CURRENCY EXCHANGE LICENSES: • MONEY CENTERS, 6525 NICOLLET AVENUE C.L. 258 -• CURRENCY EXCHANGE, 7620 LYNDALE AVENUE C.L. 259 CONSIDERATION OF APPROVAL OF SETTING DECEMBER 13, 1999 FOR PUBLIC HEARINGS FOR RENEWAL OF ON -SALE LIQUOR AND SUNDAY LICENSES FOR 2000 C.L. 260 • K. CONSIDERATION OF APPROVAL OF SETTING DECEMBER 13, 1999 FOR PUBLIC HEARINGS FOR RENEWAL OF WINE LICENSES FOR 2000 C.L. 261 L. CONSIDERATION OF APPROVAL OF SETTING DECEMBER 13, 1999 FOR -' PUBLIC HEARINGS FOR RENEWAL OF PAWNBROKER AND SECONDHAND GOOD DEALER LICENSES FOR 2000 C.L. 262 M. CONSIDERATION OF A NEW 1999 NEW AND USED MOTOR VEHICLE LICENSE FOR MOTORWORKS, INC., 2000 WEST 78TH STREET C.L. 263 PUBLIC HEARING ,6. PUBLIC HEARING AND CONSIDERATION OF A RESOLUTION ESTABLISHING THE CITY OF RICHFIELD AS A HOST COMMUNITY FOR THE ISSUANCE OF PRIVATE ACTIVITY BONDS FOR ST ANN'S RESIDENTIAL SERVICES, INC. COUNCIL LETTER NO. 264 ,7. PUBLIC HEARING ON A REQUEST FOR A CONDITIONAL USE PERMIT TO ALLOW THE ADDITION OF A GAS STATION /CONVENIENCE STORE TO THE EXISTING SHOPPING CENTER AT 1208 EAST 66TH STREET COUNCIL LETTER NO. 265 ___8. CONSIDERATION OF PUBLIC HEARING AND SECOND READING OF THE • TRANSITORY ORDINANCE FOR THE SALE OF PROPERTY AT 6812 QUEEN AVENUE TO THE HOUSING AND REDEVELOPMENT AUTHORITY COUNCIL LETTER NO. 266 9. PUBLIC HEARING ON A REQUEST FOR AN AMENDMENT TO THE Y COMPREHENSIVE PLAN FOR PHASE III OF THE LYNDALE GATEWAY PLANNED UNIT DEVELOPMENT PLAN • COUNCIL LETTER NO. 267 10. PUBLIC HEARING ON A REQUEST FOR A FINAL. DEVELOPMENT PLAN AND CONDITIONAL USE PERMIT FOR PHASE III OF THE LYNDALE GATEWAY PLANNED UNIT DEVELOPMENT PLAN COUNCIL LETTER NO. 268 RESOLUTIONS --J.1. CONSIDERATION OF RESOLUTION AUTHORIZING ISSUANCE OF GENERAL OBLIGATION TAXABLE VARIABLE RATE DEMAND BONDS, SERIES 1999 COUNCIL LETTER NO. 269 12. CONSIDERATION OF RESOLUTION AUTHORIZING SUBMISSION OF TWO APPLICATIONS FOR MUNICIPAL COOPERATIVE AGREEMENT FUNDS COUNCIL LETTER NO. 270 13.-CONSIDERATION OF- RESOLUTION APPROVING THE PROPOSED LAYOUT FOR THE TRUNK HIGHWAY 77 AND 66TH STREET INTERCHANGE 0 COUNCIL LETTER NO. 271 PROPOSED ORDINANCE 14. CONSIDERATION OF AN ORDINANCE TO AUTHORIZE A CAPITAL IMPROVEMENT TO CONSTRUCT ARECREATION AND COMMUNITY CENTER COUNCIL LETTER NO. 272 -15. FIRST READING OF AN ORDINANCE AMENDMENT REZONING PROPERTIES TO BE CONSISTENT WITH THE COMPREHENSIVE PLAN COUNCIL LETTER NO. 273 16. AIRPORT STATUS REPORT 17. LEGISLATIVE REPORT AIRPORT BUSINESS CORRESPONDENCE COUNCIL CHOICE 18. COUNCIL DISCUSSION ITEMS 19. CLAIMS AND PAYROLLS 20. ADJOURNMENT 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. I S CITY OF RICHFIELD, MINNESOTA Council Letter No. 273 Agenda November 8, 1999 Issue Statement: First reading of an ordinance amendment rezoning properties to be consistent with the Comprehensive Plan. Background: State law requires that cities' zoning ordinances be made consistent with their Comprehensive Plans. In 1998, the Planning Commission reviewed the City's zoning classifications and identified those parcels with zoning that are inconsistent with the Comprehensive Plan. Of those parcels, the Commission determined that one category of parcels, that in which the land use is consistent with the Comprehensive Plan but the zoning is not, should be rezoned. Attachment A identifies 13 properties to be rezoned so that the zoning is consistent with the Comprehensive Plan. Recommended Motion: Conduct first reading of an ordinance amendment rezoning property to be consistent with the Comprehensive Plan and set a second reading and public hearing for December 13, 1999. Basis of Recommendation: 1. The Planning Commission reviewed the parcels with zoning inconsistent with the Comprehensive Plan and determined that those parcels where the land use was consistent with the Comprehensive Plan but the zoning is not should be rezoned. 2. State law requires cities to bring their zoning ordinances into consistency with their Comprehensive Plans. The Planning Commission has determined that rezoning the subject parcels is an appropriate response to this requirement. 3. The proposed zoning classifications are consistent with the present use of the property 4. The Planning Commission conducted a public hearing on the proposed rezonings on August 24, 1999 and recommended unanimously to approve the rezonings. Alternative Recommendation: Decide not to rezone the properties. Discussion /Decision Mode: First reading is scheduled for Monday, November 8, 1999. Respectfully submitted, tha Orduno City Manager SO:ds l5 �l 0 BILL NO. AMENDMENT TO SECTION OF THE ORDINANCE CODE OF THE CITY OF RICHFIELD THE CITY OF RICHFIELD DOES ORDAIN: 1.01 Appendix 1 of the zoning ordinance code of the City of Richfield, which describes the boundaries of various zoning districts of the City, is hereby amended: A. Section 2, Paragraph (7) is amended to read as follows: (7) M -15 (SE corner, 70th and Nicollet) That area lying between the center line of Nicollet Avenue and a line distant 93.5 feet west of the center line of First Avenue and parallel thereto, and between the centerline of 70th Street and line distant 44&152 feet southerly and parallel thereto. B. Section 2, Paragraph (10) is amended to read as follows: (10) M -17 (W side of Chicago, 71st to 72nd) That area lying between the east line of Block 1, Wallace's Sunnyside Acres Sixth Addition and the center line of Chicago iAvenue, and between the center lines of 74st4PA-72nd Streete- and a line distant 140 feet south and parallel to the center line of 71st Street. C. Section 2, Paragraph (11) is amended to read as follows: rw K &� A = ' "- -, - '- D. Section 3, Paragraph (3) is amended to read as follows: (3) M -9, 10 (NE corner, 66th and Vincent) Lot 11 of Richfield Gardens except the north 330 feet thereof (also R.L.S. No. 1018). E. Section 3, Paragraph (35) is amended to read as follows: (35) M -5 (surrounds "HUB Center) The area lying between the center lines of the Soo Line Railway right -of -way and Nicollet Avenue, and between the center line of 66th Street and the south line of Rearrangement of Nicollet Homes Second Addition except that part of the above is described property described as follows: A- That __area __lying between the center lines of the Soo Line Railway right-of-way and Pisslbury Avenue and between the center line of 65th Street and the south line of Rearrangement of Nicollet Homes Second Addition. B- Beginning at the southeast corner of the Northwest Quarter of Section 27, Township 28, Range 24, then north along the center line of said Section 27, a distance of 685.9 feet to an extension of the south line of Tract C, R.L.S. 692, then westerly along the extension of the south line of said Tract C 50 feet to the southeast corner of said Tract C, then westerly 148 feet along the south line of said Tract C to the southwesterly corner of Tract B, R.L.S. 692, then north 154.13 feet, then westerly to a point on the easterly line of Block 1, Richfield Plaza Addition 48 feet south of the southeast corner of Lot 5, Block 7, Nicollet Homes Second Addition, as measured at right angles to the south line of Nicollet Homes Second Addition; then westerly 321.19 feet parallel to the north line of Block 1, Richfield Plaza Addition, then southwesterly 181.21 feet along a tangential curve, concave to the southeast, radius 230 feet central angle 45 degrees, 08 minutes, 32 seconds, then southwesterly 47.92 feet tangent to said curve, then southwesterly 180.64 feet along a tangential curve concave to the northwest, radius 230 feet, central angle 45 degrees, then westerly 244 feet to the east right -of -way line of the Soo Line Railway, then south along said railroad right -of way line to a point 141.56 feet north of the center line of 66th Street, then east and at right angles to the railroad right -of way 282 feet, then south and at right angels to the north right -of -way line of 66th Street 71.56 feet, then west and parallel to the north right -of -way line of 66th Street 15 feet, then south and at right angles to the north right -of -way line of 66th Street to the. center line of 66th Street, then east on said center line to the point of beginning. F. Section 3, Paragraph (39) is amended to read as follows: (39) M -5 (NW corner, 66th and Portland) That area lying between the center lines of 66th Street and a line distant 150 feet north and parallel to said center line and between the west right-of-way line of Portland Avenue and a line distant 125 feet west_and__parallel to said ri ht -of -wa line excludin ublic streets. Fifth ,fth -nd P-orttand- -Avenues -; -- and -- between -- the - center- -- line -of- 66th -- Street- and the -- south - -line of -- Block - -1; -- Bauman- Whee4ock -Add+t -ion. G. Section 12, Paragraph (15) is amended to read as follows: (15) M -5 nd- P-leasantPleasant E side 64th to 65th Lots 6 through 10, Block 5, Rarrangement of Nicollet Homes Second Addition and that area between Pleasant and Pillsbur Avenues between 65th Street and the south line of Rarran ement of Nicollet Homes Second Addition except that area between the west right-of-way line of Pillsbur Avenue and a line distant 122 feet west and parallel to saidright-of-way line and between the south line of rearrangement of Nicollet_ Homes Second Addition and a line distant 65 feet south and parallel to said south line. /o5'---3 • H. Section 12, Paragraph (33) is amended to read as follows: (33) M -17 (E side of Chicago, S-- ofbetween 71 st and 72nd) That area lying between Elliott Avenue and Chicago Avenue, and between Zubert's Elliott Avenue Addition and a line paralletl with and distant 70 feet north from the north line of Zubert's Elliott Avenue Addition (Added, Bill No. 1993 -17) and that area lying between the center lines of Chicago Avenue and Block 12 Fallden's Third Addition and between the center lines of Chicago Avenue and Block 4 Zubert's Elliot Avenue Addition and between the center line of 72nd Street and the north line of Zubert's Eilliot Avenue Addition Block 4. I. Section 12, Paragraph (37) is added to read as follows: (37)_ M -5 NE corner of 66th and 5th Avenupsj That area lying between the center lines of Fifth and Portland Avenues and between the center line of 66th Street and the south line of Block 1, Bauman - Wheelock Addition, except that area distant 150 feet - � ---- -- - - -- -- - -- - -- - - - - - -- - - ------------------------------------------- ---- -- - --------------- -- north and parallel to said center line and between the west right-of-way line of Portland Avenue and a line distant 125 feet west and parallel to said right-of-way line and excluding public streets. J. Section 12, Paragraph (38) is added to read as follows: 38 M -17 SW corner 71 st and Chicago) That area lying between the east line of Block 1, Wallace's Sunnyside. Acres Sixth Addition and the center line of Chicago - - - - -- --- ----------------- - - - - -- Avenue and between the center line of 71 st Street and a line distant 140 feet south and parallel to said center line. K. Section 13, Paragraph (16) is added to read as follows: (16) M -9 (N side 66th at Upton) The west 1/2 of the south 1/2 of lot 12, Richfield Gardens: and lot A of Registered Land Survey No. 1018. 2.01 This amendment constitutes a rezoning of the following property: 200 65th Street West, 212 65th Street West, 500 66th Street East, and 6437 Pleasant Avenue South from C -2 to MR -2; 2740 66th Street West from C -2 to MR -3; 7100 Chicago Avenue South, 7115 Chicago Avenue South, 7121 Chicago Avenue South, 7127 Chicago Avenue South, 7137 Chicago Avenue South, and 7145 Chicago Avenue South from C -1 to MR- 2; 7009 Nicollet Avenue South from C -1 to R; 6430 Pillsbury Avenue South from C -2 to R. Passed by the City Council of the City of Richfield, Minnesota this day of , 1999. • 154 • ATTEST: Thomas P. Ferber, City Clerk 0 • Martin J. Kirsch, Mayor • 0 Z Z N W Z Z 5 a a O N N W N MM-+ NC-1 D Z Q N N N N 0 N N �N Z o U • ICI U U N 4� U U U U U U N a co W Q. •� cit Q Z W � T� i tWt w U- N N -N MM-+ NC-1 < N N N N N -1 N N �N U U U U U U U U U U U U N ,O F P4 d F 0� d aF ¢ F d H d F ¢ H F H F vW� vWw� F N N N N o U U o U -1 0 U r'° -1 N N U U U U U U U U U U U U U 3 x w) 3 x � w x � 3 x � o U U o U 0 U 0 U o U a� O a d a C., 0 (N o 0 0 h kn ON o r- N ,O m m c — D v_ a) N N �' � N N a) CL ca LL = a a) �w- T =_ 2 0 U) U) c c C 0 p L L 'a E 2 LL o m C a� a> E d LL R C..S N Q fi D JQd' 0 .� `a)oco a�n=c mE�Qv aU �5 E 0 C T V ` cl fQ 0 N LL C tm ,�QL a) a) a) .2) C' C9z .E =cn N M c C ` i r X NUU22cr 0 w eo ea • Iq CITY OF RICHFIELD, MINNESOTA Council Letter No. 272 Agenda November 8, 1999 Issue Statement: Consideration of an ordinance to authorize a capital improvement to construct a recreation and community center. Background: On November 2, Richfield residents voted against a bond referendum for the construction of a Richfield Community and Recreational Task Force. Therefore, no further expenditures on the planning, design or engineering of the facility will be incurred. The attached transitory ordinance reflects the City Charter requirement pursuant to Section 8.04. At their October 11 meeting, the Council closed the public hearing and held a second reading of the ordinance, but tabled any action until November 8. Now, staff is requesting action. Recommended Motion: Reject the transitory ordinance authorizing further expenditure for the planning and construction of a recreation and community center pursuant to Richfield Charter, Section 8.04. Basis of Recommendation: 1. Richfield residents voted against issuing general obligation bonds to fund a new community and recreational center. 2. Staff intends to incur no further expenses on the planning, design or engineering of the proposed facility. 3. First reading of this ordinance was held on September 13. The public hearing and second reading was held on October 11. The item was tabled until this meeting. Alternative Recommendation: None. Discussion /Decision Mode: Staff is requesting that the City Council take action at the November 8 meeting in order to finalize and close the community and recreational center proposal. Respectf y submitted, Sa rduno City Manager SO:ds /4-1 0 TRANSITORY ORDINANCE NO. AN ORDINANCE APPROVING A CAPITAL IMPROVEMENT PROJECT TO CONSTRUCT A RECREATION AND COMMUNITY CENTER, PURSUANT TO RICHFIELD CITY CHARTER SECTION 8.04 THE CITY OF RICHFIELD DOES ORDAIN: Section 1. Background; findings. 1.01. Section 8.04 of the Richfield City Charter requires that any capital improvement on City -owned property that has an estimated cost exceeding $500,000 or expenditures for design or engineering costs exceeding $75,000 must be approved by ordinance after a public hearing. 1.02. It is proposed that the City Council approve a capital improvement project on City owned property located at Veterans Memorial Park, 6401 Portland Avenue, in the city of Richfield. 1.03. The capital improvement project consists of a multi - purpose recreation and community center (the "Recreation and Community Center Project "). 1.04. The estimated construction cost of the capital improvement, including design and engineering costs, is $9,500,000. The estimated design and engineering portion is $600,000. 1.05. A public hearing was held on October 11, 1999 after due notice as required by Section 8.05 of the Richfield City Charter. A public hearing approving the bond referendum election forthe project was held on August 23, 1999, with due notice published in the City's official newspaper. 1.06. The Council finds and determines that it is in the best interests of the City and its inhabitants that the Recreation and Community Center Project be approved. On August 23, 1999, the Richfield Community and Recreational Center Task Force reported their findings after a year of study and dialogue with the citizens of Richfield. Sec. 2. Approval; effective date. 2.01. The Recreation and Community Center Project is approved, and planning, design and construction of the Project may proceed according to the procedures required by law. 2.02. The purpose of this Ordinance is to comply with the requirements of Section 8.04 of the Richfield City Charter. This Ordinance shall not be construed to require that the City proceed with the Project; nor does it vest any rights in the Project to any individual or entity. The City Council reserves the right to abandon the Project or to modify elements of the Project, if the Council deems abandonment or modification to be in the public interest. 2.03. This ordinance is effective 30 days following its publication. I +"�- Adopted by the City Council of the City of Richfield, Minnesota this 8th day of November, 1999. ATTEST: Thomas P. Ferber, City Clerk • • Martin J. Kirsch, Mayor /3 CITY OF RICHFIELD, MINNESOTA Council Letter No. 271 Agenda November 8, 1999 Issue Statement: Consideration of resolution approving the proposed layout for the Trunk Highway 77 and 66th Street interchange. Background: For the past seven months the Metropolitan Airports Commission (MAC), the Minnesota Department of Transportation and the City of Richfield have discussed making improvements to the interchange of 66th Street and Trunk Highway 77. A layout, consistent with the Memorandum of Understanding approved by the City Council in August, developed by the staffs of the three agencies was the subject of a public open house on August 25, 1999. Responses to those comments are attached. Council is being asked to approve the proposed layout. If Council approves the plans, the MAC will then prepare the design drawings needed to build the new interchange. Construction of the new interchange will begin in 2000 for the ramps on the east side of TH 77 and the new bridge and west side ramps will be built in 2001. Also, right of way acquisition and relocation of existing businesses and residents will occur in 2000. City staff believes that upgrading the interchange will hasten commercial redevelopment in the vicinity of the interchange. It may be possible that some commercial redevelopment using only tax increment financing will be feasible. Such development would be consistent with the master plan for the Cedar Avenue Redevelopment Area now being formulated. New commercial development located on 66th Street could limit the amount of new public infrastructure needed making the project financially feasible. Many resident comments on the proposed layout focused on the negative effects the new interchange will have on existing residences before any redevelopment occurs. To minimize those negative impacts City staff will prepare an interim plan to address the concerns that traffic diverted from Cedar Avenue will have on residential streets and prepare mitigation measures to address them. Recommended Motion: Approve the attached resolution approving the proposed layout that widens 66th Street to eight lanes by adding a new bridge to the north of the existing bridge and replacing the four ramps from 66th Street to Trunk Highway 77 and, also, direct City staff to prepare an interim plan to address the effects of traffic diversion from Cedar Avenue onto residential streets until redevelopment occurs. Basis of Recommendation: 1. The proposed layout provides adequate traffic capacity for expansion of the airport and redevelopment of the Cedar Avenue Redevelopment Area. /3-1 2. The new interchange improves safety for all four entrance and exit ramps to and from Trunk Highway 77. 3. The improved access to the regional highway network will increase the attractiveness of the Cedar Avenue area for redevelopment. Alternative Recommendation: Reject all plans for a new interchange until the MAC, Federal Aviation Administration and the State Legislature provide full funding to assist the City in redeveloping the entire Cedar Avenue Redevelopment Area. City staff does not believe that this position will produce the desired effect. It will take a number of years for redevelopment of the entire area to occur and redevelopment financing will have to be identified for each development phase. Furthermore, it appears that airport expansion will occur regardless of City opposition. A new interchange will improve the chances for redevelopment occurring. Discussion /Decision Mode: Council can choose to table any action until the next Council meeting on the proposed layout if concerns about the proposal have not been adequately addressed. Respectfully submitted, goSamantha Orduno City Manager SO:ds Attachments (layout map and response to comments) 0 0 RESOLUTION NO. • /3--a RESOLUTION APPROVING LALYOUT FOR IMPROVEMENTS TO THE TRUNK HIGHWAY 77 AND 66TH STREET INTERCHANGE WHEREAS, the Metropolitan Airports Commission, the Minnesota Department of Transportation and the City of Richfield have long discussed the making of improvements to the interchange of 66th Street and Trunk Highway 77; and WHEREAS, on August 9, 1999 the Richfield City Council approved a Memorandum of Understanding with the Minnesota Department of Transportation and the Metropolitan Airports Commission outlining the roles and responsibilities of each agency on this project; and WHEREAS, the proposed layout provides traffic capacity for expansion of the airport and redevelopment of the Cedar Avenue Redevelopment Area; and WHEREAS, the proposed layout provides improved safety for all four entrances and exit ramps to and from Trunk Highway 77; and WHEREAS, the proposed layout provides improved access to the regional highway network and will, thereby, increase the attractiveness of the Cedar Avenue area for redevelopment; and WHEREAS, upon approval of the proposed layout, the Metropolitan Airports Commission will prepare design drawings needed for construction, which would be anticipated to begin in 2000, and for right of way acquisition and relocation also anticipated to begin in 2000, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richfield approves, as presented at the November 8, 1999 regular City Council meeting, the proposed layout that widens 66th Street to eight lanes by adding a new bridge to the north of the existing bridge and replacing the four ramps from 66th Street to Trunk Highway 77. Adopted by the City Council of the City of Richfield, Minnesota this 8th day of November, 1999. ATTEST: Thomas P. Ferber, City Clerk Martin J. Kirsch, Mayor fo Hill - - ---------- 0 X" ,J . > ) C- 1= , -A�X- 15 ■ • • Hill - - ---------- 0 X" ,J . > ) C- 1= , -A�X- 15 ■ • 66 TH STREET/HIGHWAY 77 PUBLIC HEARING COMMENTS COMMENT NAME /ADDRESS RESPONSE Do not do any construction on west side Anonymous Some interim roadway of (Richfield) until money is available for improvements will be made on the redevelopment of the mitigation area. the west side of TH 77 as Do it once. illustrated in the recommended plan, independent of the redevelopment of the mitigation Do not do the interchange on the west side William Duffee of Hwy 77 until we have a total 6515 18th Avenue area. These improvements are redevelopment package in place. S. designed to mitigate the traffic Richfield, MN impacts associated with the redevelopment of the Air Cargo facilities that are part of the I don't think you should do the Richfield M. J. Peterson side until it is a package deal with the 6533 18' Av. So. North -South runway project. homes in that area. Richfield, MN The City of Richfield staff will be developing a plan to mitigate the impacts on residential neighborhoods of traffic diversion from Old Cedar Avenue to 17th Avenue. The Metropolitan Airports Commission will advance the Where to move /When do we move Art Brisson 10701 Morgan S. Bloomington, MN City of Richfield the necessary (6529 Cedar) funds to finance the acquisition of the land necessary for the west side roadway improvements. November 3, 1999 3-5 66" STREET/HIGHWAY 77 PUBLIC HEARING COMMENTS • COMMENT NAME /ADDRESS RESPONSE • I am looking forward to your helping me Dr. Judy St. Clair In acquiring the right -of -way find suitable, affordable office space in 1714 E. 66�' St. necessary for the west side Richfield. Richfield, MN improvements the City of Richfield will comply with the Uniform Relocation Assistance My name is Michael Davis and I own Michael Davis Golden Beach Tanning. We have been in 6539 Cedar Ave. and Real Property Acquisition business for a little over one year now. In So. Policies Act of 1970. These order for me to move I need walls put up, Richfield, MN policies provide direction on beds moved and the electric wired. I 55423 property acquisition and spent quite a lot of time and money relocation assistance. A building my business up and need to stay Cedar Beach representative from the City of in the area. I need info now because it Tanning Richfield will be meeting with seems right now I will lose everything. each affected property owner prior to acquisition to explain the process and determine the property owners and tenants Our warehouse @6421 Cedar is in the Greg Peterson interchange. We want to relocate within 6150 Lyndale S. needs. Property owners or the City of Richfield. We could go to a Richfield, MN tenants with questions prior to 25- 35,000 sq. ft. facility by combining our this meeting may contact Perry other office warehouse. Please give me Peters Billiards Thorvig, (612) 861 - 9780. the opportunity either here or within the City. Mostly it seems doable — Concern is in Susan D.Stemme next phase and if my house is purchased 6433 18' Ave S. what provisions if any are made for the Richfield, MN fact that I operate a home based business out of my house /garage. We feel positive about this project, our Tom and Dawn only concerns would be acquisition and Morris move out deadlines. 1800 E. 66t' Street Richfield, MN 55423 November 3, 1999 66 TH S TREET /HIGHWAY 77 PUBLIC HEARING COMMENTS 13--& 9 COMMENT NAME /ADDRESS RESPONSE • Rollies Barbershop didn't get notice of this meeting. He found out from a customer. I hope that all — MnDOT, City of Richfield, etc. are honest with business because there is a lot involved here. This meeting was helpful. Rollies Barbershop 6537 Cedar Richfield, MN The City of Richfield, MAC, and MnDOT are committed to keeping property owners, tenants and the public informed as this project moves forward. The City has verified that this property is on their mailing list for future notices. We live at 17 and Diagonal. Are we Don Koelln An exact time frame has not asking too much to want a commitment to 7103 17th Avenue been established for the buy us out in a couple of years or maybe 5 So. redevelopment of the mitigation years? If this is a highway department Richfield, MN area. The City of Richfield staff event only only then I do not expect an 55423 is developing a plan to mitigate answer. If this is a highway event only the impacts on residential we really like the new plan. It is needed. neighborhoods of traffic diversion from Old Cedar Avenue to 17th Avenue. Mike came and talked to us and said our Andrew Dykstra This property has been added to house was in this project. I am looking at 1700 E. 66th St. the right -of -way acquisition map the map and our house is the cut off. I Richfield, MN and will be acquired as part of don't know what to think. Right now I the west side roadway am a little confused and frustrated because improvements. I don't know what is going on. November 3, 1999 r- 6 Tx COMMENTS 66 STREET /HIGHWAY 77 PUBLIC HEARING CO 9 COMMENT NAME /ADDRESS RESPONSE • I and my bicycle club (Twin cities Bicycling Club) would like to see a pathway cut through the cul -de -sacs on each side of Cedar @ 66th Street. This currently is a major thoroughfare to south Minneapolis using Cedar across 66th Street. Andrew Hartle 6332 17th Ave. So. Richfield, MN A pathway will be added to the recommended interim roadway plan connecting the cul -de -sacs on Old Cedar Avenue on each side of 66th Street. The path will cross 66th Street at the intersection of the west side ramps with 66th Street. This intersection will be signalized. I want to make sure as all these new roads Suzanne Sandahl are built that we make sure pedestrians 7001 Bryant The design of all roads will and bicyclists are safely provided for. Richfield, MN consider the safe design for pedestrians and bicyclists. A 10 foot walk will be provided on the widened bridge. In the long term a bike path along the new north/south arterial at approximately 17th Avenue is planned. 1. Request bike - pedestrian crossing of Larry Wosniczka 66th Street at Cedar (between cul -de- 6744 Wentworth S. MAC will not own any land on sac) Richfield, MN the west side of Cedar Avenue 2. Will MAC get ownership of land west 55423 after this project. of Cedar if diversion issue is ruled against Richfield? The funding needed to implement the mitigation 3. Why are MSA funds not used for redevelopment plan was ramp development acquisitions so as estimated assuming acquisition to leave more funds for of the properties needed for the redevelopment? west side ramps. Any remaining right -of -way not used for the west side roadway improvements will be made available to the City of Richfield for redevelopment. This issue is really independent of the proposed roadway project. 4. (Other concern) Freight operations at However, MAC is in the process night need special restrictions to keep of putting in place field rules that runup /taxi noise tolerable. will address this issue. November 3, 1999 • • is 66" STREETIHIGHWAY 77 PUBLIC HEARING COMMENTS COMMENT NAME /ADDRESS RESPONSE I think it is a waste to spend money on Steve Mlynarek A large percentage of the traffic this interchange without making changes 1529 Fern Drive at the 66th Street/TH 77 to the crosstown and 494. Traffic volume Richfield, MN interchange will be coming from is at a maximum now -where is the and going to the south and increased traffic from commercial therefore will not be affected by development along Cedar Avenue going the TH 62 congestion. Also an to go? — Sit at the ramp to 494 or auxiliary lane is being added to Crosstown? northbound TH 77 between the on -ramp from 66h Street and the exit ramp to eastbound TH 62 that will allow traffic from 661H Street eastbound on TH 62 to bypass the congestion. Stop Lying to us- You want our house for Steve Wilmes No Response economic reasons, not because of sound. 682716 th Ae. S. Our lives are on hold because of politics. Richfield, MN Erdict 32 years could not have forecast Airport Growth. This will be a disaster for our grocery Al Holtbein No Response store at 7034 Cedar Avenue 7034 Cedar Ave Richfield, MN It's about time - it will be one No Response improvement to compensate for losing Ford Town Thank you for clearly defined maps- K. Stokes No Response approachable people and MAC involvement. November 3, 1999 /-7 663H STREET /HIGHW AY 77 PUBLIC HEARING COMMENTS 0 COMMENT NAME /ADDRESS RESPONSE 9 r--J Is while I am still in my home and Brian Case The City of Richfield staff will construction begins on 66th St. and 77th. 6620 18th Ave. S. be developing a plan to mitigate What noise impact & increased traffic on Richfield, MN the impacts on residential 18th will occur? neighborhoods of traffic diversion from Old Cedar Avenue to 17th Avenue and 18th The houses on the south side of 66 @ Bill Kilian 17th Avenue need on street parking. With 6620 17th Ave. S. Avenue. The plan will address 17th becoming the only way to turn west Richfield, MN traffic volumes, traffic noise, on 66th from the south the traffic will be 55423 parking, cut - through traffic and much greater. We should not restrict traffic calming. parking on 17th, but should have some type of traffic calming to assure safety of residents. This project will increase traffic on 18 Roger H. Sanders and 17th Avenue. What will be done to 6508 17th Ave. So. protect home owners for traffic and noise Richfield, MN from Airport. You need to construct this project so that Dick Zieme traffic leaving the east side of Cedar 6400 Vincent S. cannot go west on 60h Street ever. Richfield, MN (Permanent block). Richfield has been and is a doormat for traffic short-cuts and we don't need more. Also, guarantee no MAC'S Long Term Master Plan aircraft will ever cross this bridge or any and the City's Comprehensive other to the west side of Cedar. Plan shows no aircraft west of Cedar Avenue, Your map indicates that traffic from the David Eiosmo interchange redevelopment will now be 6600 17' Ave funneled down my street. When I bought Richfield, MN the property in 1977 I didn't choose to 55423 live on Nicollet or Lyndale Avenue because of traffic. As I see it my street will now become a thoroughfare. Buy my property and put up a gas station. November 3, 1999 W, ! CITY OF RICHFIELD, MINNESOTA Council Letter No. 270 Agenda November 8, 1999 Issue Statement: Consideration of resolution authorizing the submission of two applications for Municipal Cooperative Agreement and Access Management Program funds provided by Minnesota Department for Transportation. Background: Each year the Minnesota Department for Transportation offers 50% matching funds up to a maximum of $500,000 for local road projects that will benefit a state highway. Richfield has two projects that may qualify for this funding. First, funds are needed to finance the widening of the 66th Street and 17th Avenue intersection. This work will allow the City to widen 66th Street through the 17th Avenue intersection as part of the new Trunk Highway 77 interchange. The request will be for up to $500,000 in state funds and the City will use up to $700,000 in its Municipal State Aid Street funds to upgrade the 66th Street and 17th Avenue intersection. For the second submittal, a 12 -foot high noise wall is proposed on the south side of 62 Crosstown Highway from 35W to Penn Avenue. The City staff believes this work is justified by the improvements that were made a few years ago on 62 Crosstown when the north side received a new fence. It must be stressed that a 12 -foot high wall will not necessarily result in full compliance with state noise standards. However, it will reduce noise levels and provide increased safety for homes along 62 Crosstown that have been exposed to vehicle collisions that crash through the existing chain -link fence. The project would cost $500,000 and receive 50 percent funding from the state. The remaining funds would come from the City's Municipal State Aid Street funds. The two projects are identified in the City's 2001 to 2005 Capital Improvement Program. If funded, both projects would be built in 2001. Recommended Motion: Approve the attached resolution authorizing the City staff to submit two applications for Municipal Cooperative Agreement and Access Management Program funds provided by the Minnesota Department for Transportation for: (1) improvements on 66th Street at its intersection with 17th Avenue, and (2) the installation of a 12 -foot high wall along the south side of 62 Crosstown Highway from 35W to Penn Avenue. Basis of Recommendation: 1. Both projects have been identified in the City's 2001 to 2005 Capital Improvement Program. 2. The proposed wall along the 62 Crosstown will reduce noise levels and improve safety for residences near the highway. i a�-f Alternative Recommendation: 1. Instead of a noise wall, request guard rails at a reduced cost. This will not reduce the noise levels experienced by homes located near the highway. 2. Delay a request for improvements at 66th Street and 17th Avenue until private developers submit a definitive redevelopment proposal. However, there are benefits to doing all of the road work for the new interchange and the new intersection at the same time; for example, reduced costs and causing less disruption to residents and businesses. Discussion /Decision Mode: The Council may choose to delay action on this request until December but a resolution is necessary if the City is to receive funding. Respectfully submitted, Samantha Orduno City Manager SO:ds Attachment 0 • G � r RESOLUTION NO. RESOLUTION AUTHORIZING CITY STAFF TO SUBMIT TWO APPLICATIONS FOR MUNICIPAL COOPERATIVE AGREEMENT AND ACCESS MANAGEMENT PROGRAM FUNDS OFFERED BY THE MINNESOTA DEPARTMENT FOR TRANSPORTATION (MNDOT) WHEREAS, the City of Richfield is submitting two applications for Municipal Cooperative Agreement and Access Management Program funds provided by the Minnesota Department for Transportation for (1) improvements on 66th Street at its intersection with 17th Avenue; and, (2) the installation of a 12 -foot high wall along the south side of 62 Crosstown Highway from 35W to Penn Avenue; and WHEREAS, the City will use $700,000 in its Municipal State Aid Street funds to upgrade the 66th Street and 17th Avenue intersection; and WHEREAS, the City will use $450,000 of its Municipal State Aid Street funds to offset the remaining 50 percent of the cost of the noise wall along 62 Crosstown Highway; and NOW, THEREFORE, BE IT RESOLVED that the City is authorized to submit two applications for Municipal Cooperative Agreement and Access Management Program funds provided by the Minnesota Department for Transportation (MnDOT) for (1) is improvements on 66th Street at its intersection with 17th Avenue; and (2) the installation of a 12 -foot high wall along the south side of 62 Crosstown Highway from 35W to Penn Avenue. BE IT FURTHER RESOLVED that if funding is approved the City will complete the projects. Adopted by the City Council of the City of Richfield, Minnesota this 8th day of November, 1999. Martin J. Kirsch, Mayor ATTEST: 41 Thomas P. Ferber, City Clerk CITY OF RICHFIELD, MINNESOTA Council Letter No. 269 Agenda November 8, 1999 Issue Statement: Adoption of a resolution authorizing the issuance of $1,580,000 General Obligation Taxable Variable Rate Demand Bonds, Series 1999; fixing their form and specifications; directing their execution and delivery; and providing for their payment. Background: On August 23, 1999, the Council approved the sale of general obligation bonds on behalf of the Housing and Redevelopment Authority (HRA) to fund Richfield Rediscovered new construction and remodeling transformation for two years. A general obligation bond indicates that the bond is backed by the full credit of the City. Debt service will be covered by future Richfield Rediscovered (RR) Project district tax increment funds, and the Gramercy and Urban Village tax increment funds, dedicated to the housing trust fund. The HRA approved obligating future tax increments to the general obligation taxable variable rate demand bonds on August 16, 1999. The amount being requested on November 8 is less than the amount previously proposed since actual fees of the sale are less than was anticipated. Both the City and HRA approved the form of the Tax Increment Pledge Agreement, and both approved modifications to the Richfield Redevelopment Project Area and Project Plan; modifications to the Gramercy and Urban Village Tax Increment Financing (TIF) plans; establishment of the RR TIF district; and creation of the RR 1999 TIF District Plan. Since then, the City's financial advisor, Ehlers and Associates, Inc., has undertaken necessary activities to negotiate sale of taxable revenue bonds. Attached to this letter is a resolution, which provides for the issuance of the sale of the taxable revenue bonds and authorizes other administrative actions. Areas left blank in the resolution will be filled in with specific information as it relates to the issuance of the bond to the buyer by Ehlers and Associates, Inc. following the sale. The use of the bond proceeds is as follows: • Purchase of approximately 14 homes $ 910,000 • Administration and site clearance $ 84,000 • Other costs (legal resolution of title issues) $ 56,000 • Transformation loans $ 400,000 • Capitalized interest $ 68,000 • Cost of issuance $ 35,000 • Underwriter's discount $ 15,200 • Letter of Credit fee (required by underwriter) $ 10,335 • Miscellaneous $ 1,465 0 $1,580,000 A representative of Ehlers will be present at the November 8 meeting. The closing on the bond sale is scheduled for November 11, 1999. Recommended Motion: Adopt a resolution authorizing the issuance of $1,580,000 General Obligation Taxable Variable Rate Demand Bonds, Series 1999; fixing their form and specifications; directing their execution and delivery; and providing for their payment. Basis of Recommendation: 1. The sale of General Obligation Taxable Variable Rate Demand Bonds, Series 1999 was approved by the Council on August 23, 1999 and by the HRA on August 16, 1999. 2. The form of the Tax Increment Pledge Agreement between the City and HRA was approved by the Council on September 27, 1999 and by the HRA on September 20, 1999. 3. Modification to the Richfield Redevelopment Project Area and Project Plan; modifications to the Gramercy and Urban Village TIF Plans; establishment of the Richfield Rediscovered TIF District; and creation of the Richfield Rediscovered 1999 TIF District Plan was approved by the Council on October 11, 1999 and by the HRA on September 20, 1999. 4. The City retained Ehlers and Associates, Inc. in Roseville, Minnesota as its independent financial advisor for the bonds; therefore Ehlers and Associates, Inc. is authorized to negotiate a sale in accordance with ;Minnesota Statutes, Section 475.60, Subdivision 2(9). 5. A bond sale prior to the end of 1999 will provide immediate resources to two important housing programs in Richfield. Alternative Recommendation: 1. Defer this proposal. 2. Choose not to sell the bonds. Discussion /Decision Mode: Authorization of the resolution would allow for a closing on the bond sale before the end of 1999 and allow the Richfield Rediscovered new construction and transformation programs to continue. Respoctfully submitted, Samant OI it ager SO:ds Attachment RESOLUTION NO. //r P-- RESOLUTION AUTHORIZING THE ISSUANCE OF TAXABLE VARIABLE RATE 16 DEMAND GENERAL OBLIGATION BONDS (RICHFIELD REDISCOVERED PROJECT), SERIES 1999; APPROVING DOCUMENTS TO BE EXECUTED AND DELIVERED IN CONJUNCTION WITH THE ISSUANCE OF THE BONDS; AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH DOCUMENTS WHEREAS, the City of Richfield, Minnesota, (the "City ") is a duly organized and existing municipality under the laws of Minnesota, including Minnesota Statutes, Chapter 475; and WHEREAS, pursuant to Minnesota Statutes, Sections 469.174- 469.179, as amended (the "Tax Increment Act "), and Minnesota Statutes, Chapter 475, as amended (the "Public Debt Act "), the City is authorized to issue and sell general obligation bonds secured in whole or in part with tax increment revenues derived from one or more tax increment districts in the City; and WHEREAS, pursuant to this resolution (the "Resolution "), the City Council has authorized the issuance of its Taxable Variable -Rate Demand General Obligation Bonds (Richfield Rediscovered Project), Series 1999, in an aggregate principal amount not to exceed $1,580,000 (the "Bonds ") as provided herein; and WHEREAS, the Bonds, the form of assignment, and the authentication certificate to be endorsed thereon are to be substantially in the forms respectively set forth in Exhibits A -1 and A -2 hereto (the text of which forms may be printed on the face, or on the back, or partly on the face and partly on the back); and WHEREAS, the execution and delivery of this Resolution has been duly authorized by the City Council and all conditions, acts and things necessary and required by the Constitution and Laws of the State of Minnesota, or otherwise, to exist, to have happened or to have been performed precedent to and in the execution and delivery of this Resolution, and in the issuance of the Bonds, do exist, have happened or have been performed in regular form, time and manner, and the execution and delivery of this Resolution has been in all respects duly authorized. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota, that the issuance of taxable variable rate demand general obligation bonds (Richfield Rediscovered project), Series 1999 is hereby authorized; and the documents required are approved, authorized to be executed and delivered in conjunction with the issuance of the bonds. Adopted by the City Council for the City of Richfield, Minnesota this 8th day of November, 1999. Martin J. Kirsch, Mayor 0 ATTEST: Thomas P. Ferber, City Clerk • is Part A. Issuance of the Bonds 1.01. Findings of the City. The City Council hereby finds, determines, and declares that the issuance and delivery of the Bonds under the terms and conditions, and for the purposes, set forth in Part E of this Resolution: (i) are authorized by the Housing and Redevelopment Authority Act, Minn. Stat. §469.001 — 469.047 as amended (the "Housing Act ")and by Minnesota Statutes, Sections 469.174- 469.179, as amended (the "Tax Increment Act "), and by Minnesota Statutes, Chapter 475, as amended; (ii) are consistent with the purposes and goals of the City and the Redevelopment Plan; (iii) will further the development and redevelopment purposes for which the Redevelopment Project No. (the "Project ") of the Housing and Redevelopment Authority of the City of Richfield (the "Authority") and Tax Increment Financing District No. _ (the "Tax Increment District ") were established; and (iv) are in the best interests of the City and the City Manager. The City Council also hereby finds; determines, and declares that the Tax Increment Revenues to be derived from the Tax Increment District will exceed twenty percent of the public redevelopment costs of the Redevelopment Project undertaken pursuant to the Act and the Tax Increment Act. - 1.02. Issuance and Sale of the Bonds. The City Council hereby authorizes the issuance of the Bonds by the City, in the original aggregate principal amount not to exceed $1,520,000, on such date and upon the terms and conditions determined by the City Manager of the City (the "City Manager ") and in accordance with the terms of Part E of this Resolution. This authorization to issue the Bonds is effective without any additional action of the City Council and shall be undertaken by the City Manager on such date and upon the terms and conditions deemed reasonable by the City Manager. The City Council hereby authorizes the sale of the Bonds to the underwriter hereinafter selected by the City Manager to purchase the Bonds (the "Underwriter ") upon the offer of the Underwriter to purchase the Bonds in accordance with the terms of the Bond Purchase Agreement (the `Bond Purchase Agreement ") between the City and the Underwriter. 1.03. Bond Documents. There have been presented to the City Council forms of the following documents: (i) the Standby Bond Purchase Agreement, dated as of November 1, 1999 (the "Liquidity Facility"), between. the City and U.S. Bank National Association, a national banking association (or other Liquidity Facility provider selected by the City Manager); (ii) the Tender Agent Agreement, dated as of November 1, 1999 (the "Tender Agent Agreement"), between the City and U.S. Bank Trust National Association, as tender agent (the "Tender Agent "); (iii) the Remarketing Agreement, dated as of November 1, 1999 (the "Remarketing Agreement "), between the City and the U.S. Bancorp Piper Jaffray Inc. (the "Underwriter "); (iv) the Bond Purchase Agreement; and (v) the Pledge Agreement, dated as of November 1, 1999 (the "Pledged Agreement'), between the City and the Authority. The Liquidity Facility, the Tender Agent Agreement, the Remarketing Agreement, the Bond Purchase Agreement, and the Pledge Agreement are hereby approved in substantially the forms on file with the City on the date hereof, subject to such changes not inconsistent with this resolution and applicable law that are approved by the City Manager of the City. Without limiting the generality of the foregoing, the City Manager is authorized to approve changes in the original aggregate principal amount of the Bonds, in the terms of redemption, the principal amounts subject to redemption, and the dates of redemption of the Bonds, and the other terms of the Bonds. The issuance and delivery of the Bonds shall be conclusive evidence that the City Manager has approved any changes to the forms on file with the City on the date hereof. 1.04. Terms of the Bonds. The Bonds shall have the maturities, interest rate provisions, shall be dated, numbered, and issued in such denominations, shall be subject to mandatory and optional redemptions and prepayment prior to maturity, shall be executed, sealed, and authenticated in such A -1 __q manner, shall be in such form, and shall have such other details and provisions as are prescribed in Part E • of this Resolution. The forms of the Bonds included in this Resolution are approved in substantially the forms in this Resolution, subject to such changes not inconsistent with this Resolution and applicable law, and subject to such changes that are approved by the City Manager. Without limiting the generality of the foregoing, the City Manager is authorized to approve changes in the original aggregate principal amount of the Bonds, in the terms of redemption, the principal amounts subject to redemption, and the dates of redemption of the Bonds, and the other terms of the Bonds. The issuance and delivery of the Bonds shall be conclusive evidence that the City Manager has approved any changes to the forms of the Bonds on file with the City on the date hereof. The proceeds derived from the sale of the Bonds shall be held, transferred, expended, and invested in accordance with the terms of the Resolution and the earnings from all investments of the proceeds of the Bonds shall be held, transferred, expended, and invested in accordance with the terms of the Resolution. 1.05. Pledge of Full Faith and Credit. The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of, premium, if any, and interest on the Bonds when due. It is hereby estimated that the Tax Increment Revenues derived from the Tax Increment District, the earnings derived from the investment of the foregoing, and other revenues available to pay. the principal of, premium, if any, and interest on the Bonds, and expected to be applied to the payment of the principal of, premium, if any, and interest on the Bonds, pursuant to the terms of the Resolution, will produce amounts at least five percent in excess of the amount needed to meet the principal and interest payments when due on the Bonds, but the City shall levy, in addition to all other taxes, a direct tax upon all taxable property in the City without limitation as to rate or amount, if necessary, to pay the principal of and interest on the Bonds when due. • 1.06. Revenues to be applied to the Bonds. The City Council hereby authorizes the application of the net revenues derived from the Redevelopment Project to the payment of the debt service on the Bonds and hereby appropriates such revenues to such purpose in accordance with the terms of the Resolution and to the extent the City Manager, in the discretion of the City Manager, determines to apply such revenues to such purpose. The City Council hereby authorizes the application of the Tax Increment Revenues - derived by the Agency and the City from the Tax Increment Districts to the payment of the debt service on the Bonds, subject to any valid and superior prior pledges of such revenues and the pledge of such Tax Increment Revenues to the payment of the debt service on the Revenue Note (in accordance with the terms of the Amended Redevelopment Contract and the terms of the Revenue Note), and hereby appropriates such Tax Increment Revenues to such purpose in accordance with the terms of the Resolution and to the extent the City Manager, in the discretion of the City Manager, determines to apply such revenues to such purpose. The City Council hereby authorizes the Agency and the City to pledge and appropriate Available Tax Increment Revenues and Additional Funds to the payment of the principal of, premium, if any, and interest on the Revenue Note (and related expenses of the Agency) in accordance with the terms and conditions of the Amended Redevelopment Contract and the Revenue Note. 1.07. Conversion to Fixed Rates and Other Elections. The City Manager is hereby authorized to elect a conversion of the Bonds from variable -rate obligations to fixed -rate obligations in accordance with the terms of the Resolution on such date or dates and upon such terms and conditions as the City Manager determines in his discretion. The City Manager may elect a conversion without any additional authorization from the City Council. The City Manager is also hereby authorized to make all other elections with respect to the Bonds and the Revenue Note on such date or dates and upon such terms and conditions as the City Manager determines in his discretion. Such elections may be made by the City Manager without any additional authorization from the City Council. A -2 • 1.08. Representation Letter. The form of Representation Letter proposed to be submitted to DTC, which is on file with the City Manager, is hereby approved, and the City Manager is authorized to execute and deliver the Representation Letter in substantially the form on file, with such changes therein not consistent with the law as the Financial Officer may approve, which approval shall be conclusively evidenced by the execution thereof. Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds shall agree to take all actions necessary to ensure compliance with all representations of the City in the Representation Letter with respect to the Bond Registrar and Paying Agent, respectively. A -3 0 Part B. Execution and Delivery 1.01. Disclosure of Material Information. The preparation of an Official Statement (or other form of disclosure document) in conjunction with the offer and sale of the Bonds is hereby authorized. When approved by the City Manager of the City, the Official Statement (or other form of disclosure document) is authorized to be distributed in conjunction with the offer and sale of the Bonds. In order to provide for continuing disclosure with respect to the Bonds, to the extent deemed necessary, required, or appropriate by the City 'Manager, the City Manager and the Paying agent may execute and deliver an agreement providing for continuing disclosure with respect to the Bonds. 1.02. Certificates as to Disclosure and Litigation. The Mayor and the City Manager are individually and collectively authorized to furnish to the purchasers of the Bonds, on the date of issuance and sale of the Bonds, a certificate that, to the best of the knowledge of such officers, the Official Statement (or other from of disclosure document) does not, as of the date of closing, and did not, as the time of sale of the Bonds, contain any untrue statement of a material, fact necessary in order to make the statements made therein the light of the circumstances under which they were made, not misleading. Unless litigation shall have been commenced and be pending questioning the Bonds, proceedings, for approval of the Bonds, taxes levied for payment of the Bonds, revenues pledged for payment of the Bonds or the organization of the City, or incumbency of its officers, at the closing, the City Manager shall also execute and deliver a suitable certificate as to absence of material litigation, and the City Manager shall also execute and deliver a certificate as to payment for and delivery of the Bonds, and the signed approving legal opinion of Kennedy & Graven, Chartered, as to the validity and enforceability of the Bonds and the tax- exempt status of interest on the Bonds. 1.03. Other Certifications. The City Clerk, the City Manager, and other officers and employees of the City are hereby authorized and directed, individually and collectively, to furnish to the attorneys approving the Bonds, on behalf of the purchasers of the Bonds, certified copies of all proceedings and certifications as to facts as shown by the books and records of the City, and the right and authority of the City to issue the Bonds, and all such certified copies and certifications shall be deemed representations of fact on the part of the City. Such officers, employees, and agents of the City are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Underwriter, the Liquidity Facility provider, the paying agent, or other persons or entities in conjunction with the issuance of the Bonds and the expenditure of the proceeds of the Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver one or more UCC -1 financing statements, a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived from the sale of the Bonds, an order to the Paying agent, a general certificate of the City, and an Information Return for Tax - Exempt Governmental Obligations, Form 8038 -Rev. May 1993). 1.04. Certified Copy of Resolution. The City Clerk is hereby authorized and directed to certify a copy of this resolution and cause the same to be filed with the Hennepin County Director of Property Taxation, exercising the powers of the county auditor under Minnesota Statutes, Section 475.63, and to obtain the certificate of the Director of Property Taxation as the registration of the Bonds. Copies of this resolution shall also be delivered to the City Manager and the City Clerk of the City. C -1 • • Part C. Reimbursement Resolution 1.01. Reimbursement Resolution. The United States Department of the Treasury has promulgated final regulations governing the use of the proceeds of tax- exempt bonds, all or a portion of which are to be used to reimburse the City for project expenditures paid prior to the date of issuance of such bonds. Those regulations, Treasury Regulations, Section 1.150 -2 (the "Regulations "), require that the City adopt a statement of official intent to reimburse an original expenditure not later than sixty days after payment of the original expenditure. The Regulations also generally require that the bonds be issued and that the reimbursement allocation made from the proceeds of the bonds occur within eighteen months after the later of (i) the date the expenditure is paid; or (ii) the date the project is placed in service or abandoned, but in no event more than three years after the date the expenditure is paid. The Regulations generally permit reimbursement of capital expenditures and costs of issuance of the bonds. The City reasonably expects to reimburse itself for expenditures made within the Development District in accordance with the requirements of the City and the Agency under the Amended Redevelopment Contract from the proceeds of the Bonds in an estimated maximum original aggregate principal amount not exceeding $1,520,000, after the date of payment of all or a portion of such costs. All reimbursed expenditures will be capital expenditures, costs of issuance of the Bonds, or other expenditures eligible for reimbursement under Section 1.150- 2(d)(3) of the Regulations and also qualifying expenditures under the Development District Act and the Tax Increment Act. No expenditures made within the Development District in accordance with the requirements of the City and the Agency under the Amended Redevelopment Contract have been made by the City or the Agency more than sixty days before the date of adoption of this resolution other than: (i) expenditures to be paid or reimbursed from sources other than the Bonds; (ii) expenditures permitted to be reimbursed under prior regulations pursuant to the transitional provision contained in Section 1.150- 20)(2)(i)(B) of the Regulations; (iii) expenditures constituting preliminary expenditures within the meaning of Section 1.150- 2(f)(2) of the Regulations; or (iv) expenditures in a "de minimus" amount (as defined in Section 1 150- 2(f)(1) of the Re ulations) As of the date hereof there are no funds of the City or the A enc g g .7 reserved allocated on a long -term basis or otherwise set aside (or reasonably expected to be reserved allocated on a long -term basis, or otherwise set aside) to provide permanent financing for the expenditures related to the Development District or the Amended Redevelopment Contract to be financed from proceeds of the Bonds, other than pursuant to the issuance of the Bonds, or from proceeds of the Revenue Note, other than pursuant to the issuance of the Revenue Note. This resolution, therefore, is determined to be consistent with the budgetary and financial circumstances of the City and the Agency as thev exist or are reasonablv foreseeable on the date hereof. C -1 • • ) Part D. Miscellaneous 1.01. Agreements Binding. All agreements, covenants, and obligations of the City contained in this resolution and in the above - referenced documents shall be deemed to be the agreements, covenants, and obligations of the City to the full extent authorized or permitted by law, and all such agreements, covenants, and obligations shall be binding on the City and enforceable in accordance with their terms. No agreement, covenant, or obligation contained in this resolution or in the above - referenced documents shall be deemed to be an agreement, covenant, or obligation of any member of the City Council, or of any officer, employee, or agent of the City in that person's individual capacity. Neither the members of the City Council, nor any officer executing the Bonds or the Revenue Note, shall be liable personally on the Bonds or the Revenue Note, or be subject to any personal liability or accountability by reason of the issuance of the Bonds or the Revenue Note. 1.02. Rights Conferred. Nothing in this resolution or in the above - referenced documents is intended or shall be constructed to confer upon any person (other than as provided in the Resolution and the other agreements, instruments, and documents hereby approved) any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision of this resolution. 1.03. Validity. If for any reason the Mayor, President of the City Council, City Manager, City Clerk, or any other officers, employees, or agents of the City authorized to execute certificates, instruments, or other written documents on behalf of the City shall for any reason cease to be an officer, employee, or agent of the City after the execution by such person of any certificate, instrument, or other written document, such fact shall not affect the validity or enforceability of such certificate, instrument, or other written document. If for any reason the Mayor, President of the City Council, City Manager, City Clerk, or any other officers, employees, or agents of the City authorized to execute certificates, instruments, or other written documents on behalf of the City shall be unavailable to execute such certificates, instruments, or other written documents for any reason, such certificates, instruments, or other written documents may be executed by a deputy or assistant to such officer, or by such other officer of the City as in the opinion of the City Attorney is authorized to sign such document. 1.04. Rating. The City Manager of the City is hereby authorized to seek a rating or ratings for the Bonds from such nationally recognized rating agencies as determined by the City Manager; and is hereby authorized to deliver to such rating agencies such information relating to the City and the Bonds as shall be requested by such rating agencies for the purpose of assigning an investment rating to the Bonds. 1.05. Effective Date. approval and publication. This Resolution shall take effect and be in force from and after its D -1 • Part E. Terms of Bonds TABLE OF CONTENTS 11 -9 PAGE GRANTING CLAUSES ................................................................................................. ..............................1 ARTICLE I DEFINITIONS AND INTERPRETATION ............................................... ..............................5 Section 1.01 Definitions . ........................ ............................... ............................. ..............................5 Section 1.02 Characteristics of Certificate or Opinion .................................................. ..............................8 Section 1.03 Additional Provisions as to Interpretation ............................................... .............................11 ARTICLE II FORM, EXECUTION AND REGISTRATION OF BONDS .................. .............................13 Section 2.01 Form, Maturities and Numeration of Bonds ............................................ .............................13 Section 4.02. No Waiver of Mandatory Purchase ......... ............................... ............ ......................25 Section 2.02 Variable Rate; Optional Tenders .............................................................. .............................14 Section 4.04. Tender and Purchase of Bonds ................................................................ .............................25 Section2.03 Fixed Rate ................................................................................................ .............................15 ARTICLE V DISPOSITION OF PLEDGED REVENUES ........................................... .............................29 Section 2.04 Conversions; Notices ............................................................................... .............................15 5.02 of Funds ................................................................................. .............................29 Section2.05 Bank Bonds ...................................................... ............................... ......... ...................17 Section 2.06 Execution of Bonds .................................................................................. .............................17 Section2.07 Authentication of Bonds .......................................................................... .............................17 Section 2.08 Registration, Transfers and Exchange .................................................... ............................... 14 Section 2.09 Payment of Interest on Bonds; Interest Rights Preserved ........................ .............................18 Section 2.10 Ownership of Bonds ................................................................................. .............................19 Section 2.11 Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds .................... .............................16 Section 2.12 Conditions for Authentication of Bonds .................................................. .............................20 Section 2.13. Book- Entry-Only System ........................................................................ .............................20 Section 2.14. Payments and Notices to Cede & Co ...................................................... .............................21 ARTICLE III REDEMPTION OF BONDS ................................................................... .............................22 Section 3.01 Optional Redemption ................... ............................... .................22 Section 3.02 Mandatory Sinking Fund Redemption ..................................................... .............................22 Section 3.03. Method of Selecting Bonds ........................ ............................... ........ ...........................23 Section 3.04. Notice of Redemption ............................................................................. .............................23 Section 3.05. Bonds Due and Payable on Redemption Date; Interest Ceases To Accrue .........................24 Section 3.06. Cancellation ............................................................................................. .............................24 Section 3.07. Partial Redemption of Bonds .................................................................. .............................24 ARTICLE IV TENDER AND PURCHASE ............................ ........ .................. .............................25 Section 4.01. Mandatory Tender of Bonds ................................................................... .............................25 Section 4.02. No Waiver of Mandatory Purchase ......... ............................... ............ ......................25 Section4.03. Tender Agent ........................................................................................... .............................25 Section 4.04. Tender and Purchase of Bonds ................................................................ .............................25 Section4.05. Purchase Fund ......................................................................................... .............................27 ARTICLE V DISPOSITION OF PLEDGED REVENUES ........................................... .............................29 Section5.01 Bond Fund ................................................................................................ .............................29 is Section Investment 5.02 of Funds ................................................................................. .............................29 E -1 ARTICLE VI PARTICULAR COVENANTS OF THE CITY ...................................... .............................31 Section 6.01 Payment of Bonds; Pledge of Full Faith and Credit ................................ .............................31 Section 6.02 Extensions of Payments of Bonds ............................................................ .............................31 Section 6.03 Authority of the City ................................................................................ .............................31 ARTICLE VII EVENTS OF DEFAULT; REMEDIES ON DEFAULT ....................... .............................33 Section 7.01 Events of Default ...................................................................................... .............................33 Section 7.02 Enforcement of Covenants and Conditions .............................................. .............................33 Section 7.03 Application of Moneys ............................................................................. .............................33 Section 7.04 Right of Paying Agent to Act Without Possession of Bonds ................... .............................34 Section 7.05 Power of Majority of Bondholders ........................................................ .............................34 Section 7.06 Limitation on Suits by Bondholders ........................................................ .............................34 Section 7.07 Waiver by Bondholders ............................................................................ .............................35 Section 7.08 Remedies Cumulative, Delay Not To Constitute Waiver ........................ .............................35 Section 7.09 Restoration of Rights Upon Discontinuance of Proceedings ................... .............................35 E -2 ARTICLE VIII CONCERNING THE PAYING AGENT; TENDER AGENT; REMARKETING AGENT37 Section 8.01 Acceptance of Trust and Prudent Performance Thereof .......................... .............................37 Section 8.02 Paying Agent May Rely Upon Certain Documents and Opinions ........... .............................38 Section 8.03 Paying Agent Not Responsible for Resolution Statements, Validity ...... .............................38 Section 8.04 Limits on Duties and Liabilities of Paying Agent .................................... .............................39 Section 8.05 Money Held in Trust ................................................................................ .............................39 Section 8.06 Obligation of Paying Agent ..................................................................... .............................39 Section 8.07 Notice to Bondholders .............................................................................. .............................39 Section 8.08 Intervention in Judicial Proceedings ......... ............................................... ....:........................39 Section 8.09 Further Investigation by Paying Agent .................................................... .............................39 Section 8.10 Paying Agent to Retain Financial Records .............................................. .............................34 Section 8.11 Compensation of Paying Agent ............................................................... .............................34 Section 8.12 Paying Agent May Hold Bonds ............................................................... .............................40 Section 8.13 Appointment of Paying Agent ................................................................. .............................40 Section 8.14 Merger of Paying Agent ....................................... ............................... . .............................40 Section 8.15 Resignation or Removal of Paying Agent ................................................ .............................41 Section 8.16 Appointment of Successor Paying Agent ................................................ .............................41 Section 8.17 Transfer of Rights and Property To Successor Paying Agent ................. .............................41 Section8.18 Co- Paying Agent ........................... ................. ............................... ... .............................36 Section 8.19. Remarketing Agent ................................................................................. .............................43 Section 8.20 Qualifications of Remarketing Agent; Resignation; Removal ................ .............................44 Section 8.21 Rights and Duties of Tender Agent .......................................................... .............................44 Section 8.22 Resignation or Removal; Appointment of Successor .............................. .............................44 ARTICLE IX CONCERNING THE BONDHOLDERS ............................................... .............................46 Section 9.01 Execution of Instruments by Bondholders ............................................... .............................46 Section9.02 Waiver of Notice ...................................................................................... .............................46 Section 9.03 Determination of Bondholder Concurrence ............................................. .............................46 Section 9.04 Bondholders' Meeting .............................................................................. .............................47 Section 9.05 Revocation by Bondholders ..................................................................... .............................48 . ARTICLE X PAYMENT, DEFEASANCE AND RELEASE ....................................... .............................49 E -2 E -3 Section 10.01 Payment and Discharge of Resolution ................................................... .............................49 Section 10.02 Bonds Deemed Not Outstanding After Deposits ................................... .............................50 Section 10.03 Unclaimed Money to be Returned ......................................................... .............................50 ARTICLE XI SUPPLEMENTAL RESOLUTIONS ...................................................... .............................51 Section 11.01 Purposes for Which Supplemental Resolutions May be Executed ........ .............................51 Section 11.02 Execution of Supplemental Resolution .................................................. .............................52 Section 11.03 Discretion of Paying Agent .................................................................... .............................52 Section 11.04 Modification of Resolution with Consent of Bondholders .................... .............................52 Section 11.05 Supplemental Resolutions to be Part of Resolution ............................... .............................46 ARTICLE XII LIQUIDITY FACILITY .................. . ............................... ..... ... .............................47 Section 12.01 Maintenance of Liquidity Facility ........................................................... .............................47 Section 12.02 Drawing under Liquidity Facility ........................................................... .............................47 Section 12.03 Substitute Liquidity Facility ................................................................... .............................47 Section 12.04 Notice to Rating Agencies ..................................................................... .............................48 ARTICLE XIII MISCELLANEOUS ............................................................................. .............................49 Section 13.01 Execution of Resolution in Counterparts ............................................... .............................49 Section 13.02 Headings Not Controlling ...................................................................... .............................49 Section 13.03 Notices to Paying Agent, City and Bank ................. ............................... SIGNATURES............................................................................................................... .............................50 E -3 • • I] / I - GRANTING CLAUSES The City of Richfield, Minnesota, in order to secure the payment of the principal of, premium (if any) and interest on the Bonds issued under this Resolution according to their tenor and effect and the performance and observance of each and all of the covenants and conditions herein and therein contained, and for and in consideration of the premises and of the purchase and acceptance of the Bonds by the respective purchaser or purchasers and registered owner or owners thereof, and for other good and valuable considerations, the receipt whereof is hereby acknowledged, has executed and delivered this Resolution and has granted, bargained, sold, assigned, transferred, conveyed, warranted, pledged and set over, and by these presents does hereby grant, bargain, sell, assign, transfer, convey, warrant, pledge and set over, unto the Paying Agent and to its successor or successors. in the trust hereby created and to its assigns forever: A lien on and pledge of (i) the moneys and investments in the Bond Fund covenanted to be created and maintained under this Resolution and (ii) all taxes heretofore levied and subsequently required to be levied under the Bond Resolution. Any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, assigned or transferred, or in which a security interest is granted, by the City or by anyone in its behalf or with its written consent, to the Paying Agent, which hereby is authorized to receive any and all- such property at any and all times and to hold and apply the same to the terms hereof. TO HAVE AND TO HOLD all and singular the said property hereby conveyed and assigned, or agreed or intended so to be, to the Paying Agent, its successor or successors in trust and its assigns, FOREVER. IN TRUST, NEVERTHELESS, upon the terms and trust herein set forth, for the equal and proportionate benefit, security and protection of all Holders of the Bonds issued or to be issued under and secured by this Resolution, without preference, priority or distinction as to lien or otherwise of any of the Bonds over any of the others; PROVIDED, HOWEVER, that if the City, its successors or assigns, shall well and truly pay or cause to be paid the principal of the Bonds and the premium, if any, and interest due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Paying Agent sums sufficient to pay the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Resolution to be kept, performed and observed by it and shall pay to the Paying Agent all sums of money due or to become due to it in accordance with the terms and provisions hereof; then upon such final payment this Resolution and the rights hereby granted shall cease, determine and be void; otherwise, this Resolution to be and remain in full force and effect. THIS RESOLUTION FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property hereby assigned or pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the City has agreed and covenanted and does hereby agree and covenant with the Paying Agent and with the respective Holders from time to time of the said Bonds as follows, that is to say: E -4 H -13 ARTICLE I Definitions and Interpretation ARTICLE I Definitions and Interpretation Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Article I and in the recitals and succeeding Articles of this Resolution shall, for all purposes of this Resolution and of any Resolution supplemental hereto, have the meanings herein specified, such definitions to be equally applicable to both the singular and plural forms of any of the terms defined: "Act of Bankruptcy" means the filing of a petition in bankruptcy (or the- other commencement of a bankruptcy or similar proceeding) by or against the City under any applicable bankruptcy, insolvency, reorganization or similar law, now or hereafter in effect. "Adjustment Date" means the date of issuance of the Bonds and (i) with respect to Bonds in the Weekly Variable Rate Mode, Thursday of each week, commencing 1999, and (ii) with respect to Bonds in the Daily Variable Rate Mode, each Business Day. "Alternate Rate" means, as of any date of determination thereof, an annual interest rate equal to the rate of interest borne by the Bond for the immediately preceding Interest Period. "Authenticating Agent" means, with respect to Bonds in the Variable Rate Mode, the Tender Agent, and, with respect to Bonds in the Fixed Rate Mode, the Paying Agent. "Authorized City Representative" means the person at the time designated to act on behalf of the City by written Certificate furnished to the Paying Agent, containing the* specimen signature of such person and signed on behalf of the City by its Mayor, City Clerk or City Manager. Such Certificate may designate an alternate or alternates. "Authorized Denomination" means (i) $100,000 or any greater amount which is an integral multiple of $5,000 in the case of Bonds outstanding before the Conversion Date or (ii) $5,000 or any integral multiple thereof in the case of Bonds outstanding on or after the Conversion Date. "Bank" means (i) U.S. Bank National Association, a bank organized and existing under the laws of the State of Minnesota, in its capacity as provider of the Liquidity Facility, and (ii) any Substitute Bank. "Bank Bonds" has the meaning assigned to that term in the Liquidity Facility. "Bank Rate" means, with respect to any Bank Bond and at any time, a fluctuating rate equal to the "Reference Rate" of the Bank, adjusted on each date the Reference Rate is adjusted, for the period during which such Bank Bond is held by the Bank as a result of a purchase under the Liquidity Facility. "Bond Fund" means the Bond Fund created under Section 5.01 of this Resolution. "Bond Resolution" means the resolution adopted by the City Council on November 8, 1999, authorizing the issuance and sale of the Bonds, as the same may be amended, modified or supplemented Sby any amendments or modifications thereof. E -5 "Bonds" means the Taxable Variable Rate Demand General Obligation Bonds, Series 1999, authorized by this Resolution and the Bond Resolution and described in Article Ih hereof. "Business Day" means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in the City of Richfield, the city in which documents are required to be delivered to the Bank to draw on the Liquidity Facility or in the State of New York are authorized or required by law to close or (b) a day on which the New York Stock Exchange is closed. "Certificate" means a certification in writing required or permitted by the provisions of this Resolution, signed and delivered to the Paying Agent or other proper person or persons. If and to the extent required by the provisions of Section 1.02 hereof, each. Certificate shall include the statements provided for in said Section 1.02. "Certified Resolution" means a copy of a resolution of the City Council of the City, certified by the City Clerk to have been duly adopted by said City Council and to be in full force and effect on the date of such certification. "City" means the City of Richfield, Minnesota, and its successors and assigns. "Conversion Date" means, with respect to any Bond, the date on which such Bond is converted to the Fixed Rate Mode. "Daily Variable Rate" means the Variable Rate applicable to Bonds in the Daily Variable Rate 0 Mode. "Daily Variable Rate Mode" means the aggregate of the characteristics which apply to Bonds which bear interest at a Variable Rate which is reset daily as provided in the second paragraph of Section 2.02 hereof. "Conversion Option" means the option granted to the City in Section 2.04 hereof pursuant to which the interest rate on the Bonds is converted from the Variable Rate to the Fixed Rate as of the Optional Conversion Date. "Default" means default by the City in the performance or observance of any of the covenants, agreements or conditions on its part contained in this Resolution, exclusive of any notice or period of grace required for a default to constitute an "Event of Default" as described in Section 7.01 of this Resolution. "Delivery Service" means a carrier or delivery service which guarantees delivery of documents to the city of destination on the Business Day immediately following the Business Day on which such documents are sent. "Event of Default" means an Event of Default described in Section 7.01 of this Resolution which has not been cured. "Federal Funds Rate" means, with respect to any day, the rate of interest published by the 40 Federal Reserve Bank of New York as being the average overnight federal funds rate for such day; E -6 if -6 provided, however, that the Federal Funds Rate for any day which is not a Business Day shall be equal to the Federal Funds Rate in effect on the immediately preceding Business Day. "Fixed Rate" means the interest rate on any Bond in effect after the Conversion Date, as said rate is determined in accordance with Section 2.04 hereof. "Fixed Rate Interest Payment Date" means the first May 1 or November 1 following the Conversion Date and each May 1 and November I thereafter. "Fixed Rate Mode" means the aggregate of the characteristics that apply to Bonds that have been converted to bear interest at the Fixed Rate. "Holder ", "Holders" "Bondholder" or "Owner" means the person or persons in whose name a Bond or Bonds shall be registered. "Immediate Notice" means notice by telephone, telex or telecopier to such address as the addressee shall have directed in writing, promptly followed by written notice by first class mail, postage prepaid. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and who is not a full -time employee or officer of the City. "Interest Payment Date" means (i) with respect to any Bond which is in the Weekly Variable Rate Mode, each February 1, May 1, August 1 and November 1, commencing February 1, 2000, and each Variable Rate Conversion Date; (ii) with respect to any Bond which is in the Daily Variable Rate Mode, the first Business Day of each calendar month; (iii) each Mandatory Tender Date; and (v) after the Conversion Date, each May 1 and November 1. "Interest Period" means (i) with respect to Bonds in the Weekly Variable Rate Mode, the period from and including Thursday in one week to, but not including, Thursday in the next week, and (ii) with respect to Bonds in the Daily Variable Rate Mode, the period from each Business Day to the next Business Day. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time. "Liquidity Facility" means (i) the Standby Bond Purchase Agreement and (ii) any Substitute Liquidity Facility. "Liquidity Facility Termination Date" or "Expiration Date" means two Business Days prior to the stated expiration date of a Liquidity Facility, including any extensions thereof, or two Business Days prior to such earlier date as the obligation of the Bank to make payments for the purchase of Bonds pursuant to the Liquidity Facility terminates according to the terms thereof other than by reason of a Special Event of Default. "Mandatory Tender Date" means, with respect to the Bonds subject to purchase on such date, (i) any Proposed Conversion Date, (ii) any Liquidity Facility Termination Date and (iii) any Substitution Tender Date. E -7 "Maximum Rate" means an interest rate equal to twelve percent (12 %) per annum. " Moody's" means Moody's Investors Service, Inc., and its successors and assigns. "Opinion of Counsel" means a written opinion of counsel (who need not be Independent Counsel unless so specified) appointed by the City and acceptable to the Paying Agent or appointed by the Paying Agent. If and to the extent required by the provisions of Section 1.02 hereof, each Opinion of Counsel shall include the statements provided for in said Section 1.02. "Optional Conversion Date" means that date on or after , 1999 which shall be a Business Day, from and after which the interest rate on any Bonds is converted from the Variable Rate to the Fixed Rate as a result of the exercise by the City of the Conversion Option. "Optional Tender Date" means the date specified by a Bondholder in a Tender Notice for purchase of any Bond in accordance with the provisions of Section 2.02 of this Resolution. "Outstanding" when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.03 of this Resolution pertaining to Bonds held by the City) all Bonds theretofore authenticated and delivered by the Paying Agent under the Resolution except: (i) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (ii) Bonds for the payment or redemption of which funds or direct obligations of or obligations fully guaranteed by the United States of America in the necessary amount shall have theretofore been deposited with the Paying Agent by the City, provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Article III of this Resolution, or provision satisfactory to the Paying Agent shall have been made for the giving of such notice; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Paying Agent pursuant to the terms of Section 2.10 of this Resolution pertaining to replacement of Bonds. "Paying Agent" means the Paying Agent at the timeserving as such under the Resolution. To the extent provided in Section 8.18; the term "Paying Agent" includes or refers to the Co- Paying Agent. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond, and for purposes of this definition, any Bond authenticated and delivered under Section 2.10 hereof in lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen Bond. "Prime Rate" means the Reference Rate. If a Substitute Liquidity Facility is issued, Prime Rate means the "reference rate or "prime rate" or "base rate" or equivalent interest rate from time to time publicly announced by the Substitute Bank. "Proposed Conversion Date" means the Business Day stated in the written notice of conversion given by the City to the Paying Agent in which the City elects to convert Bonds to a Fixed Rate. "Purchase Fund" means the Purchase Fund created in Section 4.05 of this Resolution. . "Purchase Price" means the price at which Bonds are to be purchased on any Optional Tender Date or Mandatory Tender Date which shall, in each case, be an amount equal to the par amount of the 40 Bonds plus interest accrued but not paid thereon to but not on or after the Tender Date. E -8 is //,-/-7 "Qualified Investments" means investments authorized and described in Section 5.02 hereof "Rating Agency" means Moody's. "Rating Decline Notice" means a written notice from any Rating Agency indicating that upon substitution of a substitute Liquidity Facility, short-term rating for the Bonds will be reduced or withdrawn. "Record Date" means (i) with respect to Bonds in the Variable Rate Mode, the Business Day preceding the Interest Payment Date, redemption date or maturity date and (ii) with respect to Bonds in the Fixed Rate Mode, the fifteenth day (whether or not a Business. Day) of the. calendar month next preceding an Interest Payment Date, redemption date or maturity date. "Receipt Mail" means return- receipt - registered mail, certified mail, express mail, Delivery Service or any other reliable system of delivery, including telex or electronic transmission, provided that such system provides the sender with written confirmation of receipt by the recipient. "Redeem" or "redemption" means, with respect to a Bond registered as to principal, "prepay" or "prepayment" as the case may be. "Reference Rate" means the rate of interest from time to time publicly announced by U. S. Bank National Association as its "reference rate ". The Bank may lend to its customers at rates that are at, above or below the Reference Rate. For purposes of determining any interest rate thereunder which is based on the Reference Rate, such rate shall change as and when the Reference Rate shall change. "Register" means the registration books of the City kept, with respect to all Bonds which are in the Variable Rate Mode, by the Tender Agent and, with respect to Bonds in the Fixed Rate Mode, kept by the Paying Agent to evidence the registration and transfer of Bonds. "Registrar" means the keeper of the Register, which, with respect to all Bonds which are in the Variable Rate Mode, shall be the Tender Agent and which, with respect to Bonds in the Fixed Rate Mode, shall be the Paying Agent. "Remarketing Agent" means any member firm of the National Association of Securities Dealers or any national bank designated in writing by the City to the Paying Agent and the Tender Agent, provided that, initially, the Remarketing Agent shall be U.S. Bancorp Piper Jaffray, Inc. as provided in the Remarketing Agreement. "Remarketing Agreement" means the Remarketing Agreement, dated as of November 1, 1999 between the Remarketing Agent and the City, as amended or supplemented from time to time. "Renewal Date" means a date that is forty-five days prior to the Liquidity Facility Expiration Date. "Resolution" means this Resolution between the City and U.S. Bank Trust National Association, Minneapolis, Minnesota, as Paying Agent, dated as of November 8, 1999, under which the Bonds are authorized to be issued, and any amendments or supplements thereto. E -9 ;1 "Responsible Officer" of the Paying Agent means and includes the chairman of the board of directors, the president, every vice president, every assistant vice president, every corporate trust officer, and every officer and assistant officer of such Paying Agent, other than those specifically above mentioned, to whom any corporate trust matter is referred because of his knowledge of, and familiarity with, a particular subject. "Special Event of Default" means any of the events described in Section 8.01(b), (e) and (f) of the Standby Bond Purchase Agreement. "Special Record Date" for the payment of any Defaulted Interest (as defined in Section 2.11 hereof) on fully registered Bonds means a date fixed by the Paying Agent . pursuant to Section 2.11 hereof. "Standby Bond Purchase Agreement" means the Standby Bond Purchase Agreement, dated as of November 1, 1999 between the City and the Bank. "Substitute Bank" means a commercial bank, savings and loan association, insurance company or other financial institution that has issued a Substitute Liquidity Facility. "Substitute Liquidity Facility" means a letter of credit, line of credit or bond purchase agreement delivered to the City in accordance with Section 12.03 hereof. "Substitution Tender Date" means the date upon which a Substitute Liquidity Facility is to be substituted for the Liquidity Facility then in effect if the Paying Agent has received a Rating Decline Notice with respect to such substitution, which date shall be a Business Day. "Tender Agent" means, initially, U.S. Bank Trust National Association and shall mean any entity which subsequently shall be named to provide the services assigned to the Tender Agent in this Resolution. So long as U.S. Bank Trust National Association shall be Tender Agent, the principal corporate trust office of the Tender Agent shall for purposes of this Resolution be the principal corporate trust office of its agent. "Tender Agent Agreement" means the agreement between the City and the Tender Agent pursuant to which the Tender Agent accepts its duties under this Resolution. "Tender Notice" shall have the meaning assigned in Section 2.02. "Trust Estate" means the revenues, moneys, investments, contract rights, general intangibles and instruments and proceeds and products and accessions thereof as set forth in Granting Clause I of this Resolution; and additional property held by the Paying Agent pursuant to Granting Clause II of this Resolution. "Variable Rate" means that annual rate of interest, expressed as a percentage and rounded to the nearest one thousandth of one percent, determined by the Remarketing Agent on the last Business Day immediately preceding the Adjustment Date, which, in the judgment of the Remarketing Agent (having due regard to the prevailing market conditions), is the lowest rate which would enable the Bonds in the Variable Rate Mode to be sold at par in the secondary market on the Adjustment Date; provided however, that if the Bonds are initially issued in the Weekly Variable Rate Mode the Variable Rate for E -10 k, t � the period from the , 1999, date of original issue through , 20_, shall be 1 percent per annum. "Variable Rate Conversion Date" means the Business Day stated in the written notice of conversion given by the City to the Paying Agent in which the City elects to convert Bonds from a Weekly Variable Rate Mode to a Daily Variable Rate Mode or from a Daily Variable Rate Mode to a Weekly Variable Rate Mode. "Variable Rate Mode" means the aggregate of the characteristics which apply to Bonds which bear interest at the Variable Rate. "Weekly Variable Rate" means the Variable Rate applicable to Bonds in the Weekly Variable Rate Mode. "Weekly Variable Rate Mode" means the aggregate of the characteristics which apply to Bonds which bear interest at the Weekly Variable Rate. Section 1.02 Characteristics of Certificate or Opinion. Every Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Resolution shall include: (i) a statement that the person or persons making such certificate or opinion have read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (iii) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether 40 or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. • Any such Certificate made or given by an officer of the City may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the opinion with respect to the matters upon which his Certificate may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the City, upon the Certificate of an officer or officers of the City, unless such counsel knows that the Certificate with respect to the matters upon which his opinion may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Section 1.03 Additional Provisions as to Interpretation. All references herein to "Articles "' "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution; and the words "herein ", "hereof', "hereunder" and other words of similar import refer to this Resolution as a whole and not any particular Article, Section or subdivision hereof. This Resolution is governed by and shall be construed in accordance with the laws of Minnesota. [The balance of this page is intentionally left blank.] E -11 ARTICLE H Form, Execution and Registration of Bonds ARTICLE II Form, Execution and Registration of Bonds Section 2.01 Form. Maturities and Numeration of Bonds. The Bonds to be issued and secured under this Resolution shall each be designated "City of Richfield, Minnesota, Taxable Variable Rate Demand General Obligation Bond (Richfield Rediscovered Project), Series 1999 The Bonds, forms of assignment and certificates of authentication shall be substantially in the forms set forth in Exhibits A -1 and A -2 hereto. The Bonds shall be issued only in Authorized Denominations. The Bonds shall be initially numbered R -1 upwards in order of issuance or such other order as the Paying Agent may determine, and the Bonds originally issued, and not in exchange for Predecessor Bonds, shall be dated as of the date of issuance and delivery thereof. Bonds issued in exchange for Predecessor Bonds shall be dated the date to which interest has been paid on the Bonds being surrendered for exchange. No Bond shall represent principal payable or maturing in different years. The Bonds shall be issued in substantially the form set forth in Exhibit A -1 if such Bond is to be in the Variable Rate Mode and in the form set forth in Exhibit A -2 if in the Fixed Rate Mode. The Paying Agent shall exchange any Bond for a new Bond reflecting the appropriate interest rate mode upon any change of interest rate mode. With respect to Bonds in the Variable Rate Mode, interest on the Bonds shall be calculated on the basis of actual days elapsed and a year of 365 or 366 days, as appropriate. With respect to Bonds in the Fixed Rate Mode, interest on the Bonds shall be calculated on the basis of a year of 360 days and twelve 30 -day months. is Each Bond will initially bear interest at the Weekly Variable Rate determined from time to time for such Bond in accordance with Section 2.02 hereof, provided that no such rate shall exceed the Maximum Rate. The Bonds may be converted to bear interest at the Fixed Rate and, if so converted, shall bear interest as provided in Sections 2.03 of this Resolution. Conversions from one interest rate to another are subject to the terms and conditions provided in Section 2.04 of this Resolution. Any Bonds which are Bank Bonds shall bear interest as provided in Section 2.05 of this Resolution. The principal of, premium, if any, and interest on the Bonds shall be payable in any currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest on the Bonds, except interest due on a Purchase Date or on the maturity date, shall be paid on each Interest Payment Date: (i) by check or draft of the Tender Agent with respect to Bonds in the Variable Rate Mode or by check or draft of the Paying Agent with respect to Bonds in the Fixed Rate Mode, in each case mailed to such registered owner at such owner's address as it appears on the Register or at such other address as is furnished to the Tender Agent or the Paying Agent in writing by such owner; or (ii) with respect to Bonds in such other fashion as is agreed upon between the registered owner and the Tender Agent, including, without limitation, by wire transfer upon such prior notice as may be satisfactory to the Tender Agent. Interest payable on the maturity date of a Bond shall be paid only upon presentation of the Bond to the Tender Agent, or with respect to Bonds in the Fixed Rate Mode, upon presentation of the Bond to the Paying Agent. With respect to Bonds in the Variable Rate Mode, the principal of and Purchase Price of the Bonds are payable at the principal corporate trust office of the Tender Agent. With respect to Bonds in E -12 0 40 the Fixed Rate Mode, the principal of and premium, if any, on the Bonds are payable at the principal corporate trust office of the Paying Agent. The Bonds shall be in the aggregate authorized principal amount of One Million Five Hundred Twenty Thousand Dollars ($1,520,000). The Bonds shall mature as set forth below; provided that the Bonds shall be subject to optional and mandatory redemption as provided in Article III hereof. The Bonds shall bear interest as provided in Sections 2.02 or 2.03 hereof. The Bonds shall mature on November 1, 2019; provided, however, that if the Bonds shall be converted to a Fixed Rate they shall mature on in the years and amounts as follows: Year Amount Year Amount 200_ $ 200 $ 200_ 20 _ 200_ 20 200_ 20 200 20 200 In the event the Conversion Date for Bonds is on or after , 200_, the principal amount maturing in each year shall exclude the principal amount of Bonds called for mandatory prior redemption in accordance with Section 3.02 hereof, such exclusions to be in chronological order commencing with Bonds scheduled to mature in 2_. After the Conversion Date the principal amount maturing each year shall also exclude the principal amount of Bonds called for optional prior redemption in accordance with Section 3.01 hereof, such exclusions to be in inverse chronological order commencing with Bonds scheduled to mature in 20_. In the event of Conversion of part of the Bonds to a Fixed Rate, the maturities of the Bonds so converted shall commence with the latest date available and proceed in inverse chronological order in accordance with the above schedule and, in such case, the mandatory redemption required by Section 3.02 hereof corresponding to such maturities shall not be required to the extent of the principal amount of Bonds assigned a serial maturity date corresponding with the mandatory redemption requirement. Section 2.02 Variable Rate, Optional Tenders. With respect to Bonds in the Weekly Variable Rate Mode, the Remarketing Agent shall on the date of issuance and on Wednesday of each week, or if Wednesday is not a Business Day, the immediately preceding Business Day, determine the Weekly Variable Rate which shall become effective on the Adjustment Date in such week. The Weekly Variable Rate shall be the lowest rate which, in the judgment of the Remarketing Agent (having due regard to prevailing market conditions) would enable the Bonds to be sold at par in the secondary market on the Adjustment Date, provided that such rate shall not exceed the Maximum Rate, and provided that, in the event the Remarketing Agent fails to make any such determination, then the Variable Rate shall be the Alternate Rate and the Bonds shall bear interest at the Alternate Rate until the Remarketing Agent again makes such determination. With respect to Bonds in the Daily Variable Rate Mode, the Remarketing Agent shall on the date of issuance and on each other Business Day determine the Daily Variable Rate which shall become effective on the Adjustment Day (being the next Business Day). The Daily Variable Rate shall be the lowest rate which, in the judgment of the Remarketing Agent (having due regard to prevailing market conditions) would enable the Bonds to be sold at par in the secondary market on the Adjustment Date, E -13 11_�_D provided that such rate shall not exceed the Maximum Rate, and provided that, in the event the Remarketing Agent fails to make any such determination, then the Variable Rate shall be the Alternate Rate and the Bonds shall bear interest at the Alternate Rate until the Remarketing Agent again makes such determination. Bonds in the Variable Rate Mode (including both the Weekly Variable Rate Mode and the Daily Variable Rate Mode) shall, as provided in this paragraph, be purchased by the Tender Agent at the option of the Bondholder; provided that such right to tender Bonds shall be suspended after the Liquidity Facility Termination Date. Any owner of a Bond which is in the Variable Rate Mode, except the Bank, may exercise such option, and the Bonds shall be purchased by the Tender Agent, but solely from the sources of funds described in Section 4.04(a) of this Resolution, by delivering written notice (the "Tender Notice ") thereof to the Tender Agent and the Remarketing Agent. The Tender Notice must state (i) the principal amount of Bonds which are to be purchased (which amount shall be at least $100,000 in principal amount and the portion retained, if any, must be at least $100,000 in principal amount), (ii) the date on which such Bonds are to be purchased (the "Optional Tender Date "), which shall be a Business Day not less than seven calendar days after the delivery of the Tender Notice to the Tender Agent and the Remarketing Agent, and (iii) if less than all of the owner's Bonds are to be purchased, the numbers of the Bonds to be purchased. The delivery of a Tender Notice by an owner of a Bond in the Variable Rate Mode shall be irrevocable and binding on such owner and cannot be withdrawn. Promptly upon its receipt of any Tender Notice, the Tender Agent shall give Immediate Notice to the Remarketing Agent, the Bank and the City of its receipt of such Tender Notice, including, with the written portion of such Immediate Notice, a copy of such Tender Notice. Section 2.03 Fixed Rate. If Bonds are converted in whole or in part to bear interest at a Fixed Rate, the Fixed Rate applicable to the Bonds then being converted shall be the rate or rates determined by the Remarketing Agent on a date not more than thirty-five days nor less than ten days prior to the Proposed Conversion Date or Liquidity Facility Termination Date; provided that no such rate shall exceed the Maximum Rate and all Bonds of the same maturity shall bear the same rate. The Fixed Rate applicable to each Bond shall -be the lowest rate or yield which, in the judgment of the Remarketing Agent (having due regard to the prevailing market conditions), would be necessary to enable Bonds of such maturity to be sold at par in the secondary market on the Proposed Conversion Date or Liquidity Facility Termination Date. Upon such determination of the Fixed Rate, the Remarketing Agent shall promptly notify the Tender Agent of the rate or rates. If less than all of the Bonds are to be converted to bear interest at such rate, the Bonds to be so converted shall be selected as provided in Section 2.04 of this Resolution. In the event all of the Bonds subject to conversion on a Proposed Conversion Date are not sold or remarketed on the Proposed Conversion Date or the confirming opinions of counsel are not received, the interest rate on the Bonds will not be converted to the Fixed Rate, and the Bonds will continue in the Variable Rate Mode, subject to the right of the City subsequently to elect to convert the Bonds, in whole or in part, to a Fixed Rate or upon the termination of the Liquidity Facility, upon compliance with the terms of Section 2.04 of this Resolution. Section 2.04 Conversions; Notices. (a) The City may give written notice at any time to the Bank, the Tender Agent, the Remarketing Agent and the Paying Agent that it intends to effect a conversion of all or a portion of the Bonds to a Fixed Rate on a Proposed Conversion Date as specified in such written notice, which Proposed Conversion Date shall be a Business Day not less than fifteen days from the date of such notice. Together with such notice, the City shall also file with the Paying Agent an Opinion of Counsel, which counsel shall be nationally recognized municipal bond counsel acceptable to the Paying Agent, to E -14 11 -a3 the effect that the conversion of such Bonds to a Fixed Rate will not adversely affect the validity of the Bonds or the exemption of the interest on the Bonds from federal income taxation. (b) If, at any time, a part, but not all, of the Bonds is to be converted to the Fixed Rate Mode, the principal amount of Bonds to be converted at such time must be at least $100,000. If less than all Bonds are to be converted to the Fixed Rate Mode, the Bonds to be converted shall be selected by the Paying Agent or the Tender Agent as agent of the Paying Agent as directed by the Remarketing Agent, provided that Bank Bonds shall be the first to be converted. (c) If the City fails to furnish the Tender Agent with a satisfactory Substitute Liquidity Facility on or prior to any Renewal Date hereunder, all Bonds shall convert to the Fixed Rate Mode on the Liquidity Facility Termination Date. (d) Upon receipt of the written notice of the City stating its election to effect a conversion of Bonds to the Fixed Rate Mode and the Opinion of Counsel, -the Tender Agent shall give prompt written notice to the owners of the Bonds which are to be converted. Such notice shall specify the Proposed Conversion Date and state that all Bonds are required to be tendered to the Tender Agent on the Proposed Conversion Date for mandatory purchase at the Purchase Price. On such Proposed Conversion Date, Bonds will be purchased in accordance with the provision of Section 4.04 hereof. The notice shall state that on the Proposed Conversion Date such Bonds will be subject to mandatory tender and shall state (1) the Proposed Conversion Date, (2) that the Purchase Price of the Bonds will be 100 percent of the principal amount thereof plus accrued interest, (3) that the Bonds must be surrendered to collect the Purchase Price, (4) the address at which the Bonds must be surrendered, and (5) that interest on the Bonds will cease to accrue to such Bondholder on the Proposed Conversion Date, and the Bondholder will be entitled only to the Purchase Price and interest accrued to the Proposed Conversion Date. (e) If the Bonds are to be converted to the Fixed Rate Mode as a result of the expiration of the Liquidity Facility and the failure of the City to provide a Substitute Liquidity Facility on a timely basis, the Bonds will be purchased in accordance with the provision of Section 4.04 hereof on such Liquidity Facility Termination Date. At least thirty days prior to the Liquidity Facility Termination Date the Tender Agent shall mail to the Bondholders a notice stating that on the Liquidity Facility Termination Date such Bonds will be subject to mandatory tender. In addition, such notice shall state (1) the Liquidity Facility Termination Date, (2) the Purchase Price of the Bonds will be 100 percent of the principal amount thereof plus accrued interest, (3) that the Bonds must be surrendered to collect the Purchase Price, (4) the address at which the Bonds must be surrendered, and (5) that interest on the Bonds will cease to accrue to such Bondholder on the Liquidity Facility Termination Date, and the Bondholder will be entitled only to the Purchase Price and interest accrued to the purchase date. (f) If Bonds are being converted to the Fixed Rate Mode at the election of the City, then, in the event the Bonds are not sold or remarketed on the Proposed Conversion Date, the interest rate on the Bonds will not be converted to the Fixed Rate, and the Bonds will continue to bear interest at the Variable Rate, as appropriate, subject to the right of the City subsequently to elect to convert the interest rate to the Fixed Interest Rate at any time upon compliance with the terms of this Section 2.04. If the Bonds are so sold or remarketed, the Proposed Conversion Date shall be the Conversion Date. In any event, if the Bonds are being converted as a result of a termination of the Liquidity Facility, the conversion shall occur on the Liquidity Facility Termination Date. (g) During any period when Bonds are in the Variable Rate Mode, the City may give written notice at any time to the Bank, the Tender Agent, the Remarketing Agent and the Paying Agent that it E -15 ID4 elects to convert the Bonds from the Daily Variable Rate Mode to the Weekly Variable Rate Mode or • from the Weekly Variable Rate Mode to the Daily Variable Rate Mode on the date specified in such written notice, which date shall be not less than fifteen days from the date of such notice and which shall be the first Business Day of a month, provided that if the conversion relates to Bonds for which a Tender Notice has been received, no minimum notice period shall be required and the date of the conversion may be the Optional Tender Date specified in the Tender Notice. Together with such notice, the City shall file with the Paying Agent an Opinion of Counsel, which counsel shall be nationally recognized municipal bond counsel acceptable to the City and the Paying Agent, to the effect that the conversion of the Bonds from the Daily Variable Rate Mode to the Weekly Variable Rate Mode or from the Weekly Variable Rate Mode to the Daily Variable Rate Mode, as the case may be, will not adversely affect the validity of the Bonds or the exemption of interest on the Bonds from federal income taxation. (h) If the Tender Agent receives notice from the City that Bonds are to be converted from the Daily Variable Rate Mode to the Weekly Variable Rate Mode or from the Weekly Variable Rate Mode to the Daily Variable Rate Mode, the Tender Agent shall, within two Business Days thereafter, give notice to all Holders of Bonds to be converted of the proposed conversion of the Bonds and the date on which such conversion is to occur. Such notice shall also state that (a) as of such conversion date, the interest rate adjustment will change from weekly to daily or from daily to weekly, as the case may be, and (ii) if the Bondholder wishes to have its Bonds purchased prior to the conversion, the Bondholder must deliver a Tender Notice as provided in Section 2.02 of this Resolution. Section 2.05. Bank Bonds. Bond which are Bank Bonds shall bear interest at the Bank Rate and the Maximum Rate shall not be applicable thereto. Section 2.06 Execution of Bonds. The Bonds shall be signed in the name of the City by the manual or facsimile signatures of the Mayor, City Clerk, and City Manager, and said signatures shall be authenticated by the Authenticating Agent, which is hereby designated as authenticating agent pursuant to Minnesota Statutes, Section 475.55, Subdivision 1, and shall have the official seal of the City or a facsimile thereof imprinted thereon. In the event that any of the officers who shall have signed any of the Bonds shall cease to be officers of the City before the Bonds shall have been authenticated or delivered by the Paying Agent, or issued by the City, such Bonds may, nevertheless, be authenticated, delivered, and issued, and upon such authentication, delivery and issue, shall be binding upon the City as though those officers who signed the same had continued to be such officers of the City; and, also, any Bond may be signed on behalf of the City by such person who, at the actual date of execution of such Bond, shall be the proper officer of the City, although at the date of such Bond such person shall not have been such an officer of the City. Upon the execution and delivery of this Resolution, the City shall execute and deliver the Bonds to the Paying Agent for authentication. Section 2.07 Authentication of Bonds. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder or under the Liquidity Facility unless a Responsible Officer of the Authenticating Agent shall manually endorse and execute on such Bond a certificate of authentication substantially in the form of the certificate set forth in Exhibit A -1 hereto. Such certificate upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the Holder thereof is entitled to the benefits of this Resolution and the Liquidity Facility. No Bonds shall be authenticated by the Authenticating Agent except in accordance with this • Article. E -16 Section 2.08 Registration, Transfers and Exchange. As long as any of the Bonds issued • hereunder shall remain outstanding, the City shall maintain and keep at the offices of the Paying Agent and Tender Agent an office or agency for the payment of the principal of and interest on such Bonds, as in this Resolution provided, and for the registration and transfer of such Bonds, and shall also keep at said offices of the Paying Agent and Tender Agent books for such registration and transfer. The City does hereby appoint the Paying Agent and the Tender Agent, and their successors from time to time, as its agents to maintain said office and agency. Upon surrender for transfer of any fully registered Bond at the office of the Paying Agent or Tender Agent with a written instrument of transfer satisfactory to the Paying Agent or Tender Agent, duly executed by the registered owner or his duly authorized attorney, and upon. payment: of any tax, fee or other governmental charge required to be paid with respect to such transfer, the City shall execute and the Paying Agent or Tender Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of the same series, of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. All Bonds, upon surrender thereof at the office of the Paying Agent or Tender Agent may, at the, option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate of any authorized denominations. In all cases in which the privilege of exchanging Bonds or transferring fully registered Bonds is exercised, the City shall execute and the Paying Agent or Tender Agent shall deliver Bonds in accordance with the provisions of this Resolution. For every such exchange or transfer of Bonds, whether temporary or definitive, the City, the Paying Agent or the Tender Agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Resolution, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the City or the Paying Agent and Tender Agent incurred in connection therewith (except applicable tax, fee or other governmental charge) shall be paid by the City. After the Conversion Date, the City, the Paying Agent and the Tender Agent shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of Bonds, nor shall the City and Paying Agent be required to make any transfer or exchange of any Bonds called for redemption. Section 2.09 Payment of Interest on Bonds, Interest Rights Preserved. Interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest ") shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder; and such Defaulted Interest may be paid by the Paying Agent, at the election of the City in each case, as provided in Subsection A or B below: A. The City may elect to make payment of any Defaulted Interest on the Bonds to the persons in whose names such Bonds (or their respective Predecessor Bonds) are registered at the close of E -17 p210 business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The City shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Paying Agent to comply with the next sentence hereof), and at the same time the City shall deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided and not to be deemed part of the Trust Estate. Thereupon the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen nor less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Paying Agent of the notice of the proposed payment. The Paying Agent shall promptly notify the City of such Special Record Date and, in the name of the City and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of a Bond of such series at his address as it appears in the registration books not less than ten days prior to such Special Record Date. The Paying Agent may, in its discretion in the name of the City and at the expense of the City, cause a similar notice to be published at least once in a Financial Newspaper, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. • B. The City may make payment of any Defaulted Interest on the Bonds in any other lawful manner, if, after notice given by the City to the Paying Agent of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Paying Agent. • Subject to the foregoing provisions of this Section, each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. Section 2.10 Ownership of Bonds. The City, the Paying Agent and the Tender Agent and their respective successors, each in its discretion, may deem and treat the person in whose name any Bond shall for the time being be registered as the absolute owner thereof for all purposes, and neither the City, the Paying Agent nor the Tender Agent nor their respective successors shall be affected by any notice to the contrary. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the registered owner thereof, but such registration may be changed as above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. E -18 Section 2.11 Reissuance of Mutilated. Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Authenticating Agent shall authenticate and deliver a new Bond of like tenor, number and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Paying Agent evidence satisfactory to the City and the Paying Agent that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the City and the Paying Agent with, indemnity satisfactory to them and complying with such other reasonable regulations as the Paying Agent may prescribe and paying such reasonable expenses as the City and the Paying Agent may incur in connection therewith. In the event any such Bond shall have matured, instead of issuing a new Bond, the City may pay the same without surrender thereof. Section 2.12 Conditions for Authentication of Bonds. The Paying Agent shall not authenticate and deliver the Bonds to be issued and delivered pursuant to the Resolution unless theretofore or simultaneously therewith there shall have been delivered to the Paying Agent the following: (a) Certified copies of the Bond Resolution authorizing the issuance of the Bonds and the execution and delivery of the Resolution. (b) Executed counterparts of the Resolution, Liquidity Facility and Remarketing Agreement. (c) An order for authentication and delivery of Bonds hereunder, signed by the City Manager, stating the principal amount of Bonds then to be issued hereunder and directing the Paying Agent to deliver the Bonds described therein to or upon the order of the purchaser upon payment of the purchase price set forth therein. (d) The manually signed approving opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, as Bond Counsel for the City, concerning the validity and legality of the Bonds and exemption of interest thereon from federal income taxation under the Internal Revenue Code. (e) Such further certifications, documents and Opinions of Counsel as the Paying Agent, the Bank, the City or Bond Counsel may require. Section 2.13. Book - Entry System. The Bonds shall be initially issued in the form of single fully registered Bonds, and the ownership of such Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC, and except as provided in this Section, all of the outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the City, the Paying Agent and the Tender Agent shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City, the Paying Agent and the Tender Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than a Bondholder, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than a Bondholder, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on, the Bonds. Notwithstanding any other provision of this Resolution to the contrary, the City and each Paying Agent, if any, shall be E -19 entitled to treat and consider the Person in whose name each Bond is registered on the Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. Each Paying Agent, if any, shall pay all principal of, premium, if any, and interest on the Bonds onto to or upon the order of the respective Bondholders, as shown in the Bond Register as provided in this Resolution, or their respective attorneys duly authorized in writing, and all such payments shall be valid and,effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Bondholder, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the City to make payments of principal, premium, if any and interest pursuant to this Resolution. The Bondholders have no right to a depository for the Bonds. The City may remove DTC or any successor thereto for any reason at any time. In such event, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bond certificates to such successor securities depository or (ii) notify DTC of the availability through DTC of Bond certificates and transfer one or more separate Bond certificates to DTC Participants having Bonds credited to their DTC accounts. The date of any notification described in clause (ii) of the preceding sentence is herein referred to as the "Book Entry Termination Date." In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names DTC Participants 0 receiving Bonds shall designate, in accordance with the provisions of his Resolution. The City and the Paying Agent shall execute the Letter of Representations in the form then used by DTC in connection with the issuance of the Bonds. Such Letter of Representations is for the purpose of effectuating the Book - Entry-Only System only and shall not be deemed to amend, supersede or supplement the terms of this Resolution, which are intended to be complete without reference to the Letter of Representations. In the event of any conflict between the terms of the Letter of Representations and the terms of this Resolution, the terms of this Resolution shall control. DTC may exercise the rights of a Bondholder hereunder only in accordance with the terms hereof applicable to the exercise of such rights. Section 2.14. Payments and Notices to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Letter of Representations. • [The balance of this page is intentionally left blank.] E -20 Y"Oa-7 ARTICLE III Redemption of Bonds ARTICLE III Redemption of Bonds Section 3.01 Optional Redemption. All Bonds in the Variable Rate Mode may be redeemed, in whole or in part, on the first day of any month, commencing 1999, in each case at the option of the City and in each case at a redemption price equal to 100 percent of the principal amount of the Bonds being redeemed plus accrued interest, if any, to the redemption date. Bonds which are in the Fixed Rate Mode may, on or after the first on or following the eighth anniversary of the Conversion Date be redeemed at the option of the City as a whole (with respect to all Bonds then in the Fixed Rate Mode) on any date, or in part on any Interest Payment Date, at par plus accrued interest to the date fixed for redemption. Fixed Rate Bonds called for optional redemption in part shall be redeemed in such order of maturity as the City may determine. Section 3.02 Mandatory Sinking Fund Redemption. Subject to the provisions of Section 2.01 hereof, the Bonds, other than Bonds in the Fixed Rate Mode, are subject to mandatory sinking fund redemption at a redemption price equal to 100 percent of the principal amount thereof plus accrued interest to the redemption date. As and for a sinking fund for the redemption of Bonds in the Variable Rate Mode, there shall be deposited into the Bond Fund, a sum which is sufficient to redeem (after credit as provided below) the following principal amounts of such Bonds in the following years at a redemption price of 100 percent of the principal amount thereof, plus accrued interest to the redemption date: 0 Year 200 200 200 200 200 200 * Maturity. Amount Year 200 200 20 20 20* Amount Bonds which are subject to mandatory sinking fund redemption shall be redeemed on the first Business Day of in the years and amounts described above. Not more than forty-five days nor less than thirty days prior to in each year to which the mandatory sinking fund applies, the Paying Agent shall proceed to select Bonds for redemption in an aggregate principal amount equal to the mandatory sinking fund requirement for such year, and shall call such Bonds or portions thereof as provided in Section 3.03 hereof for redemption from the sinking fund on the dates provided in this Section and give notice of such call. At the option of the City, to be exercised by delivery of a written certificate to the Paying Agent, not less than forty-five days next preceding any , it may (i) deliver to the Paying Agent for cancellation Bonds in an aggregate principal amount desired by the City or (ii) specify a principal amount of Bonds which, prior to said date, have been redeemed (otherwise than through the operation of E -21 is (/�D the mandatory sinking fund) and canceled by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each such Bond so delivered or previously redeemed shall be credited by the Paying Agent at 100 percent of the principal amount thereof against the obligation of the City on such mandatory sinking fund redemption date, and any excess shall be so credited against future sinking fund redemption obligations on such Bonds in chronological order. In the event the City shall avail itself of the provisions of clause (i) of the first sentence of this paragraph, the certificate required by the first sentence of this paragraph shall be accompanied by the Bonds to be canceled. The Paying Agent may appoint the Tender Agent as agent of the Paying Agent for the purpose of selecting such Bonds for redemption. Section 3.03. Method of Selecting Bonds. In the event that less than all of the Outstanding Bonds are to be redeemed and if at such time all Bonds are in the same mode, the Bonds to be redeemed shall be selected first from any Bank Bonds and then Bonds for redemption shall be selected by lot in such manner as the Paying Agent shall determine. The Bonds to be redeemed shall be selected first from any Bank Bonds and then from among the Bonds in the Variable Rate Mode, as directed by the City or if so directed by the City, in part from the Bonds in the Variable Rate Mode, as appropriate. The Paying Agent shall then proceed to select Bonds for redemption from within the designated modes. In case a Bond is of a denomination larger than the minimum denomination then permitted, a portion of such Bond may be redeemed provided that the remaining portion of the Bond shall be in an amount of at least $100,000 and shall be an integral multiple of $100,000. The Paying Agent may appoint the Tender Agent as agent of the Paying Agent for the purpose of selecting such Bonds for redemption. Section 3.04. Notice of Redemption. (a) Except as hereinafter provided, a copy of the notice of the call for any such redemption identifying the Bonds to be redeemed shall be given by registered or certified mail, postage prepaid, to the registered owners of Bonds to be redeemed at their addresses as shown on the Register not less than twenty days prior to the redemption date, or thirty days in the case of Bonds in the Fixed Rate Mode, or upon such other notice as is required by law. (b) Failure to give notice in the manner prescribed hereunder with respect to any Bond, or any defect in such notice, shall not affect the validity of the proceedings for redemption for any Bond with respect to which notice was properly given. Upon the happening of the above conditions and if sufficient moneys are on deposit with the Paying Agent or the Tender Agent on the applicable redemption date to redeem the Bonds to be redeemed and to pay interest due thereon, the Bonds thus called shall not, after the applicable redemption date, bear interest, be protected by this Resolution or be deemed to be Outstanding under the provisions of this Resolution. (c) If any Bond is transferred or exchanged on the Register by the Registrar after notice has been given calling such Bond for redemption, the Paying Agent or the Registrar will attach a copy of such notice to the Bond issued in connection with such transfer. E -22 • • • /! -3I Each notice of redemption shall specify the date fixed for redemption, the principal amount of Bonds or portions thereof to be redeemed, the redemption price, the place or places of payment, that payment of the principal amount and premium, if any, will be made upon presentation and surrender to the Paying Agent or Tender Agent, as appropriate of the Bonds to be redeemed, that interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest on Bonds which have been redeemed will cease to accrue. If less than all the Outstanding Bonds are to be redeemed, the notice of redemption shall specify the numbers of the Bonds or portions thereof to be redeemed. Section 3.05. Bonds Due and Payable on Redemption Date; Interest Ceases To Accrue. On the redemption date specified in the notice of redemption, funds sufficient to redeem all the Bonds called for redemption at the appropriate redemption price shall be on deposit with the Paying Agent. On the redemption date the principal amount of each Bond to be redeemed, together with the accrued interest thereon to such date, shall become due and payable; and, from and after such date, the deposit having been made in accordance with the provisions of this Article I11, then, notwithstanding that any Bonds called for redemption shall not have been surrendered, no further interest shall accrue on any of such Bonds. From and after such date of .redemption (such deposit having been made) the Bonds to be redeemed shall not be deemed to be Outstanding hereunder, and the City shall be under no further liability in respect thereof. Section 3.06. Cancellation. All Bonds which have been redeemed, and all Bonds delivered by the City for cancellation shall be canceled and destroyed by the Registrar and a certificate of destruction shall be delivered to the City. Section 3.07. Partial Redemption of Bonds. Upon surrender of any Bond for redemption in part only, the City shall execute and the Authenticating Agent shall authenticate and deliver to the registered owner thereof, the cost of which shall be paid by the City, a new Bond or Bonds of an Authorized Denominations of the same mode in an aggregate principal amount equal to the portion of the Bond not redeemed. [The balance of this page is intentionally left blank.] E -23 ARTICLE IV Tender and Purchase ARTICLE IV Tender and Purchase Section 4.01. Mandatory Tender of Bonds. Except after the Liquidity Facility Termination Date, the Bonds are subject to mandatory tender and shall be purchased by the Tender Agent from the sources and as provided in Section 4.04 of this Resolution on any Mandatory Tender Date as follows: (a) All Bonds which have been selected for conversion to the Faxed -Rate Mode at the election of the City are subject to mandatory tender and purchase on the Proposed Conversion Date. Notice of such mandatory tender and purchase shall be given as provided in Section 2.04(d) hereof. (b) All Bonds which are in the Variable Rate Mode are subject to mandatory tender and purchase on the Liquidity Facility Termination Date. Notice of such mandatory tender and purchase shall be given as provided in Section 2.04(e) hereof. (c) All Bonds which are in the Variable Rate Mode are subject to mandatory tender and purchase on any Substitution Tender Date. Notice of such mandatory tender and purchase shall be given as provided in Section 12.03 of this Resolution. Section 4.02. No Waiver of Mandatory Purchase. If Bonds are subject to mandatory purchase on a Proposed Conversion Date, Liquidity Facility Termination Date or a Substitution Tender Date, the owner of any Bond shall not have any right to waive such purchase. Section 4.03. Tender Agent. The City hereby appoints U.S. Bank Trust National Association to act as Tender Agent in connection with optional and mandatory tenders of the Bonds. It is hereby recognized that provision for such Tender Agent will benefit the Bondholders and, in certain circumstances, the Bank. Consequently, it is agreed that the Tender Agent's obligations shall be enforceable by (a) the City, (b) the Bondholders or (c) the Bank, as the case may be. Section 4.04. Tender and Purchase of Bonds. (a) Bonds for which an Optional Tender Notice has been received and Bonds which are subject to mandatory tender shall be purchased from the owners thereof on the Optional Tender Date or Mandatory Tender Date, as the case may be, at the Purchase Price which shall be payable solely from the following sources and in the order of priority listed: (1) proceeds of the remarketing or purchase of Bonds pursuant to the Remarketing Agreement; (2) amounts drawn under the Liquidity Facility; (3) with respect to that portion of the Purchase Price consisting of accrued interest, moneys furnished to the Tender Agent by the City for such purpose; and (4) if a Special Event of Default has occurred, money furnished to the Tender Agent by the City for the principal portion of the Purchase Price. E -24 11 3 (b) Upon receipt of an Optional Tender Notice and at least five Business Days before each Mandatory Tender Date, the Tender Agent shall give Immediate Notice to the City of the amount of accrued interest payable as part of the Purchase Price of the Bonds to be purchased by the Tender Agent on the Optional Tender Date or Mandatory Tender Date specified in the notice, which notice shall assume, in the case of Bonds bearing interest at the Index Rate or the Variable Rate, that the Bonds will bear interest at the Maximum Rate from the date of such notice to the Optional Tender Date or Mandatory Tender Date. No later than 3:00 p.m., Minneapolis time on the second Business Day prior to the Optional Tender Date or Mandatory Tender Date, the Tender Agent shall notify the Bank of such date and the principal amount of Bonds to be purchased in the form and manner required by Section 2.01(a)(i) of the Liquidity Facility so that it is received by the Bank not later than 3:00 p.m. Minneapolis time. The Tender Agent shall also notify the City by Immediate Notice by 11:00 a.m., Minneapolis time on the Optional Tender Date or Mandatory Tender Date of the amount of accrued interest on the Bonds to be purchased on such date, if any, for which funds have not theretofore been deposited in the Purchase Fund by the Remarketing Agent. (c) At or prior to 1,:00 p.m. Minneapolis time on the Optional Tender Date or Mandatory Tender Date the City shall deliver to the Tender Agent, in immediately available funds, the amount of accrued interest on the Bonds to be purchased on such date and, if a Special Event of Default has occurred, the principal amount of Bonds to be purchased, if any, for which funds have not theretofore been deposited in the Purchase Fund by the Remarketing Agent. Such amount may be derived either from transfer of amounts on deposit in the Bond Fund or from other funds of the City. (d) At or prior to 10:30 a.m., Central Standard Time, on each Optional Tender Date and on each Mandatory Tender Date, the Remarketing Agent will give Immediate Notice to the Tender Agent specifying the principal amount of Bonds, if any, which have been remarketed and the amount of Bonds which have not been remarketed. If all or a portion of the Bonds have not been remarketed, the Tender Agent shall give Immediate Notice thereof to the Bank and the City. The Tender Agent shall, on such Optional Tender Date or Mandatory Tender Date, draw funds under the Liquidity Facility in accordance with the terms of the Liquidity- Facility in an amount equal to the principal amount of the Bonds subject to purchase less amounts on deposit and available therefor in the Purchase Fund. In order to effectuate a draw to pay the principal portion of the Purchase Price of such Bonds, the Tender Agent shall notify the Bank in the manner provided in the Liquidity Facility so that the required notice is received by 1:00 p.m., Minneapolis time, on the Optional Tender Date or Mandatory Tender Date of the amount of remarketing proceeds which were on deposit in the Purchase Fund at 11:30 a.m. Central Standard Time on the Optional Tender Date or Mandatory Tender Date. (e) The Remarketing Agent shall deliver to the Tender Agent, no later than 11:30 a.m., Central Standard Time, on each such Optional Tender Date or Mandatory Tender Date, in immediately available funds, an amount equal to the principal amount of Bonds set forth in the Remarketing Agent's notice as having been remarketed plus accrued interest to, but not including, such date. (f) If on any Optional Tender Date or Mandatory Tender Date the Tender Agent is required to draw funds under the Liquidity Facility in order to provide for all or a portion of the principal portion of the Purchase Price, the Tender Agent shall immediately register in the name of the Bank or its nominee the principal amount of Bonds which is equal to the amount drawn under the Liquidity Facility to pay the principal portion of such Purchase Price and hold such Bonds as agent for the Bank under the Liquidity Facility. No Bank Bond shall be released until a corresponding amount of the Liquidity Facility has been reinstated by the Bank. If on any Optional Tender Date or Mandatory Tender Date the E -25 (,-3� City has deposited funds pursuant to Section 4.04(a)(4) for the principal portion of the Purchase Price, • the Tender Agent shall at the direction of the City either cancel the Bonds purchased with such funds or register a like amount of Bonds in the name of the City or its nominee. (g) The Tender Agent shall pay the Purchase Price for each Bond at or prior to 2:00 p.m., Central Standard Time, on the Tender Date only after receipt of such Bond prior to 1:00 p.m., Central Standard Time, properly endorsed either in blank or to the Tender Agent. Payment of the Purchase Price of any Bond tendered for purchase shall be made in immediately available funds in such manner as such Bondholder and the Tender Agent shall agree. • Section 4.05. Purchase Fund. The Purchase Fund shall be held by the Tender. Agent, and upon receipt of the proceeds of a remarketing of Bonds, the Tender Agent shall deposit such money in the Purchase Fund for application to the Purchase Price of the Bonds. Upon receipt of moneys from the Bank upon a draw on the Liquidity Facility or from the City to be used to purchase Bonds, the Tender Agent shall deposit such money in the Purchase Fund for application to the Purchase Price of the Bonds to the extent that the moneys on deposit in the fund from the remarketing of Bonds shall not be sufficient. Upon the receipt of the proceeds of a remarketing or placement of Bank Bonds, the Tender Agent shall immediately pay such proceeds to the Bank to the extent of any amount owing to the Bank. On any Optional Tender Date or Mandatory Tender Date, the Tender Agent shall transfer on the Register ownership of all of the Bonds tendered or required to be tendered to the name of the purchaser thereof, including without limitation, registration of Bank Bonds in the name of the Bank or its nominee and, unless the City directs cancellation thereof, registration of any Bonds purchased with funds provided by the City in the name of the City or its nominee. From and after such dates, interest on such Bonds shall be payable solely to such purchaser, its transferees or the successors thereto. On any Optional Tender Date or Mandatory Tender Date, any funds remaining in the Purchase Fund after payment in full of the Purchase Price on all tendered Bonds on such date, shall be transferred to the Bank, but not in excess of the amount necessary to reimburse the Bank for the draw on the Liquidity Facility on such date;- and any excess after all such payments have been made shall be paid to the City. Amounts held by the Tender Agent to pay the Purchase Price of the Bonds shall be held uninvested or shall be invested in direct obligations of or obligations the principal of and interest on which is fully guaranteed by the United States of America and which in either case may be liquidated at the original principal amount thereof on no more than one Business Day's prior notice. Amounts held to pay the Purchase Price for more than three (3) years shall be applied as provided under Section 10.03 hereof. [The balance of this page is intentionally left blank.] E -26 //,3S' ARTICLE V Disposition of Pledged Revenues ARTICLE V Disposition of Pledged Revenues Section 5.01 Bond Fund. The City hereby establishes and shall maintain, so long as any of the Bonds are outstanding, with the Paying Agent a separate account to be designated "City of Richfield Taxable Variable Rate Demand General Obligation Bonds (Richfield Rediscovered Project), Series 1999 Bond Fund" (herein called the "Bond Fund "). The City and Paying Agent shall deposit in the Bond Fund all payments made by the City pursuant to Section 6.01 hereof for payment of the principal of, premium, if any, and interest on the Bonds and all other moneys required to be deposited in the Bond Fund pursuant to any provision of this Resolution or the Bond Resolution, including any taxes levied and collected pursuant to the Bond Resolution. The moneys and investments on deposit in the Bond Fund are irrevocably pledged to and shall be used by the Paying Agent, from time to time, to the extent required: FIRST: For the payment of principal of, premium (if any) on and interest on the Bonds then due or to become due on the next Interest Payment Date or which have been called for prior redemption, as and when such principal, premium and interest shall become due and payable; and SECOND: To pay the reasonable expenses of the Paying Agent, Tender Agent, Remarketing Agent and fee for the use of any designated Index in connection with this Resolution. THIRD: To pay that portion of the Purchase Price of Bonds to be purchased in accordance with Sections 2.02 and 4.01 hereof which represents accrued interest and, but only if a Special Event of Default has occurred, principal. While the Bonds are in the Variable Rate Mode, the Paying Agent shall transmit to the Tender Agent from time to time the amounts on deposit in the Bond Fund which the Tender Agent determines to be required to pay interest on such Bonds when due. Section 5.02 Investment of Funds. Any moneys held as a part of the Bond Fund shall be invested or reinvested by the Paying Agent upon the request and direction of the Authorized City Representative, to the extent then permitted by law, in (i) bonds or other obligations of the United States of America, (ii) bonds or other obligations, the payment of the principal and interest of which is unconditionally guaranteed by the United States of America, (iii) obligations issued or guaranteed as to principal and interest by any agency or person controlled or supervised by and acting as an instrumentality of the United States of America, pursuant to authority granted by the Congress of the United States of America, and (iv) such other investments as may be permitted by Chapter 118A, Minnesota Statutes or successor law ( "Qualified Investments "). The type, amount and maturity of Qualified Investments shall conform to the instructions, if any, in the request of the Authorized City Representative. In the event the Authorized City Representative does not provide the Paying Agent with such request and direction, the Paying Agent shall, subject to any law then in effect to the contrary, invest all moneys on hand from time to time in any Qualified Investments. Investments permitted under this Section may be purchased from or through the Paying Agent or from or through any of its affiliates. Obligations so purchased shall be deemed at all times to be a part of the Bond Fund, but may from time to time be sold or otherwise converted into cash, whereupon the proceeds derived from such sale or E -27 conversion shall be credited to the Bond Fund. Any interest accruing on and any profit realized from such investment shall be credited to the Bond Fund, except as provided below. The Paying Agent shall redeem or sell, at the best price obtainable, any obligations so purchased, whenever it shall be necessary to do so in order to provide moneys to meet any payment from the Bond Fund. The Paying Agent shall not be liable for any loss resulting -from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. Investment of funds pursuant to this Section shall be limited as to amount and yield of investment in such manner that no part of the outstanding Bonds shall be deemed "arbitrage bonds" under Section 148 of the Internal Revenue Code and regulations thereunder. In addition to deposits in the Bond Fund, the Paying Agent shall accept any funds deposited with the Paying Agent to pay the costs of issuance of the Bonds and, to the extent of funds available, pay such costs at the direction of the City. [The balance of this page is intentionally left blank.] E -28 // -37 ARTICLE VI Particular Covenants of the City ARTICLE VI Particular Covenants of the City The City covenants and agrees, so long as the Bonds shall be outstanding and subject to the limitations on its obligations herein set forth, that: Section 6.01 Payment of Bonds; Pledge of Full Faith and Credit. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution and the Bond Resolution and in each and every Bond executed, authenticated and delivered hereunder; will deposit in the Bond Fund all taxes required to be levied under the Bond Resolution; will promptly pay the principal of, premium, if any, on and interest on every Bond issued hereunder on the dates, at the places and in the manner prescribed in the Bonds and will promptly pay that portion of the Purchase Price of the Bonds to be purchased under Sections 2.02 and 4.01 hereof representing accrued interest, and, but only if a Special Event of Default has occurred, principal, in each case, to the extent not paid, from remarketing proceeds, in any coin or currency of the United States of America which, on the respective dates of payment of such principal and interest, is legal tender for the payment of public and private debts; and will cause such amounts to be deposited with the Paying Agent or Tender Agent, as the case may be, sufficiently prior to the due date of each such installment of principal and interest and prior to the maturity of any Bond in amounts sufficient to pay such interest, installment or Bond to the end that the Paying Agent and Tender Agent shall have on deposit and may cause to be placed in any other bank of payment specified herein and in the Bonds, on time, funds necessary for payment of principal, premium and interest and the portion of the Purchase Price of Bonds to be purchased under Sections 2.02 and 4.01 representing accrued interest (and principal if a Special Event of Default has occurred); and for the full and prompt payment of such principal and interest when due the full faith and credit of the City is hereby irrevocably pledged and the City shall, if necessary for such purpose, levy a direct ad valorem tax on all taxable property in the City without limitation as to rate or amount. Section 6.02 Extensions of Payments of Bonds. It shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds, or the time of payment of any of the claims for interest by the purchase or refunding of such Bonds or claims for interest or by any other arrangement; and in case the maturity of any of the Bonds, or the time for payment of any such claims for interest shall be extended, such Bonds and claims for interest shall not be entitled in case of any default hereunder to the benefit of the Resolution or to any payment out of any assets of the City or the funds (except funds held in trust by the Paying Agent for the payment of particular Bonds or claims for interest pursuant to this Resolution) held by the Paying Agent except subject to the prior payment of the principal of all Bonds issued and outstanding hereunder, the maturity of which Bonds or principal installments has not been extended, and of such portion of the accrued interest on the Bonds as shall not be represented by such extended claims for interest. Nothing in this Section shall, however, be deemed to limit the right of the City to fund or refund at one time all of such Bonds and claims for interest. Section 6.03 Authority of the City. It is duly authorized under the Constitution and Laws of the State of Minnesota to create and issue the Bonds, to execute this Resolution and assign and pledge to the Paying Agent the Trust Estate and to make the covenants as herein provided. All necessary action and proceedings on its part to be taken for the creation and issuance of the Bonds and the execution and delivery of this Resolution have been duly and effectively taken and the Bonds in the hands of Holders E -29 is • thereof are and will be valid and enforceable general obligations of the City in accordance with their terms. E -30 //,39 ARTICLE VII Events of Default; Remedies on Default ARTICLE VII Events of Default; Remedies on Default Section 7.01 Events of Default. Each of the following events is hereby defined as, and is declared to be and to constitute, an "Event of Default ": (a) If default shall be made in the due and punctual payment of any interest on any Bond hereby secured and Outstanding; or (b) If default shall be made in the due and punctual payment of the principal, or redemption premium, if any, of any Bond hereby secured and Outstanding whether at the stated maturity thereof or at the date fixed for redemption thereof, or upon the maturity thereof by declaration; or (c) If an Act of Bankruptcy shall occur and be continuing. The Paying Agent shall provide written notice to the City, the Bank and the Remarketing Agent promptly upon receipt of actual notice of any of the events described in this Section 7.01. Section 7.02 Enforcement of Covenants and Conditions. In any case of Default or breach of any of the covenants and conditions of this Resolution,. or to protect the Trust Estate, the Paying Agent, anything herein contained to the contrary notwithstanding and without any request from any Bondholder (subject, however, to the provisions of Section 8.06 hereof), may take such action or actions for the enforcement of its rights and the rights of the Bondholders as due diligence, prudence and care would require and will pursue the same with like diligence, prudence and care. The Paying Agent may also enforce any such other appropriate legal or equitable remedy as the Paying Agent, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or any of the rights of the Bondholders. Section 7.03 Application of Moneys. All moneys received by the Paying Agent pursuant to any right given or action taken under the provisions of this Resolution, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Paying Agent, shall be deposited in the Bond Fund and all moneys in the Bond Fund maintained with the Paying Agent shall be applied as follows: FIRST: To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and SECOND: To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, then to the E -31 ( -OD 0 payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied by the Paying Agent pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Paying Agent shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Paying Agent shall apply such funds, it shall fix the date (which shall be an interest payment date) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Paying Agent shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Bond until such Bond shall be presented to the Paying Agent for appropriate endorsement or for cancellation if fully paid. Section 7.04 Right of Paving Agent to Act Without Possession of Bonds. All rights of action (including the right to file proof of claim) under this Resolution or under any of the Bonds may be enforced by the Paying Agent without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, and any such suit or proceeding instituted by the Paying Agent shall be brought in its name as Paying Agent, without the necessity of joining as plaintiffs or defendants any Holders of the Bonds hereby secured, and any recovery of judgment shall be for the equal benefit of the Holders of the outstanding Bonds, subject to the provisions of Section 6.02 hereof with respect to extended Bonds claims for interest. Section 7.05 Power of Maiority of Bondholders. Anything in this Resolution to the contrary notwithstanding, the Holders of a majority in aggregate principal amount of Bonds outstanding hereunder shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Paying Agent, to direct the method and place of conducting all proceedings to be taken under this Resolution provided that such direction shall not be otherwise than in accordance with the provisions of law and that the Paying Agent shall be indemnified as provided in Section 8.06 hereof. Section 7.06 Limitation on Suits by Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Resolution or for the execution of any trust hereof or for any other remedy hereunder, unless a Default has occurred of which the Paying Agent has been notified or of which it is deemed to have notice; nor unless also such Default shall have become an Event of Default and the Holders of percent ( %) in aggregate principal amount of Bonds outstanding hereunder shall have made written request to the Paying Agent and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; nor unless also they shall have offered to the Paying Agent indemnity as provided hereinafter; and such notification, request and offer of indemnity are hereby declared in every such case at the option of the Paying Agent to be conditions precedent to the execution of the powers and trusts of this Resolution, and to any action or cause of action for enforcement or for any other remedy hereunder; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever or to affect, disturb, or prejudice the lien of this Resolution by his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Holders of all Bonds outstanding hereunder. Nothing in this Resolution contained shall, however, affect or impair the right of • any Bondholder, which is absolute and unconditional, to enforce and bring suit for the payment of the principal of and interest on any Bond at and after the maturity thereof or the obligations of the City to E -32 pay the principal of and interest on each of the Bonds issued hereunder to the respective Holders thereof at the time and place in said Bonds expressed, in accordance with the terms of the Bonds. ir-4) Section 7.07 Waiver by Bondholders. The Paying Agent, upon the written request of the Holders of not less than a majority in principal amount of the Bonds at the time outstanding hereunder, shall waive any Default hereunder and its consequences, except a Default in the payment of the principal of the Bonds at the date of maturity specified therein; provided, however, that a Default in the payment of interest on the Bonds shall not be waived unless, prior to such waiver, all arrears of interest, and all expenses of the Paying Agent shall have been paid or shall have been provided for by deposit with the Paying Agent of a sum sufficient to pay the same. In case of any such waiver, the City, the Paying Agent and the Holders of the Bonds shall be restored to their former positions and rights hereunder respectively. No such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Section 7.08 Remedies Cumulative, Delay Not To Constitute Waiver. No right or remedy by the terms of this Resolution conferred upon or reserved to the Paying Agent (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Default or Event of Default hereunder, whether by the Paying Agent or by the Bondholders, shall extend to or shall affect any subsequent Default or Event of Default or shall impair any rights or remedies consequent thereon. Section 7.09 Restoration of Rights Upon Discontinuance of Proceedings. In case the Paying Agent or Bondholders shall have instituted proceedings to enforce any right under this Resolution and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Paying Agent or Bondholders, then and in every such case the City, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Paying Agent or Bondholders shal l continue as if no such proceedings had been taken. [The balance of this page is intentionally left blank.] 0 E -33 ,1(' L- a- payment ratably, according to the amount of principal due on such date, to the persons entitled thereto • without any discrimination or privilege. Whenever moneys are to be applied by the Paying Agent pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Paying Agent shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Paying Agent shall apply such funds, it shall fix the date (which shall be an interest payment date) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Paying Agent shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Bond until such Bond shall be presented to the Paying Agent for appropriate endorsement or for cancellation if fully paid. Section 7.04 Right of Paving Agent to Act Without Possession of Bonds. All rights of action (including the right to file proof of claim) under this Resolution or under any of the Bonds may be enforced by the Paying Agent without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, and any such suit or proceeding instituted by the Paying Agent shall be brought in its name as Paying Agent, without the necessity of joining as plaintiffs or defendants any Holders of the Bonds hereby secured, and any recovery of judgment shall be for the equal benefit of the Holders of the outstanding Bonds, subject to the provisions of Section 6.02 hereof with respect to extended Bonds claims for interest. Section 7.05 Power of Majority of Bondholders. Anything in this Resolution to the contrary • notwithstanding, the Holders of a majority in aggregate principal amount of Bonds outstanding hereunder shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Paying Agent, to direct the method and place of conducting all proceedings to be taken under this Resolution provided that such direction shall not be otherwise than in accordance with the provisions of law and that the Paying Agent shall be indemnified as provided in Section 8.06 hereof. Section 7.06 Limitation on Suits by Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Resolution or for the execution of any trust hereof or for any other remedy hereunder, unless a Default has occurred of which the Paying Agent has been notified or of which it is deemed to have notice; nor unless also such Default shall have become an Event of Default and the Holders of percent ( %) in aggregate principal amount of Bonds outstanding hereunder shall have made written request to the Paying Agent and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; nor unless also they shall have offered to the Paying Agent indemnity as provided hereinafter; and such notification, request and offer of indemnity are hereby declared in every such case at the option of the Paying Agent to be conditions precedent to the execution of the powers and trusts of this Resolution, and to any action or cause of action for enforcement or for any other remedy hereunder; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever or to affect, disturb, or prejudice the lien of this Resolution by his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Holders of all Bonds outstanding hereunder. Nothing in this Resolution contained shall, however, affect or impair the right of any Bondholder, which is absolute and unconditional, to enforce and bring suit for the payment of the principal of and interest on any Bond at and after the maturity thereof or the obligations of the City to E -32 I /- 143 pay the principal of and interest on each of the Bonds issued hereunder to the respective Holders thereof at the time and place in said Bonds expressed, in accordance with the terms of the Bonds. Section 7.07 Waiver by Bondholders. The Paying Agent, upon the written request of the Holders of not less than a majority in principal amount of the Bonds at the time outstanding hereunder, shall waive any Default hereunder and its consequences, except a Default in the payment of the principal of the Bonds at the date of maturity specified therein; provided, however, that a Default in the payment of interest on the Bonds shall not be waived unless, prior to such waiver, all arrears of interest, and all expenses of the Paying Agent shall have been paid or shall have been provided for by deposit with the Paying Agent of a sum sufficient to pay the same. In case of any such waiver, the City, the Paying Agent and the Holders of the Bonds shall be restored to their former positions and rights hereunder respectively. No such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Section 7.08 Remedies Cumulative, Delay Not To Constitute Waiver. No right or remedy by the terms of this Resolution conferred upon or reserved to the Paying Agent (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Default or Event of Default hereunder, whether by the Paying Agent or by the Bondholders, shall extend to or shall affect any subsequent Default or Event of Default or shall impair any rights or remedies consequent thereon. Section 7.09 Restoration of Rights Upon Discontinuance of Proceedinas. In case the Paying Agent or Bondholders shall have instituted proceedings to enforce any right under this Resolution and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Paying Agent or Bondholders, then and in every such case the City, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Paying Agent or Bondholders shall continue as if no such proceedings had been taken. [The balance of this page is intentionally left blank.] E -33 9 • ((,q ARTICLE VIII Concerning the Pang Agent, Tender Agent, Remarketing Agent ARTICLE VIII Concerning the Paying Agent, Tender Agent, Remarketing Agent Section 8.01 Acceptance of Trust and Prudent Performance Thereof. The Paying Agent, prior to the occurrence of an Event of Default and after the curing of all such Events of Default as may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Resolution. The Paying Agent shall during the existence of any such Event of Default (which has not been cured) exercise such of the rights and powers vested in it by this Resolution, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. The Paying Agent shall not be required to take notice or be deemed to have notice of any Default hereunder, except as provided in Section 7.01 hereof or unless the Paying Agent shall be specifically notified in writing of such Default by the Bank or by the Holders of at least ten percent (10 %) in aggregate principal amount of Bonds outstanding hereunder, and all notices or other instruments required by this Resolution to be delivered to the Paying Agent must, in order to be effective, be delivered at the office of the Paying Agent, and in the absence of such notice so delivered, the Paying Agent may conclusively assume that there is no Default, except as aforesaid. No provision of this Resolution shall be construed to relieve the Paying Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (a) prior to such an Event of Default hereunder, and after the curing of all such Events of Default which may have occurred: (1) the duties and obligations of the Paying Agent shall be determined solely by the express provisions of this Resolution, and the Paying Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Resolution, and no implied covenants or obligations shall be read into this Resolution against the Paying Agent, and (2) in the absence of bad faith on the part of the Paying Agent, the Paying Agent may conclusively rely, as to the truth of the statements and to the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Paying Agent conforming to the requirements of this Resolution; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Resolution; and (b) at all times, regardless of whether or not any such Event of Default shall exist: (1) the Paying Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Paying Agent unless it shall be proved that the Paying Agent was negligent in ascertaining the pertinent facts, and (2) the Paying Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of all the Bonds at the time outstanding relating to the time, method and E -34 place of conducting any proceeding for any remedy available to the Paying Agent, or exercising any trust or power conferred upon the Paying Agent under this Resolution. None of the provisions contained in this Resolution shall require the Paying Agent to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 8.02 Paying Agent May Rely pon Certain Documents and Opinions. Except as otherwise provided in Section 8.01, (a) the Paying Agent may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, election, order, certification or demand of the City shall be sufficiently evidenced by an instrument signed by an Authorized City Representative (unless otherwise in this Resolution specifically prescribed), and any resolution of the City may be evidenced to the Paying Agent by a Certified Resolution; (c) the Paying Agent may consult with counsel (who may be counsel for the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel; and (d) whenever, in the administration of the trusts of this Resolution, the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a Certificate of the City and such Certificate of the City shall, in the absence of negligence or bad faith on the part of the Paying Agent, be full warrant to the Paying Agent for any action taken or suffered by it under the provisions of this Resolution upon the faith thereof. Section 8.03 Paying Agent Not Responsible for Resolution Statements, Validity. The Paying Agent shall not be responsible for any recital or statement herein, or in the Bonds (except in respect of the certificate of the Paying Agent endorsed on such Bonds), or for the validity of the execution by the City of this Resolution or the validity or execution of the Liquidity Facility or the Bond Resolution or of any supplemental instrument, or for the sufficiency of the security of the Bonds issued hereunder or intended to be secured hereby, or for the value or title of any of the Trust Estate, or otherwise as to the maintenance of the security hereof, and the Paying Agent shall not be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement on the part of the City except as herein set forth, but the Paying Agent may require of the City full information and advice as to the performance of the covenants, conditions and agreements aforesaid and of the condition of the physical property included in the Trust Estate. The Paying Agent shall not be accountable for the use of any Bonds authenticated or delivered hereunder. E -35 4b Section 8.04 Limits on Duties and Liabilities of Paving_ Agent. The permissive right of the Paying Agent to do things enumerated in this Resolution shall not be construed as a duty of the Paying Agent and the Paying Agent shall be answerable only for its own negligence or willful default. The Paying Agent shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Section 8.05 Money Held in Trust. Money held by the Paying Agent hereunder is held in trust but need not be segregated from other funds except to the extent required by law. The Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the City. Section 8.06 Obligation of Pang Agent. The Paying Agent shall be under no obligation to institute any suit, or to take any proceeding under this Resolution, or to enter any appearance or in any way defend in any suit in which it may be defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall have reasonable grounds for believing that repayment of all costs and expenses, outlays and counsel fees and other reasonable disbursements in connection therewith and adequate indemnity against all risk and liability is reasonably assured to it; the Paying Agent may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Paying Agent, without assurance of reimbursement or indemnity, and in such case the Paying Agent shall be reimbursed for all costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. If the City shall fail to make such reimbursement, the Paying Agent may reimburse itself from any moneys in its possession under the provisions of this Resolution and shall be entitled to a preference therefor over any of the Bonds outstanding hereunder. Section 8.07 Notice to Bondholders. The Paying Agent shall give to the Holders of the Bonds written notice of all Defaults known to the Paying Agent by virtue of actual knowledge of a Responsible Officer, within sixty (60) days after the occurrence of an Event of Default, unless such Default shall have been cured before the giving of such notice. Section 8.08 Intervention in Judicial Proceedings. In any judicial proceeding to which the City is a party and which in the opinion of the Paying Agent has a substantial bearing on the interest of owners of Bonds issued hereunder, the Paying Agent may intervene on behalf of Bondholders and shall do so if requested by the owners of at least percent ( %) in the aggregate principal amount of Bonds outstanding hereunder. The rights and obligations of the Paying Agent under this Section are subject to the approval of the court having jurisdiction in the premises. Section 8.09 Further Investigation by Paving Agent. The resolutions, opinions, certificates and other instruments provided for in this Resolution may be accepted by the Paying Agent as conclusive evidence of the facts and conclusions stated therein and shall be in full warrant, protection and authority to the Paying Agent for its actions hereunder; but the Paying Agent may, in its unrestricted discretion, and shall, if requested in writing so to do by the Holders of not less than ten percent (10 %) in aggregate principal amount of Bonds outstanding hereunder, cause to be made such independent investigation as it may see fit, and in that event may decline to release any property, or pay over cash, or take other action unless satisfied by such investigation of the truth and accuracy of the matters so investigated. The expense of such investigation shall be paid by the City, or, if paid by the Paying Agent, shall be repaid to it with interest at a rate of interest equal to the interest rate publicly announced from time to time by the Paying Agent as its prime rate, by the City or from the Trust Estate. E -36 Section 8.10 Paving Agent to Retain Financial Records. The Paying Agent shall retain all financial statements furnished by the City in accordance with this Resolution so long as any of the Bonds shall be outstanding. Section 8.11 Compensation of Paving Agent. All advances, counsel fees and other expenses reasonably made or incurred by the Paying Agent in and about the execution of the trust hereby created and reasonable compensation to the Paying Agent for its services in the premises shall be paid by the City. The compensation of the Paying Agent shall not be limited to or by any provision of law in regard to the compensation of Paying Agents of an express trust. If not paid by the City, the Paying Agent shall have a first lien on all sums held by it under the terms of this Resolution with right of payment prior to payment on account of interest or principal of any Bond :issued hereunder, for reasonable compensation, expenses, advances and counsel fees incurred in and about the execution of the trusts hereby created and exercise and performance of the powers and duties of the Paying Agent hereunder and the cost and expense incurred in defending against any liability in the premises of any character whatsoever (unless such liability is adjudicated to have resulted from the negligence or willful default of the Paying Agent). Section 8.12 Pawing Agent May Hold Bonds. The Paying Agent and its officers and directors may acquire and hold, or become the pledgee of, Bonds and otherwise deal with the City in the same manner and to the same extent and with like effect as though it were not Paying Agent hereunder. Section 8.13 AARnointment of Paving Agent. There shall at all times be a Paying Agent hereunder which shall be an association or corporation organized and doing business under the laws of the United States of America or any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least Ten Million Dollars ($10,000,000), and subject to supervision or examination by Federal or State authority. As to such Paying Agent, no bond shall be required under the provisions of Minnesota Statutes, Section 303.25, subdivision 3. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Paying Agent shall cease to be eligible in accordance with the provisions of this Section, and another association or corporation is eligible, the Paying Agent shall resign immediately in the manner and with the effect specified in Section 8.16 hereof. Section 8.14 Merger of Pang Agent. Any corporation or association into which the Paying Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association, resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Paying Agent hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 8.15 Resignation or Removal of Paying Agent. The Paying Agent may resign and be discharged from the trusts created by this Resolution by giving to the City and the Bank thirty days' notice in writing, and to the Bondholders notice by certified or registered mail addressed to each Bondholder at its or his address as set forth on the registration books, of such resignation, specifying a date when such resignation shall take effect. Such resignation shall take effect on the day specified in such notice, unless previously a successor Paying Agent shall have been appointed by the Bondholders as E -37 1(- 4 hereinafter provided, in which event such resignation shall take effect immediately on the appointment of • such successor Paying Agent, or unless the City has failed to appoint a successor Paying Agent under Section 8.16, in which case the resignation shall not take effect until the effective date of the appointment of a successor. Any Paying Agent hereunder may be removed at any time by an instrument or instruments in writing, appointing a successor to the Paying Agent so removed, filed with the Paying Agent and executed by the Holders of a majority in principal amount of the Bonds hereby secured and then outstanding. Section 8.16 Appointment of Successor Paving Agent. In case at any time the Paying Agent shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Paying Agent or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Paying Agent or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Paying Agent hereunder, and a successor may be appointed by the Holders of a majority in principal amount of the said Bonds hereby secured and then outstanding, by an instrument or instruments in writing filed with the Paying Agent and the Bank and executed by such Bondholders, notification thereof being given to the City, but until a new Paying Agent shall be appointed by the Bondholders as herein authorized, the City shall, subject to the provisions hereof, immediately appoint a Paying Agent to fill such vacancy. After any such appointment by the City, it shall cause notice of such appointment to be published at least once within thirty days of such appointment in a Financial Journal, but any new Paying Agent so appointed by the City shall immediately and without further act be superseded by a Paying Agent appointed in the manner above provided by the Holders of a majority in principal amount of said Bonds whenever such appointment by said Bondholders shall be made. If, in a proper case, no appointment of a successor Paying Agent shall be made pursuant to the foregoing provisions of this Section within six months after a vacancy shall have occurred in the office of Paying Agent, the Holder of any Bond hereby secured or any retiring Paying Agent may apply to any court of competent jurisdiction. to appoint a successor Paying Agent. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Paying Agent. Section 8.17 Transfer of Rights and Property To Successor Paving Agent. Every successor Paying Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the City an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the City or of its successor execute and deliver an instrument transferring to such successor all the estate, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Paying Agent shall deliver all securities and moneys held by it as Paying Agent hereunder to its successor. Should any assignment, conveyance or instrument in writing from the City be required by any successor Paying Agent for more fully and certainly vesting in such successor Paying Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Paying Agent, any and all such assignments, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the City. The resignation of any Paying Agent and the instrument or instruments removing any Paying Agent and appointing a successor hereunder, together with all assignments, conveyances and other instruments provided for in this Article shall, at the expense of the City, be forthwith filed and/or recorded by the successor Paying Agent in each recording office where the Resolution shall have been filed and/or recorded. E -38 If-qq . Section 8.18 Co- Paving Agent. (a) If, by any present or future law in any jurisdiction in which it may be necessary for the Paying Agent to perform any act in the execution of the trusts hereby created, as Paying Agent, and the Paying Agent or its successor or successors, may be incompetent or unqualified to act as such Paying Agent, then an individual or other Co- Paying Agent may appointed hereunder, with full power and authority to perform all the acts required to be performed in such jurisdiction, to the extent of said disqualification, in the execution of the trusts hereby created, and such acts shall and will be performed by said Co- Paying Agent, or his successor or successors acting alone. The rights, powers and obligations of U.S. Bank Trust National Association and its successors as Paying. Agent hereunder shall inure to the benefit of and be binding on such Co- Paying Agent and his successors as Co- Paying Agent and, in that connection, each reference herein to the Paying Agent shall, unless the context otherwise requires, be deemed to refer as well to the Co- Paying Agent. (b) Anything in the preceding paragraph to the contrary notwithstanding, the Co- Paying Agent and his successors shall act subject to the following conditions and provisions, namely: (1) The Bonds shall be authenticated and delivered and all rights, powers, trusts, duties and obligations by this Resolution conferred upon the Paying Agent in respect of the custody, control or management of moneys, papers, securities and other personal property shall be exercised, solely by the Paying Agent. (2) All rights, powers, trusts, duties and obligations conferred or imposed upon the Paying Agent hereunder shall be conferred or imposed upon and exercised or performed by the Paying Agent, or by the Paying Agent and the Co- Paying Agent or by a separate Paying Agent or separate Paying Agents jointly, if so provided in any instrument appointing such Co- Paying Agent or separate Paying Agent or Paying Agents, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Paying Agent shall be incompetent or unqualified to perform such act or acts or incompetent to bring suit to enforce the terms hereof in which event such act or acts shall be performed by the Co- Paying Agent or separate Paying Agent or Paying Agents. (3) Any request in writing by the Paying Agent to any Co- Paying Agent or separate Paying Agent to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by the Co- Paying Agent or separate Paying Agent. (4) Any Co- Paying Agent or separate Paying Agent may delegate to the Paying Agent the exercise of any right, power, trust, duty or obligation, discretionary or otherwise. (5) The Paying Agent at any time, by an instrument in writing, with the concurrence of the City, may accept the resignation of or remove any Co- Paying Agent or separate Paying Agent appointed under this Section and in case an Event of Default shall have occurred and be continuing, the Paying Agent shall have power to accept the resignation of, or remove, any such Co- Paying Agent or separate Paying Agent without the concurrence of the City. Upon the request of the Paying Agent, the City shall join with the Paying Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. (6) No Paying Agent hereunder shall be personally liable by reason of any act or omission of any other Paying Agent hereunder. E -39 • (7) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Paying Agent shall be deemed to have been delivered to each such Co- Paying Agent or separate Paying Agent. (8) Any moneys, papers, securities or other items of personal property received by any such Co- Paying Agent or separate Paying Agent hereunder shall forthwith, so far as may be permitted by law, be turned over to the Paying Agent. (c) Any Co- Paying Agent shall be vested, jointly with the Paying Agent, with title to the Trust Estate and with the rights, powers and duties herein provided. Upon the acceptance in writing of such appointment by the Co- Paying Agent or any separate Paying Agent, it or he shall be vested with such title to the Trust Estate or any part thereof, and with such rights, powers, duties and obligations, as shall be specified in any instrument of appointment jointly with the Paying Agent (except insofar as local law makes it necessary for any such Co- Paying Agent or separate Paying Agent to act alone) subject to all the terms of this Resolution. Every such acceptance shall be filed with the Paying Agent. Any Co- Paying Agent or separate Paying Agent may, at any time by an instrument in writing, constitute the Paying Agent, its or his attorney -in -fact and agent, with full power and authority to do all acts and things and to exercise all discretion on its or his behalf and in its or his name. In case any Co- Paying Agent or separate Paying Agent shall die, become incapable of acting, resign or be removed, the title to the Trust Estate, and all rights, powers, trusts, duties and obligations of said Co- Paying Agent or separate Paying Agent shall, so far as permitted by law, vest in and be exercised by the Paying Agent unless and until a successor Co- Paying Agent or separate Paying Agent shall be appointed in the manner herein provided. Section 8.19. Remarketina Agent. U.S. Bancorp Piper Jaffray Inc. is hereby appointed the Remarketing Agent. Upon the resignation or removal of the Remarketing Agent prior to the Conversion Date, the City shall appoint a successor Remarketing Agent for the Bonds, subject to the conditions set forth in Section 8.20 hereof. Any successor Remarketing Agent shall designate to the Paying Agent its principal office for purposes hereof, which shall be the office of such Remarketing Agent at which all notices and other communications in connection herewith may be delivered to it, and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the City and the Paying Agent under which such Remarketing Agent will agree particularly to (i) use its best efforts to sell any Bond delivered to the Tender Agent for purchase pursuant to Article IV and any Bank Bonds, and (ii) keep books and records with respect to its activities hereunder available for inspection by the City and the Paying Agent at all reasonable times. Section 8.20 Oualifications of Remarketing Agent: Resignation; Removal. The Remarketing Agent shall be an institution authorized by law to perform all the duties imposed upon it by this Resolution. Section 8.21 Rights and Duties of Tender Agent. U.S. Bank Trust National Association is hereby appointed the Tender Agent for the Bonds. U.S. Bank Trust National Association hereby accepts such appointment and agrees to perform all of the duties of the Tender Agent set forth herein. The Tender Agent shall: E -40 • (a) hold all Bonds delivered to it pursuant to Sections 2.02 and 4.01 in trust solely for the benefit of the respective Bondholders which shall have tendered such Bonds for purchase until payment of the purchase price with respect to such Bonds, and; (b) hold all moneys delivered to it hereunder for the purchase of Bonds in trust solely for the benefit of the Holders which shall have tendered or deemed to have tendered such Bonds for purchase until such moneys shall have been delivered to or for the account of such Bondholders. In purchasing Bonds hereunder, the Tender Agent shall be acting as a conduit and shall not be purchasing Bonds for its own account and, in the absence of written notice from the Paying Agent or the Bank, shall be entitled to assume that any Bond tendered to it, or deemed tendered to if for purchase, is entitled under this Resolution to be so purchased. The City shall cooperate with the Paying Agent and the Bank to cause the necessary arrangements to be made and thereafter to be continued whereby funds will be made available for payment of the purchase price of the Bonds to be purchased pursuant to Sections 2.02 and 4.01 hereof. The rights, duties, obligations, immunities and the standard of care of the Tender Agent in the performance of its role hereunder shall be governed by and construed in accordance with the laws of the jurisdiction in which is located its Principal Office. Section 8.22 Resignation or Removal; Appointment of Successor. The Tender Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least sixty (60) days' written notice to the City, the Remarketing Agent, the Bank and the Paying Agent. The Tender Agent may be removed, with the prior consent of the Bank, which consent shall not be unreasonably withheld, at any time by an instrument, signed by the City, filed with the Tender Agent and the Paying Agent. Notwithstanding the foregoing, if the Tender Agent and Paying Agent are the same, resignation or removal of the Tender Agent shall not become effective until appointment of a successor Tender Agent. In the event of the resignation or removal of the Tender Agent prior to the Conversion Date, the City shall appoint as its successor a bank or trust company meeting the same requirements applicable to the Paying Agent set forth in Section 8.13 hereof and qualified to perform the duties of Tender Agent, and the Tender Agent shall pay over, assign and deliver any moneys or Bonds held by it in such capacity to such successor or, if there be no successor, to the Paying Agent. Any such successor shall be approved by the Bank and shall agree to be bound by all of the provisions of the Liquidity Facility. If the City shall fail to appoint a Tender Agent hereunder, or in the event that the Tender Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Tender Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the City shall not have appointed a successor Tender Agent, the Paying Agent shall ipso facto be deemed to be the Tender Agent for all purposes of this Resolution until the appointment by the City of a successor Tender Agent. [The balance of this page is intentionally left blank.] E -41 is ARTICLE IX Concerning the Bondholders ARTICLE IX Concerning the Bondholders Section 9.01 Execution of Instruments by Bondholders. Any request, direction, consent or other instrument in writing required by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by agent duly appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the Paying Agent with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments of deeds to be recorded within such jurisdiction, to the effect that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution. (b) The ownership of Bonds shall be proved by the registration books kept under the provisions of this Resolution. Nothing contained in this Article shall be construed as limiting the Paying Agent to the proof above specified, it being intended that the Paying Agent may accept any other evidence of the matters herein stated which to it may seem sufficient. Section 9.02 Waiver of Notice. Any notice or other communication required by this Resolution to be given by delivery, publication or otherwise to the Bondholders or any one or more thereof may be waived, at any time before such notice or communication is so required to be given, by a writing mailed or delivered to the Paying Agent by the Holder or Holders of all of the Bonds entitled to such notice or communication. Section 9.03 Determination of Bondholder Concurrence. In determining whether the Holders of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Resolution, Bonds which are owned by the City shall be disregarded and deemed not to be outstanding for the purpose of any such determination, provided that for the purpose of determining whether the Paying Agent shall be protected in relying on any such demand, request, direction, consent or waiver only Bonds which the Paying Agent knows to be so owned shall be disregarded. Bonds so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Paying Agent the pledgee's right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by or under common control with the City. In case of a dispute as to such right, any decision by the Paying Agent taken upon the advice of counsel shall be full protection to the Paying Agent. Section 9.04 Bondholders' Meeting. A meeting of the Bondholders may be called at any time and from time to time for any of the following purposes: E -42 4-53 (1) to give any notice to the City or to the Paying Agent, or to give any direction to the Paying Agent, or to make any request of the Paying Agent, or to consent to the waiving of any Default hereunder and its consequences, or to take any other action authorized to be taken by Bondholders pursuant to any of the provisions of Article VII hereof; (2) to remove the Paying Agent or appoint a successor Paying Agent pursuant to the provisions of Article VIII hereof; (3) subject to Article XI hereof, to consent to the execution of an Resolution or Resolutions supplemental hereto; (4) subject to Article XII hereof, to consent to any amendment of the Liquidity Facility or to any instrument supplemental to the Liquidity Facility; or (5) to take any other action authorized to be taken by or on behalf of the Holders of any percentage of the outstanding Bonds under any other provisions of this Resolution or under applicable law. Any Bondholders' meeting may be called and held as follows: (a) A meeting of Bondholders may be held at such place within the City or in the city where the Paying Agent has its principal office as the Paying Agent or, in case of its. failure to act, the City or Bondholders calling the meeting shall prescribe. (b) Notice of every meeting of Bondholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed by the Paying Agent, postage prepaid, to each owner of Bonds. (c) In case at any time the City, pursuant to a Certified Resolution, or the Holders of at least ten percent ( %) in aggregate principal amount of the Bonds then outstanding, shall have requested the Paying Agent to call a meeting of the Bondholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Paying Agent shall not have made the first giving of the notice of such meeting within twenty days after receipt of such request, then the City or the - Holders of Bonds in the amount above specified may call such meeting to take any action authorized in this Section by giving notice thereof as provided in paragraph (b) of this Section. (d) Only a Holder of one or more Bonds or a person appointed as proxy by an instrument in writing of such Holder shall be entitled to vote at or to participate with their counsel and the representatives of the Paying Agent or the City in such meeting. Each Holder shall be entitled to one vote for each $1,000 in principal amount of outstanding Bonds held. (e) The Paying Agent or, in case of its failure to act, the City or Bondholders calling or requesting the meeting, may make such reasonable regulations as it may deem advisable for any meeting of Bondholders in regard to proof of the holding of Bonds and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. E -43 I]J' I (f) At any meeting of Bondholders, the presence of persons holding or representing Bonds in an aggregate principal amount sufficient under the appropriate provision of this Resolution to take action upon the business for the transaction of which such meeting was called shall constitute a quorum. Any meeting of Bondholders duly called pursuant to this Section may be adjourned from time to time by vote of the Holders (or proxies for the Holders) of a majority of the Bonds represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice. (g) The vote upon any resolution submitted to any meeting of Bondholders shall be by written ballots on which shall be subscribed the signatures of the Holders of Bonds or of their representatives by proxy and the serial number or numbers of the Bonds held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Bondholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published or mailed as provided in paragraph (b) hereof. Each copy shall be signed and verified by the affidavits of the chairman and secretary of the meeting and one such copy shall be delivered to the City and another to the Paying Agent to be preserved by the Paying Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 9.05 Revocation by Bondholders. At any time prior to (but not after) the evidencing to the Paying Agent of the taking of any action by the Holders of the percentage in aggregate principal amount of the Bonds specified in this Resolution in connection with such action, any Holder of a Bond may, by filing written notice with the Paying Agent at its principal office, revoke any consent given by such Holder or the predecessor Holder of such Bond. Except as aforesaid, any such consent given by the Holder of any Bond shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Bond and of any Bond issued in exchange therefor or in lieu thereof, irrespective of whether or not any notation in regard thereto is made upon such Bond. Any action taken by the Holders of the percentage in aggregate principal amount of the Bonds specified in this Resolution in connection with such action shall be conclusively binding upon the City, the Paying Agent and the Holders of all the Bonds. [The balance of this page is intentionally left blank] E -44 • is ARTICLE X Payment, Defeasance and Release ARTICLE X Payment, Defeasance and Release Section 10.01 Payment and Discharge of Resolution. If the City shall (a) pay or cause to be paid the principal of and premium, if any, and interest on the Bonds at the time and in the manner stipulated therein and herein, or (b) provide for the payment of principal and premium, if any, of the Bonds and interest thereon by depositing with the Paying Agent at or at any time before maturity funds sufficient either in cash or in direct obligations of or obligations the principal of and interest on which is fully guaranteed by the United States of America the principal and interest on which when due and payable (or redeemable at the option of the holder thereof) and without consideration of any reinvestment thereof shall be sufficient to pay the entire amount due or to become due thereon for principal and premium, if any, and interest to maturity of all said Bonds outstanding, and, if the Bonds are in the Variable Rate Mode, the City shall have submitted to the Paying Agent written evidence from each Rating Agency then rating the Bonds that the ratings assigned to the Bonds will not be reduced or withdrawn as a result thereof, or (c) deliver to the Paying Agent (1) proof satisfactory to the Paying Agent that notice of redemption of all of the outstanding callable Bonds not surrendered or to be surrendered to it for cancellation has been given or waived as provided in Article III hereof, or that arrangements satisfactory to the Paying Agent have been made insuring that such notice will be given or waived, or (2) a written instrument executed by the City under its official seal and expressed to be irrevocable, authorizing the Paying Agent to give such notice for and on behalf of the City, or (3) file with the Paying Agent a waiver of such notice of redemption signed by the Holders of all of such outstanding Bonds, and in any such case, deposit with the Paying Agent funds before the date on which such Bonds are to be redeemed, as provided in said Article III, constituting the entire amount of the redemption price, including accrued interest, and premium, if any, either in cash or direct obligations of or obligations the principal of and interest on which is fully guaranteed by the United States of America (which do not permit the redemption thereof at the option of the issuer) in such aggregate face amount, bearing interest at such rates and maturing at such dates as shall be sufficient to provide for the payment of such redemption price on the date such Bonds are to be redeemed, and on such prior dates when principal of and interest on the outstanding Bonds is due and payable, and, if the Bonds are in the Variable Rate Mode, the City shall have submitted to the Paying Agent written evidence from each Rating Agency then rating the Bonds that the ratings assigned to the Bonds will not be reduced or withdrawn as a result thereof, or (d) surrender to the Paying Agent for cancellation all Bonds, for which payment is not so provided, and shall also pay all other sums due and payable hereunder by the City, then and in that case, all the Trust Estate shall revert to the City, and the entire estate, right, title and interest of the Paying Agent and of the owners of the Bonds shall thereupon cease, determine and become void; and the Paying Agent in such case, upon the cancellation of all Bonds for the payment of which cash or securities shall not have been deposited in accordance with the provisions of this Resolution, shall, upon receipt of a written request of the City and of a Certificate of the City and an Opinion of Counsel as to compliance with conditions precedent, and at its cost and expense, execute to the City, or its order, proper instruments acknowledging satisfaction of this Resolution and surrender to the City all cash and E -45 ('5C0 deposited securities, if any (other than cash or securities for the payment of the Bonds), which shall then • be held hereunder as a part of the Trust Estate. Section 10.02 Bonds Deemed Not Outstanding After Deposits. When there shall have been deposited at any time with the Paying Agent in trust for the purpose, cash or direct obligations of or obligations fully guaranteed by the United States of America the principal and interest on which shall be sufficient to pay the principal of any Bonds (and premium, if any) when the same become due, either at maturity or otherwise, or at the date fixed for the redemption thereof and to pay all interest with respect thereto at the due dates for such interest or to the date fixed for redemption, for the use and benefit of the Holders thereof, then upon such deposit all such Bonds shall cease to be entitled to any lien, benefit or security of this Resolution except the right to receive. the funds so deposited, and such Bonds shall be deemed not to be outstanding hereunder; and it shall be the duty of the Paying Agent to hold the cash and securities so deposited for the benefit of the Holders of such Bonds and from and after such date, redemption date or maturity, interest on such Bonds thereof called for redemption shall cease to accrue. Section 10.03 Unclaimed Money to be Returned. Any moneys deposited with the Paying Agent pursuant to the terms of this Resolution, for the payment or redemption of Bonds and remaining unclaimed by the Holders of the Bonds on the date fixed for redemption of the same, as the case may be, for a period of three years after the due date, shall, upon the written request of the City, and if the City or any successor to the obligations of the City under the Resolution and the Bonds shall not at the time, to the knowledge of the Paying Agent, be in default with respect to any of the terms and conditions contained in the Resolution or in the Bonds be paid to the City, and such Holders of the Bonds shall thereafter look only to the City for payment and then only to the extent of the amounts so received without interest thereon; PROVIDED, HOWEVER, that within thirty days prior to the expiration of the • three year period mentioned above, the Paying Agent, before being required to make any such repayment, may, at the expense of the City, cause to be mailed to the registered owners of the Bonds, a notice that after a date named therein said moneys will be returned to the City. [The balance of this page is intentionally left blank.] E -46 11 -5'7 ARTICLE XI Supplemental Resolutions ARTICLE XI Supplemental Resolutions Section 11.01 Purposes for Which Supplemental Resolutions May be Executed. The City, and the Paying Agent from time to time and at any time, subject to the conditions and restrictions in this Resolution contained, may, upon written notice to the Bank of the terms thereof, enter into such Resolutions supplemental hereto as may or shall by them be deemed necessary or desirable without the consent of any Bondholder for any one or more of the following purposes: (a) To correct the description of any property hereby pledged or intended so to be, or to assign, convey, pledge or transfer and set over unto the Paying Agent, subject to such liens or other encumbrances as shall be therein specifically described, additional property or properties of the City for the equal and proportional benefit and security of the owners of all Bonds at any time issued and outstanding under this Resolution, subject, however, to the provisions hereinabove set forth with respect to extended Bonds; (b) To add to the covenants and agreements of the City in this Resolution contained other covenants and agreements thereafter to be observed, or to surrender any right or power reserved to or conferred upon the City or to or upon any successor; (c) To evidence the succession or successive successions of any other department, agency, • body or corporation to the City and the assumption by such successor of the covenants, agreements and obligations of the City in the Bonds hereby secured and in this Resolution and in any and every supplemental Resolution contained or the succession, removal or appointment of any Paying Agent hereunder; • (d) To cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental Resolutions which may be defective or inconsistent with any other provision contained herein or in any supplemental Resolution, or to make such other provisions in regard to matters or questions arising under this Resolution or any supplemental Resolution as the City may deem necessary or desirable and which shall not be inconsistent with the provisions of this Resolution or any supplemental Resolution and which shall not impair the security of the same; (e) To modify, eliminate and /or add to the provisions of this Resolution to such extent as shall be necessary to effect the qualification of this Resolution under the Trust Resolution Act of 1939, as then amended, or under any similar Federal statute hereafter enacted, and to add to this Resolution such other provisions as may be expressly permitted by said Trust Resolution Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of said Trust Resolution Act of 1939; and (f) To make such other modifications or amendments which are determined by the Paying Agent with the consent of the Bank, not to be prejudicial to the rights of the Paying Agent or the Holders of the Bonds. E -47 MKIN Section 11.02 Execution of Suuislemental Resolution. The Paying Agent is authorized to join with the City in the execution of any such supplemental Resolution, to make the further agreements and stipulations which may be therein contained, and accept the conveyance, transfer and assignment of any property thereunder, but the Paying Agent shall not be obligated to enter into any such supplemental Resolution which affects its rights, duties or immunities under this Resolution. Section 11.03 Discretion of Pa na Agent. In each and every case provided for in this Article (other than a supplemental Resolution approved by the Holders of sixty -six and two - thirds percent (66 2/3 %) in aggregate principal amount of the Bonds pursuant to Section 11.04 hereof), the Paying Agent shall be entitled to exercise its unrestricted discretion in determining whether or not any proposed supplemental Resolution or any term or provisions therein contained is necessary or desirable, having in view the needs of the City and the respective rights and interests of the Holders of Bonds theretofore issued hereunder; and the Paying Agent shall be under no responsibility or liability to the City or to any Holder of any Bond, or to anyone whatever, for any act or thing which it may do or decline to do in good faith subject to the provisions of this Article, in the exercise of such discretion. Section 11.04 Modification of Resolution with Consent of Bondholders. Subject to the terms and provisions contained in this Section, the Holders of not less than sixty-six and two- thirds percent (66 2/3 %) in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the execution by the City and the Paying Agent of such Resolution or Resolutions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding in any particular, any of the terms or provisions contained in this Resolution or in any supplemental Resolution; PROVIDED, HOWEVER, that nothing herein contained shall permit or be construed as permitting, without the consent of the Holders of all outstanding Bonds, (a) an extension of the maturity of any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues ranking prior to the lien or pledge created by this Resolution, or (d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required to consent to supplemental Resolutions or (f) a reduction in -the aggregate principal amount of the Bonds required to waive an Event of Default. Whenever the City shall deliver to the Paying Agent a resolution of Bondholders adopted at a Bondholders' meeting approved by, or an instrument or instruments purporting to be executed by, the Holders of not less than sixty-six and two- thirds percent (66 2/3 %) in aggregate principal amount of the Bonds then outstanding, which resolution or instrument or instruments shall refer to the proposed supplemental Resolution and shall specifically consent to and approve the execution thereof, thereupon, the City and the Paying Agent may execute such supplemental Resolution without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than sixty-six and two- thirds percent (66 2/3 %) in aggregate principal amount of the Bonds outstanding at the time of the execution of such supplemental Resolution shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to the execution of such supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Paying Agent or the City from executing the same or from taking any action pursuant to the provisions thereof. Section 11.05 Supplemental Resolutions to be Part of Resolution. Any supplemental Resolution . executed in accordance with any of the provisions of this Article shall thereafter form a part of this Resolution; and all the terms and conditions contained in any such supplemental Resolution as to any E -48 u -59 provisions authorized to be contained therein shall be and be deemed to be part of the terms and 16 conditions of this Resolution for any and all purposes, and the respective rights, duties and obligations under this Resolution of the City, the Paying Agent and all Holders of Bonds then outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. If deemed necessary or desirable by the Paying Agent, reference to any such supplemental Resolution or any of such terms or conditions thereof may be set forth in reasonable and customary manner in the text of the Bonds or in a legend stamped on the Bonds. ARTICLE XII Liquidity Facility ARTICLE XII Liquidity Facility Section 12.01 Maintenance of Liquidity Facility. The City hereby represents and warrants that contemporaneously with the original issuance of the Bonds it has obtained a Liquidity Facility from the Bank. The City may not cancel a Liquidity Facility prior to its Expiration Date without first obtaining a Substitute Liquidity Facility. The City may not reduce the amount of the Liquidity Facility to an amount less than the aggregate principal amount of Bonds subject to purchase pursuant to Sections 2.02 and 4.01 prior to the Liquidity Facility Termination Date. If the Liquidity Facility is to expire or terminate other than by reason of a Special Event of Default and forty-five days prior to such Expiration Date (the "Renewal Date ") no extension of the Liquidity Facility or Substitute Liquidity Facility has been obtained by the City and a copy thereof delivered to the Tender Agent, then the Bonds shall be subject to mandatory purchase on the Liquidity Facility Termination Date, and the Tender Agent shall notify the Paying Agent that no Substitute Liquidity Facility has been provided and the Tender Agent shall notify the Bondholders of the conversion to a Fixed Rate Mode and the mandatory purchase as provided in Section 2.04(d) of this Resolution. Section 12.02 Drawing under Liquidity Facility. The City hereby covenants and agrees that amounts drawn under the Liquidity Facility may only be used to pay the principal portion of the Purchase Price of Bonds tendered for purchase in accordance with Sections 2.02 and 4.01. Section 12.03 Substitute Liquidity Facility. Subject to the terms and conditions of the Liquidity Facility, the City may, at is option, at any time obtain a Substitute Liquidity Facility from any commercial bank, savings and loan association, insurance company or other financial institution meeting the conditions contained herein, in substitution for or replacement of the Liquidity Facility. On or prior to the substitution of such Substitute Liquidity Facility for the Liquidity Facility, the provider of such Substitute Liquidity Facility shall purchase all Bank Bonds held by or on behalf of the Bank which were purchased pursuant to the Liquidity Facility, at a purchase price equal to their principal amount plus accrued interest. The Substitute Liquidity Facility shall be a bond purchase agreement, letter of credit or line of credit extending to the earlier of five years or the maturity date of the Bonds, the terms of which shall in all material respects be the same as the original Liquidity Facility representing the obligation of the provider thereof to pay to the City or otherwise provide upon request amounts necessary to pay the purchase price of the Bonds tendered for purchase in accordance with Sections 2.02 and 4.01. The Substitute Liquidity Facility must be in an amount at least equal to the aggregate principal amount of Bonds then Outstanding which are subject to purchase under Sections 2.02 and 4.01. In order for such E -49 ll-lao bond purchase agreement, letter of credit or line of credit to qualify as a Substitute Liquidity Facility 0 hereunder, the City shall deliver to the Tender Agent and the Paying Agent (a) a copy of the agreement pursuant to which Substitute Liquidity Facility is issued, and (b) an Opinion of Counsel stating that such proposed Substitute Liquidity Facility qualifies as a Substitute Liquidity Facility under this Resolution and complies with the terms hereof. In addition to all other requirements to be met therefor, a draft of such Substitute Liquidity Facility, a draft of the related Bank agreement and appropriate information concerning the Bank which will issue such Substitute Liquidity Facility have been submitted to the Rating Agency, if any, or, if appropriate, Rating Agencies, maintaining a rating on the Bonds and such Rating Agency, if any, or, if appropriate, Rating Agencies, have given written notice to the City at least forty-five days prior to the date such Substitute Liquidity Facility is to become effective that, upon the issuance of such Substitute Liquidity Facility, the Bonds will bear the rating specified in such notice. In connection with such substitution, the Tender Agent shall also receive an opinion of counsel for the Bank issuing the Substitute Liquidity Facility in substantially the form delivered to the Tender Agent upon issue of the initial Liquidity Facility. If the written notice received by the City forty-five days prior to the effective date of the Substitute Liquidity Facility from any Rating Agency maintaining a rating of the Bonds at such time indicates that, upon substitution of the Substitute Liquidity Facility, the Bonds will continue to bear short-term and long -term ratings at least as favorable as the rating borne by the Bonds prior to such substitution, the Tender Agent shall promptly furnish written notice by first -class mail, postage prepaid, of the planned substitution of the Substitute Liquidity Facility and of the receipt of such notice to the Bondholders no later than forty (40) days prior to such substitution becoming effective. Upon receipt of a Rating Decline Notice with respect to such Substitute Liquidity Facility, the Tender Agent shall have prompt written notice to the Bondholders that (i) the Liquidity Facility is being replaced by such Substitute Liquidity Facility, (ii) the Rating Decline Notice has been received, (iii) the ratings on the Bonds will be reduced or withdrawn, and (iv) the Bonds are required to be tendered for purchase in accordance with Section 4.01 hereof, and, if such owner wishes to continue to own its Bonds after the Substitution Tender Date, such owner must direct that such Bonds not be purchased as provided in Section 4.02 hereof. Upon the effective date of the Substitute Liquidity Facility, the City may surrender the Liquidity Facility previously in effect to the Bank which issued it, provided that no surrender and substitution shall occur until payment of any amounts drawn under the prior Liquidity Facility for payment on the Substitution Tender Date and purchase of all unremarketed Bonds by the provider of the Substitute Liquidity Facility. Section 12.04 Notice to Rating Agencies. Upon any expiration or termination of a Liquidity Facility or the obtaining by the City of a Substitute Liquidity Facility, the City agrees to promptly notify Moody's, if the Bonds are rated by Moody's, of any expiration or termination of a Liquidity Facility or the obtaining by the City of a Substitute Liquidity Facility at least seventy-five days prior to the effective date of the Substitute Liquidity Facility. The City shall also notify Moody's, if the Bonds are rated by Moody's of (i) any conversion of Bonds to a Fixed Rate, (ii) the establishment of any Interest Period exceeding three years in the case of Bonds bearing interest at the Unit Pricing Rate, (iii) any amendments or modifications of this Resolution, the Liquidity Facility, the Remarketing Agreement or the Tender Agent Agreement, (iv) the appointment of a new Remarketing Agent or Tender Agent, (v) the redemption of any of the Bonds, and (vi) any extension of the Liquidity Facility. Notices to Moody's shall be to the attention of the Public Finance Department Rating Desk/VRDO. E -50 • L` • [The balance of this page is intentionally left blank.] E -51 • 0 Il -tea ARTICLE XIII Miscellaneous ARTICLE XIII Miscellaneous Section 13.01 Execution of Resolution in Counterparts. This Resolution may be simultaneously executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. Section 13.02 Headings Not Controlling. The headings of the several Articles and Sections hereof are inserted for the convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 13.03 Notices to Pawing Agent. City and Bank. Any request, demand, authorization, direction, notice, consent of Bondholders or other document provided or permitted by this Resolution shall be sufficient for any purpose under this Resolution, when mailed registered or certified mail, return receipt requested, postage prepaid (except as otherwise provided in this Resolution) (with a copy to the other parties) at the following addresses (or such other address as may be provided by any party by notice) and shall be deemed to be effective upon receipt: To the City: City of Richfield 6700 Portland Avenue South Richfield, Minnesota 55423 Attn.: Pam Bookhout Telephone: (612) 861 -9778 Fax: (612) 861 -8974 To the Paying Agent: Corporate Trust U.S. Bank Trust National Association 90 South Sixth Street Minneapolis, Minnesota 55402 Attn.: Joel Geist Telephone: (651) 244 -0706 Fax: (651) 244 -0712 To the Bank: Civic Banking U.S. Bank National Association 90 South Sixth Street Minneapolis, Minnesota 55402 Attn.: Sue Moses Telephone: (612) 973 -8203 Fax: (612) 973 -8022 E -52 To the Remarketing Agent: Public Finance U.S. Bancorp Piper Jaffray 90 South Sixth Street Minneapolis, Minnesota 55402 Attn.: Brad Wirt Telephone: (612) 342 -8845 Fax: (612) 342 -6966 E -53 t IN WITNESS WHEREOF, the City of Richfield, by its City Council, has caused this Resolution to be signed in its name by its Mayor, countersigned by its City Manager and attested by its City Clerk and its corporate seal to be hereunto affixed and U.S. Bank Trust National Association, as Paying Agent, to evidence its acceptance of the trust hereby created and the duties of initial Tender Agent hereunder, has caused this Resolution to be signed in the name of the Paying Agent by an authorized officer of the Paying Agent, as of the day and year first above written, but actually on the day of , 1999. CITY OF RICHFIELD, MINNESOTA By: Its: Mayor By: Its: City Manager E -54 • 0 Paying Agent signature page with respect to this Resolution. U.S. BANK TRUST NATIONAL ASSOCIATION By Its E -55 • 0 • ( - & 0 EXHIBIT A -1 (VARIABLE RATE FORM OF BOND) ) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD MINNESOTA TAXABLE VARIABLE RATE DEMAND GENERAL OBLIGATION BOND (RICHFIELD REDISCOVERED PROJECT) SERIES 1999 No. R- $ THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN. Maturity Date Date of Issuance November 1, 2019 November_, 1999 Registered Owner: Principal Amount: CUSIP The City of Richfield, in the County of Hennepin and State of Minnesota (the "City "), for value received, promises to pay to the registered owner named above or registered assigns, on the maturity date specified above, upon surrender-- hereof, the principal sum stated above, and to pay interest on said sum at the rate and at the times described herein. The principal of this Bond is payable in lawful money of the United States of America at the principal corporate trust office of U.S. Bank Trust National Association, in Minneapolis, Minnesota, as Paying Agent (together with its successors in trust, the "Paying Agent ") or at the duly designated office of any successor Paying Agent under this Resolution, dated as of , 1999 between the City and the Paying Agent (which Resolution, as from time to time amended and supplemented, is hereinafter referred to as the "Resolution "). Payment of interest on this Bond shall be made on each Interest Payment Date to the registered Holder hereof as of the applicable Record Date and shall be paid by check mailed by U.S. Bank Trust National Association, as Tender Agent (together with any successor Tender Agent, the "Tender Agent ") to such registered Holder at such Holder's address as it appears on the registration books of the City or at such other address as is furnished to the Tender Agent in writing by such registered Holder, or in such other manner as may be mutually acceptable to the Tender Agent and the registered Holder of this Bond. The Purchase Price (hereinafter defined) of this Bond shall be payable by the Tender Agent to the registered Holder of this Bond. The Purchase Price (hereinafter defined) of this Bond shall be payable by the Tender Agent to the registered Holder hereof at such Holder's address as it appears on the registration books of the City or at such other address as may be specified by such Holder prior to the time such Purchase Price is due. This Bond is one of an authorized series of Bonds in the aggregate principal amount of $1,520,000 (the "Bonds ") issued pursuant to the City Charter for the purpose of providing funds to U-0 finance a portion of the costs of constructing and acquiring various public improvements at the request of the City Council as identified in its resolution authorizing the Bonds of this issue adopted November 8, 1999 (the "Bond Resolution'). The Bonds are all issued under and are equally and ratably secured by and entitled to the protection of the Resolution, and are payable primarily from taxes levied by the Bond Resolution; but the Bonds are general obligations of the City to which the full faith and credit of the City have been and are hereby irrevocably pledged, and the City will levy additional general ad valorem taxes on all taxable property within the City without limitation as to rate or amount, if necessary, to pay principal and interest when due. The City has obtained a line of credit under a Standby Bond Purchase Agreement (together with any Substitute Liquidity Facility, the "Liquidity Facility ") with U.S. -Bank National Association, (together with the issuer of any -Substitute Liquidity Facility, the "Bank"), which will expire, unless earlier terminated or extended, on , 200_. Subject to certain conditions, the Liquidity Facility may be replaced by a letter of credit, line of credit or bond purchase agreement ( "Substitute Liquidity Facility ") of another commercial bank, savings and loan association, insurance company or other financial institution. Under the Liquidity Facility, the Bank will provide to the Tender Agent for the account of the City an amount sufficient to pay the portion of the Purchase Price corresponding to the, principal of the Bonds. Reference is hereby made to the Resolution for a description of the property pledged and assigned, the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Paying Agent and the Holders of the Bonds and the terms upon which the Bonds are issued and secured. Reference is hereby made to the Liquidity Facility for the terms and conditions under which it may be terminated. At the time of issuance, the Bonds of this series will bear interest at the Weekly Variable Rate. is The Bonds may subsequently bear interest at the Daily Variable Rate or the Fixed Rate or, after bearing interest at the Daily Variable Rate, may again bear interest at the Weekly Variable Rate, and all Bank Bonds shall bear interest at the Bank Rate. All of such terms are as defined and described herein. During any period when this Bond bears interest at the Variable Rate as provided in the Resolution, this Bond shall be- deemed to be in the "Variable Rate Mode," which includes a Daily Variable Rate Mode and a Weekly Variable Rate Mode. If this Bond has been converted as provided in the Resolution to bear interest at a Fixed Rate, this Bond shall be deemed to be in the "Fixed Rate Mode," and the date on which this Bond converts to the Fixed Rate Mode will be the "Conversion Date ". As used herein, "Business Day" means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in the City of Minneapolis, the city in which documents are required to be delivered to the Bank to draw on the Liquidity Facility or in the State of New York are authorized or required by law to close or (b) a day on which the New York Stock Exchange is closed. When this Bond is in the Weekly Variable Rate Mode, the Remarketing Agent shall on the date of issuance and on Wednesday of each week, or if Wednesday is not a Business Day, the immediately preceding Business Day, determine the Weekly Variable Rate which shall become effective on [insert day of the week] in such week. The Weekly Variable Rate shall be the lowest rate which, in the judgment of the Remarketing Agent (having due regard to prevailing market conditions) would enable the Bonds to be sold at par in the secondary market on Thursday in such week, provided that such rate shall not exceed percent ( %) per annum, and provided that, in the event the Remarketing Agent fails to make any such determination, then the Weekly Variable Rate shall be the Alternate Rate and the Bonds shall bear interest at the Alternate Rate until the Remarketing Agent again makes such is determination. A -1 -2 /(-(09 When this Bond is in the Daily Variable Rate Mode, the Remarketing Agent shall on each Business Day determine the Daily Variable Rate which shall become effective on the next Business Day. The Daily Variable Rate shall be the lowest rate which, in the judgment of the Remarketing Agent (having due regard to prevailing market conditions) would enable the Bonds to be sold at par in the secondary market on the next Business Day, provided that such rate shall not exceed percent ( %) per annum, and provided that, in the event the Remarketing Agent fails to make any such determination, then the Daily Variable Rate shall be the Alternate Rate and the Bonds shall bear interest at the Alternate Rate until the Remarketing Agent again makes such determination. If Bonds are converted in whole or in part to bear interest at a Fixed Rate, the Bonds shall be as prescribed by the Resolution and the Fixed Rate applicable to the Bonds then being converted shall be the rate or rates determined by the Remarketing Agent on a date not more than thirty-five days nor less than ten days prior to the Proposed Conversion Date or Liquidity Facility Termination Date; provided that such rate shall not exceed percent ( %) per annum and all Bonds shall bear the same rate. The Fixed Rate applicable to each Bond shall be the lowest rate which, in the judgment of the Remarketing Agent (having due regard to the prevailing market conditions), would be necessary to enable the Bonds to be sold at par in the secondary market on the Proposed Conversion Date defined in the Resolution or Liquidity Facility Termination Date defined in the Resolution. This Bond shall be a `Bank Bond" if it has been purchased with a draw on the Liquidity Facility and is pledged to the Bank as security for repayment of amounts owed to the Bank, and this Bond shall remain a Bank Bond until such time as this Bond is released from the pledge. At any time this Bond is a Bank Bond it shall bear interest at the Federal Funds Rate defined in the Resolution plus one -half of one percent per annum. Interest shall be paid hereon on the following dates (the "Interest Payment Dates "): (i) when this Bond is in the Weekly Variable Rate Mode, each February 1, May 1, August 1 and November 1, commencing February 1, 2000, and any date on which the Bonds are converted from the Weekly Variable Rate Mode to the Daily Variable Rate Mode, (ii) when this Bond is in the Daily Variable Rate Mode, the first Business Day of each calendar month; (iii) each Mandatory Tender Date (as herein defined) and (iv) after the Conversion Date, each May 1 and November 1. On and prior to the Conversion Date, interest on this Bond shall be paid by check or draft of the Tender Agent mailed to the person who is, on the Record Date, the registered owner hereof or by such other method as is agreed upon between the registered owner and the Tender Agent, including, without limitation, by wire transfer, except that interest payable on any Purchase Date or on the maturity hereof shall be paid only upon the presentation of this Bond to the Tender Agent prior to 1:00 p.m., Central Standard Time, on the payment date. After the Conversion Date, interest on this Bond shall be paid by check or draft of the Paying Agent mailed to the person who is, on the Record Date, the registered owner hereof, except that interest payable on maturity hereof shall be paid only upon the presentation of this Bond to the Paying Agent. "Record Date" means when this Bond is in the Variable Rate Mode, the Business Day immediately preceding an Interest Payment Date, redemption date or maturity date, or when this Bond is in the Fixed Rate Mode, the fifteenth day (whether or not a Business Day) of the calendar month next preceding an Interest Payment Date, redemption date or maturity date. Interest on Bonds in the Variable Rate Mode shall be calculated on the basis of actual days elapsed and a year of 365 days. Interest on Bonds in the Fixed Rate Mode shall be calculated on the basis of a year of 360 days and twelve 30 -day months. A -1 -3 X-0 The Bond shall, when issued, bear interest from such date, and any Bond which is subsequently authenticated and delivered shall bear interest from the most recent Interest Payment Date on which interest has been paid with respect to that Bond or the Bond for which it is exchanged, except that Bonds which are authenticated and delivered on an Interest Payment Date shall be dated as of such date and Bonds which are authenticated prior to the first Interest Payment Date with respect to the Bond for which it is exchanged shall be dated as of the date of the issuance of the Bonds. During any period when this Bond is in the Variable Rate Mode, the owner of this Bond (except the Bank) shall have the right to require that this Bond be purchased on any Optional Tender Date at the Purchase Price. The owner may demand that this Bond be purchased in whole or in part, provided that if it is to be purchased in part, the owner must demand purchase of Bonds in the amount of at least $, and the portion retained, if any, must be at least $ in principal amount. In order to demand purchase of this Bond when it is in the Variable Rate Mode, the owner hereof must deliver to the Tender Agent and the Remarketing Agent, a written notice (a "Tender Notice "). "Optional Tender Date" means the day set forth in the Tender Notice, which day shall be a Business Day not less than seven calendar days after the delivery of such notice to the Tender Agent and the Remarketing Agent. The Tender Notice must state (i) the principal amount of this Bond to be purchased, (ii) the Optional Tender Date and (iii) if less than all of the owner's Bonds are to be purchased, the numbers of the Bonds to be purchased. The "Purchase Price" of this Bond shall be the par amount hereof plus accrued interest, if any.. THE EXERCISE OF AN OPTION BY THE OWNER OF THIS BOND TO HAVE THIS BOND PURCHASED BY DELIVERY OF A TENDER NOTICE IS IRREVOCABLE AND BINDING ON SUCH OWNER AND CANNOT BE WITHDRAWN. If the owner of this Bond has duly delivered a Tender Notice, then, on the Optional Tender Date, if this Bond is not delivered for purchase, a new Bond in replacement hereof will be authenticated and delivered to the new owner, and this Bond or the portion tendered for purchase will cease to bear interest and, under the terms of the Resolution, will be deemed to be no longer outstanding, and, from that date, the holder hereof will be entitled only to the payment of the Purchase Price. The owner of this Bond is required to tender this Bond to the Tender Agent for purchase at a purchase price of par plus accrued interest, if any, on the following dates (each of which is a "Mandatory Tender Date "): (a) each Purchase Date applicable to this Bond; (b) any Proposed Conversion Date, whether or not such date becomes the Conversion Date; (c) the day which is two Business Days prior to the day on which the Liquidity Facility, by its terms, expires or such earlier date as the obligation of the Bank to make payments for the purchase of Bonds pursuant to the Liquidity Facility terminates (other than by reason of a Special Event of Default as defined in the Resolution) (the "Liquidity Facility Termination Date "); and (d) if a Liquidity Facility is to be replaced by a Substitute Liquidity Facility and, as a result, any credit rating then assigned to the Bonds will decline, then a mandatory tender date (a "Substitution Tender Date ") shall occur on the Business Day upon which the Substitute Liquidity Facility is to replace the then effective Liquidity Facility. A -1 -4 ,-X) If this Bond is subject to mandatory tender, then, on the Mandatory Tender Date, if this Bond is not delivered to the Tender Agent for purchase, a new Bond in replacement hereof will be authenticated and delivered to the new owner, and this Bond will cease to bear interest and, under the terms of the Resolution, will be deemed to be no longer outstanding, and, from that date, the holder hereof will be entitled only to the payment of the purchase price. This Bond may be converted from the Variable Rate to the Fixed Rate Mode, from the Daily Variable Rate to the Weekly Variable Rate, from the Weekly Variable Rate to the Daily Variable Rate, in accordance with the terms of the Resolution. Bonds which have been converted to the Fixed Rate Mode will remain in the Fixed Rate Mode until their maturity or earlier redemption. At the City's option, a portion of the Bonds may from time to time be converted to the Fixed Rate Mode while other Bonds are in the Variable Rate Mode. All Bonds in the Variable Rate Mode may be redeemed, in whole or in part, on the first day of each month, commencing , 199_, in each case at the option of the City and in each case at a redemption price equal to 100 percent of the principal amount of the Bonds being redeemed plus accrued interest, if any, to the redemption date. Twenty days' mailed notice of the call for redemption shall be given as provided in the Resolution to the registered owner of the Bonds to be redeemed at the address last shown on the registration books. Failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of any other Bonds. Bonds called for redemption will cease to bear interest after the date specified for their redemption, provided funds for the payment thereof are then on deposit at the place of payment. isThis Bond is fully transferable by the registered owner hereof in person or by his duly authorized attorney on the registration books kept at the principal office of the Paying Agent or, prior to the Conversion Date hereof, the Tender Agent, upon surrender of this Bond, together with a duly executed written instrument of transfer; subject, however, to the terms of the Resolution which limit the transfer and exchange of Bonds during certain periods. Upon such transfer, a new fully registered Bond of the same maturity and of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange therefor, all subject to the terms and conditions set forth in the Resolution. Bonds in the Variable Rate Mode shall only be available in denominations of at least $ and in integral multiples of $ . Bonds in the Fixed Rate Mode shall only be available in denominations of $ and integral multiples thereof. The City, the Paying Agent and the Tender Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether or not this Bond shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the City, the Paying Agent nor the Tender Agent shall be affected by any notice to the contrary. The registered owner of this Bond shall have no right to enforce the provisions of the Resolution or to institute action to enforce the pledge, assignment or covenants made therein or to take any action with respect to an event of default under the Resolution or to institute, appear in or defend any suit, action or other proceeding at law or in equity with respect thereto, except as provided in the Resolution. It is hereby certified, recited and declared that all conditions, acts and things required by the Constitution or statutes of the State of Minnesota or the Resolution to exist, to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed. A -1 -5 • This Bond shall not be entitled to any benefit under the Resolution or any Resolution supplemental thereto, or become valid or obligatory for any purpose until the Authenticating Agent shall have signed the certificate of authentication hereon. IN WITNESS WHEREOF, the CITY OF RICHFIELD, MINNESOTA, has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor, Countersigned by the manual or facsimile signature of its City Manager and attested by the manual or facsimile signature of its City Clerk, and its official seal to be affixed or imprinted hereon. CITY OF RICHFIELD, MINNESOTA By: Its: Mayor By. Its: City Manager A -1 -6 l t CERTIFICATE OF AUTHENTICATION This is one of the Bonds referred to in the within mentioned Resolution. U.S. BANK TRUST NATIONAL ASSOCIATION as Authenticating Agent By .Authorized Signature (END OF FORM OF CERTIFICATE OF AUTHENTICATION) A -1 -7 • ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer the within bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature of Guaranteed: Address of transferee: Social security or other tax identification number of transferee: NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular without alteration or enlargement or any change whatever. • A -1 -8 • 0 • l PAYING AGENT AGREEMENT The Paying Agent Agreement, date as of November 8, 1999, is made and entered into by the City of Richfield, Minnesota (the "City ") and U.S. Bank Trust National Association (the "Paying Agent "). In consideration of the mutual covenants herein the City and the Paying Agent hereby agrees to the following: 1. The Paying Agent hereby agrees to undertake and carry the duties of "Paying Agent ", "Authenticating Agent and "Tender Agent" under the terms and pursuant to the conditions set forth in Resolution No. _, adopted by the City Council of the City on November 8, 1999 (the "Resolution'), 2. The City hereby agrees to pay the Paying Agent the advances, counsel fees, and other expenses reasonably made or incurred by the Paying Agent as "Paying Agent ", "Authenticating Agent" and "Tender Agent" pursuant to the terms of the Resolution and hereby agrees to pay to the Paying Agent the fees of the Paying Agent for the performance of its duties as "Paying Agent ", "Authenticating Agent ", and "Tender Agent" under the terms of the Resolution. U. S. BANK TRUST NATIONAL ASSOCIATION By: Its: CITY OF RICHFIELD By: Its: Maw By: Its: City Manager A -1 -9 EXHIBIT A -2 (FIXED RATE FORM OF BOND) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD TAXABLE VARIABLE RATE DEMAND GENERAL OBLIGATION BOND (RICHFIELD REDISCOVERED PROJECT) SERIES 1999 No. R $ Maturity Date Date of Issuance CUSIP November 1, 2019 November—, 1999 Registered Owner: See Reverse for Certain Definitions Principal Amount: ONE MILLION FIVE HUNDRED TWENTY THOUSAND DOLLARS ll -�S Principal Amount: The City of Richfield, in the County of Hennepin and State of Minnesota (the "City "), for value received, promises to pay to the registered owner named above or registered assigns, on the maturity date specified above, upon surrender hereof, the principal sum stated above, and to pay interest on said sum at the rate and at the times described herein. The principal of this Bond is payable in lawful money of the United States of America at the principal corporate trust office of U.S. Bank Trust National Association, in Minneapolis, Minnesota, as Paying Agent (together with its successors in trust, the "Paying Agent ") or at the duly designated office of any successor Paying Agent under the Resolution dated as of November 8, 1999 between the City and the Paying Agent (which Resolution, as from time to time amended and supplemented, is hereinafter referred to as the "Resolution "). Payment of interest on this Bond shall be made on each Interest Payment Date to the registered Holder hereof as of the applicable Record Date and shall be paid by check mailed by U.S. Bank Trust National Association, as Tender Agent (together with any successor Tender Agent, the "Tender Agent ") to such registered Holder at such Holder's address as it appears on the registration books of the City or at such other address as is furnished to the Tender Agent in writing by such registered Holder, or in such other manner as may be mutually acceptable to the Tender Agent and the registered Holder of this Bond. This Bond is one of an authorized issue of Bonds in the aggregate original principal amount of $1,520,000 (the "Bonds ") issued pursuant to the City Charter, for the purpose of providing funds to finance the costs of constructing and acquiring various public improvements at the request of the City Council as identified in its resolution authorizing the Bonds of this issue adopted November 8, 1999 (the "Bond Resolution "). The Bonds are all issued under and are equally and ratably secured by and entitled to the protection of the Resolution, and are payable primarily from taxes levied by the Bond Resolution; but the Bonds are general obligations of the City to which the full faith and credit of the City have been and are 6 hereby irrevocably pledged, and the City will levy additional general ad valorem taxes on all taxable property within the City without limitation as to rate or amount, if necessary, to pay principal and interest when due. Reference is hereby made to the Resolution for a description of the property pledged and assigned, the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Paying Agent and the Holders of the Bonds and the terms upon which the Bonds are issued and secured. [Applicable Redemption Provisions to be Added] The Bond shall, when issued, bear interest from such date, and any Bond which is subsequently authenticated and delivered shall bear interest from the most recent Interest Payment Date on which interest has been paid with respect to that Bond or the Bond for which it is exchanged, except that Bonds which are authenticated and delivered on an Interest Payment Date shall be dated as of such date and Bonds which are authenticated prior to the first Interest Payment Date with respect to the Bond for which it is exchanged shall be dated as of the date of the issuance of the Bonds. This Bond is fully transferable by the registered owner hereof in person or by his duly authorized attorney on the registration books kept at the principal office of the Paying Agent upon surrender of this Bond, together with a duly executed written instrument of transfer; subject, however, to the terms of the Resolution which limit the transfer and exchange of Bonds during certain periods. Upon such transfer, a new fully registered Bond of the same maturity and of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange herefor, all subject to the terms and conditions set forth in the Resolution. Bonds shall only be available in denominations of $_ and integral multiples thereof. The City and the Paying Agent may deem and treat the person in whose 49 name this Bond is registered as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. • The registered owner of this Bond shall have no right to enforce the provisions of the Resolution or to institute action to enforce-the pledge, assignment or covenants made therein or to take any action with respect to an event of default under the Resolution or to institute, appear in or defend any suit, action or other proceeding at law or in equity with respect thereto, except as provided in the Resolution. It is hereby certified, recited and declared that all conditions, acts and things required by the Constitution or statutes of the State of Minnesota or the Resolution to exist, to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed. This Bond shall not be entitled to any benefit under the Resolution or any Resolution supplemental thereto, or become valid or obligatory for any purpose until the Authenticating Agent shall have signed the certificate of authentication hereon. A -2 -2 • IN WITNESS WHEREOF, the CITY OF RICHFIELD, MINNESOTA, has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor, countersigned by the manual or facsimile signature of its City Manager and attested by the manual or facsimile signature of its City Clerk, and its official seal to be affixed or imprinted hereon. CITY OF RICHFIELD, MINNESOTA Its: - Mayor By: Its: City Manager (END OF FORM OF BOND) A -2 -3 • • I CERTIFICATE OF AUTHENTICATION This is one of the Bonds referred to in the within mentioned Resolution. U.S. BANK TRUST NATIONAL ASSOCIATION as Authenticating Agent By Authorized Signature (END OF FORM OF CERTIFICATE OF AUTHENTICATION) A -2 -4 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer the within bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature of Guaranteed: Address of transferee: Social security or other tax identification number of transferee: NOTICE:, The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular without alteration or enlargement or any change whatever. RC 145 -363 (JU) 168584v.1 /D CITY OF RICHFIELD, MINNESOTA Council Letter No. 268 Agenda November 8, 1999 Issue Statement: Public hearing on a request for a final development plan and conditional use permit for Phase III of the Lyndale Gateway planned unit development plan (condominiums). Background: Phase III of the Lyndale Gateway planned unit development plan consists of 40 condominium units on the 1/2 block east of Garfield Avenue, between 76th and 77th Streets. The four buildings contain ten units, arranged back -to -back. The unit sizes range from 1,585 to 2,014 square feet. Attachment A provides the land use context for the proposed development. Attachment B contains site plan, landscaping, floor plan and elevation details. Attachment C is a copy of an October 8, 1999 Council and Housing and Redevelopment Authority (HRA) memo regarding Garfield Avenue condominium design. In March 1999, residents of the 1/2 block east of Garfield Avenue expressed concern about the impact of the Lyndale Gateway development's senior housing component on their single family residential property. The HRA determined that the large structure proposed for the east side of Lyndale Avenue, the number of units, the office use, and the access onto Garfield Avenue warranted a transition land use between the senior housing /office component and the single family neighborhood. Aimee Gourlay of the Mediation Center met with all property owners on the Garfield 'side of the block to determine the concerns and whether or not they wanted to be purchased as part of the development. Five of seven property owners decided that they wanted to be purchased. The HRA directed staff and the developer to proceed with additional development on the east side of Garfield Avenue. Ron Clark Construction was approached to plan a townhome project as a transition land use. The high cost of purchasing the single family homes led Ron Clark Construction to conclude that a low - density townhome project would not be financially feasible. They propose a 40 -unit condominium project (25 units /acre) that would continue to serve as a transitional use, but that would also be financially feasible. The proposed housing is "for sale" and is intended to be owner - occupied. The condominium Association documents do not prevent the renting of a unit; however, market influences are likely to encourage owner - occupancy. A common element residential subdivision plat will be filed in which the units themselves are owned individually and the land is owned separately by the Association, of which each individual owner is a part. Association documents will establish standard operation procedures, e.g. how decisions are made regarding maintenance and improvements. The proposed base sale price of the units at this time is $129,000 to $149,000. The proposed maximum height of the units is [44 feet to the peak or 36 feet to the mid- point of the roof]. Two units in each building have a two -car garage and eight units have a single car garage along with driveway parking in front of the garage. Eight additional guest parking spaces are provided at the east end of the development. The proposed setbacks are as follows: Front, 4 -6 feet; 76th Street Side, 63 -69 feet; Rear, 7 -12 feet; and Loop Street Side, 12 -20 feet. An open house was held on September 29 to present the plans for the development to the neighborhood and gather input. Nine households attended the open house. The detailed responses were previously provided to the City Council (a copy of that report is attached to this letter). In summary, the primary concerns expressed were increased traffic on Harriet Avenue, lack of privacy, building height, negative impact on property values, tree size, and lack of a fence. Traffic: Anticipated traffic for a development of this size is 195 trips per day (compared to an estimated 64 trips per day for the existing homes). In response to neighborhood concerns about increased traffic on Harriet Avenue, staff and consultants have devised a plan that would convert a segment of the loop street to one -way traffic. Traffic would only be permitted to travel westward on the loop street. Appropriate signage would be installed to direct traffic appropriately. Lack of Privacy and Building Height: In the submitted plan, two units on the west end of the building would be two stories and the remaining units would be three stories. At the. direction of the Planning Commission, the developer agreed to place the two -story units on the east side, adjacent to the single - family neighborhood. The developer plans to have a revised design to present to the City Council at the November 8 meeting. Property Values: An appraiser reviewed the proposed development and determined that the development would not have a negative impact on the adjacent single family neighborhood except, perhaps, during the construction period. The appraiser concluded that, in fact, the development would likely have a positive impact on the property values of adjacent property. Tree Size and Fencing: A significant landscape plan is proposed. A total of 72 trees would be planted as part of the landscape plan. The proposed size of the trees is larger than typical plantings in new developments. The proposed size of the coniferous trees is 10 -14 feet (the standard is 6 -8 feet), ornamental trees would be 2.5 caliper inches (1.5 is standard), and other deciduous trees would be 3 caliper inches (2.5 is standard). The developer is also proposing to protect several of the existing boulevard trees if possible given the construction activity. The developer has also agreed to plant one or two trees in the back yard of each adjacent single family residential property at the occupant's chosen location in order to provide appropriate screening of the structure. The developer is also considering installing sections of fencing in selected locations along the property line. The City's Crime Prevention officers strongly recommend against installing a solid, six -foot fence all along the property line. • / () - C-)-,) Recommended Motion: Hold the public hearing and approve a motion adopting the resolution, which approves the final development plan and conditional use permit for Phase III of the Lyndale Gateway development with the following stipulations: 1. That a sediment and erosion control plan be approved by the Public Works Director. 2. That a stormwater management plan be approved by the Public Works Director. 3. That the property be replatted. 4. That a signage plan be submitted and approved by the Community Development Director. 5. That a revised landscape plan be submitted relocating the ash trees proposed along 76th Street to allow for visibility from Harriet Avenue and including denser shrubs at the end of the parking areas. Any planting that does not survive for one year must be replaced. 6. That a tree protection plan be submitted and approved by the Community Development Director. 7. That the developer approach each property owner on the west side of Harriet Avenue and, for those owners wanting additional screening, provide one to two trees on each property in a location agreed to by the owner and the developer. Any planting that does not survive for one year must be replaced. 8. That a conditional use permit resolution be recorded with the County, pursuant to Minnesota Statutes Section 462.36, subdivision 1. Basis of Recommendation: 1. The proposed housing fills a missing market niche in Richfield. 2. The proposed housing provides a transition between the four - and - one -half story senior housing /office development on Lyndale Avenue and the single - family residential neighborhood. 3. Approval of this FDP /CUP is one of the requirements for the final approval of the neighboring Twin City Christian Homes development. 4. The loop street would be converted to a one -way street, allowing westward traffic movement only. 5. Significant landscaping is being proposed. 6. The developer has agreed to provide additional landscaping along the east property line to provide better screening of the three -story building. lo--3 7. The proposed parking is adequate for the needs of the use. 8. The proposed building design was reviewed by a townhouse design focus group. The focus group determined that the design incorporates many of the design features they determined were appropriate in Richfield. 9. On October 26, 1999, the Planning Commission voted 5 -1 to recommend approval of the FDP and CUP. 10. Notice of the hearing was published in the Sun - Current and mailed to property owners within 350 feet of the subject property. Alternative Recommendation: Recommend that the City Council deny the request for a final development plan and conditional use permit with a finding of fact that the proposed use would have an adverse impact on surrounding properties or the City as a whole. Discussion /Decision Mode: A public hearing is scheduled at 7:00 p.m., Monday, November 8, 1999 in the Council Chambers, Richfield City Hall, 6700 Portland Avenue. The final development plan must be approved by four affirmative votes. Respectfully submitted, ha Orduno City Manager SO:ds Attachments • 10,4 RESOLUTION NO. RESOLUTION FOR APPROVING A CONDITIONAL USE PERMIT 76th Street and Garfield Avenue WHEREAS, an application has been filed with the City of Richfield which requests approval of a conditional use permit for a 40 -unit condominium housing development on land generally located '/ block east of Garfield Avenue South between 76th and 77th Streets WHEREAS, the City has fully considered the request for approval of the conditional use permit; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, Minnesota, as follows: 1. A conditional use permit is issued for a 40 -unit condominium housing development, as described in City Council Letter No. on the Subject Property legally described above. 2. The conditional use permit is subject to completing the following conditions before an occupancy permit will be issued and remaining in compliance with the conditions for the duration of the permit: • That a sediment and erosion control Ian be approved b the Public p pP Y Works Director. • That a stormwater management plan be approved by the Public Works Director. • That the property be replatted. • That a signage plan be submitted_ and approved by the Community Development Director. • That a revised landscape plan be submitted relocating the ash trees proposed along 76th Street to allow for visibility from Harriet Avenue, including denser shrubs at the end of the parking areas, ensuring that any planting that does not survive for one year must be replaced and that a landscape escrow be submitted. • That a tree protection plan be submitted and approved by the Community Development Director. • That the developer approach each property owner on the west side of Harriet Avenue and, for those owners wanting additional screening, provide one to two trees on each property in a location agreed to by the owner and the developer and ensuring that any planting that does not survive for one year must be replaced. • That this resolution be recorded with the County, pursuant to MinnesotaCtatute �ection 462.36, Subdivision 1. 3. The conditional use permit shall remain in effect for so long as conditions 0 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 Zoning Ordinance, Section 546.05, Subd. 9 Adopted by the City Council of the City of Richfield, Minnesota this 8th day of November, 1999. Martin J. Kirsch, Mayor ATTEST: Thomas P. Ferber, City Clerk • • T'Ats OUR 491 rr; I A t ............ .... xv 1-0 on tl,LOS3NNIlt '0131dH31a 100-I1S 4194 lacy y an USAY PID;IJWD 8.° �. '.• SaWOHNAML q` $ Z2ino0 Q'ISI3Uv0 If i+ 0 0141, �rsp 5 ris, I dggt4 . 0 $ n X84 -: D s['r4� •ii ! oy� a_s a t3 e fff�@@@$11 mi /0-7 N m c E U Q xi yaruo..r oe�ixcna wom . axa.00ax �RN VLOS3NN1/1'0731dH01NE�F�i 100-IiS 9:94 '1aaM 9 anuaaV PIa11Ja0 SaWOHNA01 • ,Lzlnoo GrlalJzldo t V F L. 04 1 '1 L ail y■.■iii 'rir..■ .fir � Yr 1 � ?, IN �: i q N oil u _. 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Y m E U 1 Q Af Attachment C CITY OF RICHFIELD, MINNESOTA lo—lb Office of City Manager October 8, 1999 Council Memorandum No. 140 BRA Memorandum No. 57 The Honorable Mayor Housing and Redevelopment And Authority Commissioners Members of the City Council City of Richfield Subject: Garfield Avenue Condominium Design Open House Council Members and Commissioners: An open house was held at Wood Lake Nature Center on September 29 to present the plans for the condominium development proposed for the east side of Garfield Avenue and to gather input from the neighboring residents. Forty -one neighboring households were invited to attend the open house. In addition to staff, project architect Gary Tushie and a representative of the developer (Heidi Kurtz of Ron Clark Construction) were present. The occupants of all seven of the homes on the west side of the 7600 block of Harriet Avenue were present at the open house; these are the homes which are directly adjacent to the proposed development. Two people living on the east side of Harriet Avenue were also present at the open house. The written comments submitted by the participants have been compiled and are attached for your review (Attachment A). Generally speaking, the neighbor's three primary concerns were: - increased traffic on Harriet Avenue; loss of privacy in their backyards; and the possibility that the development will result in a reduction of their property value. When asked what changes they would like to see to the development, the three most prevalent answers were: planting large trees along the eastern -most edge of the proposed development; a reduction of the building height to two stories; and separating the development from the existing homes with a fence. A response to these primary concems and suggested changes are as follows: Increased Traffic on Harriet Avenue Staff and consultants have devised a plan to reduce the traffic impact on Harriet Avenue. Attachment B shows the traffic controls which are being recommended. The primary means of reducing the traffic impact on Harriet Avenue is by converting a segment of the adjoining loop street to one way. This one way portion will only allow traffic to travel westward. The eastward movement on the loop street had been estimated by Engineering staff to be the primary concern for increased traffic on Harriet Avenue. is lb_l� It was deemed infeasible to completely segregate Harriet Avenue from Garfield Avenue. • Simply dead - ending the streets would pose severe public safety and maintenance problems and there is not enough right -of -way to provide a cul-de -sac. In order to provide for a cul -de -sac, two residential properties on Harriet Avenue would need to be acquired. A concern regarding truck traffic was also voiced at the open house. Staff has been assured by Twin City Christian Homes, and the adjoining office users, that construction or delivery trucks will not use Harriet Avenue. In the event that there is an issue with truck traffic, a "No Truck Access" sign will be placed on Harriet Avenue at 76th Street. Lack of Privacy Residents on the west side of Harriet Avenue are concerned that their activities in their backyards or inside their homes could be viewed from the east windows of the condominium units. The developer answered these concerns by stating that they plan on planting mature (10' to 14') evergreen trees on the eastern edge of the development. The evergreen trees which are planned are Black Hills Spruce and Colorado Green Spruce; these trees grow to a height of 60 to 75 feet. In addition, the developer committed to the residents that they will plant one or two trees on each residential property at the occupant's chosen location in order to block the views of the condominium windows. The windows on the east facade of the condominiums are at approximate heights of 11 to 15 feet and 22 to 26 feet (see Attachment C). I .1 • Negative Impact on Property Values • While it is impossible to guarantee that the property values will not be reduced by this condominium development, staff has determined several factors which seem to indicate that this will not occur. The property values of homes adjacent to high density residential developments in Richfield have not suffered any loss of property value as a result. Ron Lachenmeyer,-of BCL Appraisals (Mr. Lachenmeyer does considerable appraisal work in Richfield, much of it involving HRA programs), was asked to comment on potential property value impacts; Ron stated that in his professional opinion the values of the adjacent homes should not be negatively impacted (except perhaps during the construction period) and may actually increase as a result of the condominiums. An important factor to consider is that the sale price of the condominiums ($129,000 to $149,000) is greater than the current market values of these neighboring homes (which have an average assessed estimated market value of $89,714). Planting Trees at a Sufficient Height The developer has committed to planting mature (10' to 14') evergreen trees on the eastern edge of the development. Reducing the Building Height to Two Stories Ron Clark Construction has been proposing a three story development since they first got involved in the project this spring; even at 30 or 32 units. At two stories, the development becomes financially infeasible because there would not be enough tax increment or building proceeds to offset the land assembly costs. • • • Construction of a Fence Along the Entire Eastern Edge of the Development In their review of the property, Public Safety staff has advised that such a long expanse of fence is a security issue and would be contrary to the Crime Prevention Through Environmental Design (CPTED) standards for safety. The developer has indicated that it might be possible to incorporate several shorter and disjointed segments of fence along the property border. The development was reviewed at the Administrative Review Committee (ARC) meeting on October 6 at which many of these issues were addressed. Planning Commission consideration of the Conditional Use Permit (CUP) and Final Development Plan (FDP) will be held on October 26 with final City Council consideration scheduled at their November 8 meeting. 114ecifully submitted, 7 � ` -6teGe L. Devich Acting City Manager SLD:cak Copy: Planning Commission Attachments • • ATTACHMENT A Garfield Condominium Design Open House Sept. 309 1999 Wood Lake Nature Center /C)— Households Invited Forty -one (41) households including all residential property owners and tenants within 350 feet of the proposed townhome /condominium development. Participants Responses on Comment Forms What are your three greatest concerns about the construction of the condominium development on Garfield Avenue? (Note: the order of responses have been rearranged in the order of their prevalence) • The increased traffic on Harriet Avenue. • Traffic on Harriet Avenue. • The increase in traffic in front of my home. • Added traffic on Harriet Avenue. • I will have no privacy in my back yard 7626 Harriet Avenue South. • Having a three story apartment building in my back yard. Disappearing of privacy in my backyard. The complete loss of privacy with a three story monster in my back yard. • That my property will lose value. • The affect on my property value. Devaluation of adjacent residential properties. • Being able to see traffic on 76th Street going east from my driveway if trees are planted along 76th Street. • Traffic generated onto 76th Street going west. Traffic back up now past Harriet during rush hour. • The traffic on 76th Street. • High density creating problems with children and pets. • Lack of "buffer" and increased traffic. 10-ao What are three things, which you believe, could be changed on the development plan to address your concerns? (Note: the order of responses have been rearranged in the order of their prevalence) • Mature big trees to hide the three story monster. • Plant really big trees along the edge of my back yard to replace the tiny hedge in the picture. • For the berm /plants lining our properties to be as tall as possible. • Lower buildings to two stories to be more appropriate buffer next to single family homes. • Decrease the building height from three stories to two stories. • Make it a two story. • 10 -12 foot fence along property lines. • Consider a fence instead of bushes. • Put in a "huge" privacy fence. • Dead end Harriet Avenue so that it remains residential traffic. • Make Harriet a dead end. • Take down large silver maple and forget trees along 76th...... plant flowers like on 77th Street. • A retaining wall. • Place the condos two story ends to "butt" against the remaining homes • The dialogue to open to know exactly what your doing to us. so • Make a better effort for the existing commercial property owner(s) to deal with the Lyndale storefro t n. • Take your tinker toys and go home. Please list any additional information on the development, which would be helpful in evaluating the development: • A printed copy of plans and estimates. • Architectural rendering or "point of perspective" looking from comer of Harriet Avenue showing entire project as it looks with houses in place. • Be honest about how soon before you knock on my door to take my house away. Other comments: • My major concerns are traffic and my neighborhood community — because of this, it will dissolve. • This is very upsetting and causing lots of tears and anger and the powers that be need to wake up and realize we don't want to live in such dense housing this is not south Minneapolis - we moved out for space and now Richfield is becoming apartments and condos. • This is a sucky thing to do to a really nice neighborhood. m sm i qE r I 1 1 , • I I i it u =ANC 1 !� ..� PAC; JE i 177 1 iM i i 1 IL t I fjCEl j �' 1 • 1 i 1 ! III ; i f i i i i i i i1 i i i \ i t��.. i 1 ; 1 ?pill F , > I • s>i� w c 0 a 111 W 11J z tz GARFIELD COURT TOWNHOMES Garfield Avenue i Nest 78th Street RICHFIELD. MINNESOTA 1 Lei tv i � 1 CITY OF RICHFIELD, MINNESOTA Council Letter No. 267 Agenda November 8, 1999 Issue Statement: Public hearing on a request for an amendment to the Comprehensive Plan for Phase III of the Lyndale Gateway planned unit development plan (condominiums). Background: On September 13, 1999, the City Council approved a planned unit development (PUD) plan for the Lyndale Gateway development. Phase III of the PUD plan is 40 owner - occupied condominium units on the 1/2 block east of Garfield Avenue. The Comprehensive Plan guide plan designation for the property is R (single family residential). The proposed development is more appropriately guided as R -MM (medium density multiple family residential). The Comprehensive Plan goals encourage a greater diversity of housing types in the City. The Plan also encourages transitional land uses between commercial /high density areas and single family residential neighborhoods. Recommended Motion: Conduct a public hearing and approve the revisions to the Comprehensive Plan subject to approval by the Metropolitan Council. Basis of Recommendation: 1. It is consistent with the goals of the Comprehensive Plan to provide transitional land uses between commercial /high density areas and single family residential neighborhoods. 2. The proposed condominium development was requested by neighbors on Garfield Avenue who believe a land use transition is needed between the senior housing development on Lyndale Avenue and the single family residential neighborhood. 3. The final development plan and conditional use permit for Phase III is also before the City Council this evening. Several design features have been incorporated into the final development plan to make the development an appropriate transition between the senior housing /office development and the single - family neighborhood. 4. Notice of the public hearing was published in the Sun - Current and mailed to property owners within 350 feet of the subject property. 5. The Planning Commission conducted a public hearing on October 26, 1999 and voted unanimously to approve the amendment. . Alternative Recommendation: Do not amend the Comprehensive Plan. Discussion /Decision Mode: A public hearing is scheduled for 7:00 p.m., Monday, November 8, 1999 in the Council Chambers, Richfield City Hall, 6700 Portland Avenue. Respectfully submitted, (Qllt� Samantha Orduno City Manager SO:ds Attachment • • RESOLUTION NO. 9-0, RESOLUTION OF THE RICHFIELD CITY COUNCIL ADOPTING A REVISION TO THE RICHFIELD COMPREHENSIVE PLAN, 1997 -2007 WHEREAS, the City has reviewed the Comprehensive Plan Guide Plan with respect to the Lyndale Gateway redevelopment project; and WHEREAS, as shown in Attachment A, the Comprehensive Plan Guide Plan currently designates the 1/2 block east of Garfield Avenue, from 76th to 77th Street, as "R ", which allows for single family residential; and WHEREAS, the Lyndale Gateway redevelopment project calls for a transition area of medium density housing between the commercial and high density multi - family residential land uses on Lyndale Avenue and the single family residential neighborhood to the east; and WHEREAS, the Planning Commission conducted a public hearing concerning adopting the revision on October 26, 1999; and WHEREAS, the appropriate jurisdictions have been notified of the amendment to the City of Richfield Comprehensive Plan; and WHEREAS, the City Council has conducted a public hearing concerning adopting revisions to the Comprehensive Plan on November 8, 1999. NOW, THEREFORE, BE IT RESOLVED, that the Richfield City Council amend the Comprehensive Plan Guide Plan to re- designate land 1/2 block east of Garfield Avenue, between 76th and 77th Street, from "R" to "RMM" (medium density residential) subject to the following condition: 1. That the revisions be submitted to and be reviewed and approved by the Metropolitan Council. Adopted by the City Council of Richfield, Minnesota this 8th day of November, 1999. Martin J. Kirsch, Mayor ATTEST: • Thomas P. Ferber, City Clerk m 41 0 CITY OF RICHFIELD, MINNESOTA Council Letter No. 266 Agenda November 8, 1999 Issue Statement: Public hearing and second reading of the ordinance for the sale of property at 6812 Queen Avenue to the Housing and Redevelopment Authority. Background: At the October 11 meeting, the City Council authorized the acquisition of 6812 Queen Avenue and held the first reading of an ordinance authorizing sale of the property to the Housing and Redevelopment Authority (HRA). The HRA also approved purchase of the property from the City at their October 18 meeting. The City will use federal Community Development Block Grant (CDBG) funds to acquire the property. Upon sale to the HRA, the 50 x 127 ft. property would be developed under the New Home Program. The U.S. Department of Housing and Urban Development (HUD) has rules which require that the City purchase the property and subsequently transfer it to the HRA to develop and re -sell at the appropriate time. It is anticipated that the City will acquire the property in November. Following acquisition, the City and HRA would enter into a purchase agreement for $1.00. The purchase agreement would be contingent on publication of the transitory ordinance. Sale of the property to the HRA could occur in early December if the transitory ordinance is approved at the November 8 meeting. The HRA would be responsible for any holding or maintenance costs incurred at the property after acquisition by the City. Recommended Motion: It is recommended that the City Council hold the public hearing and approve the second reading of the transitory ordinance authorizing the sale of 6812 Queen Avenue to the HRA. Basis of Recommendation: 1. The HRA has identified this property for a New Home project and authorized staff to acquire the property at the October 18 meeting. 2. The City Council has authorized the acquisition of 6812 Queen Avenue. 3. City owned property requires a public hearing and the adoption of a transitory ordinance to effectuate a sale. Alternative Recommendation: Do not give second reading of the transitory ordinance. This would negatively impact the proposed redevelopment of the substandard site. Discussion /Decision Mode. • Sale of the property from the City to the HRA requires publication of a transitory ordinance following the November 8 meeting. Respeetfplly submitted, Samantha Orduno City Manager SO:ds • U S"-), 0 TRANSITORY ORDINANCE NO. AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE SALE, TRANSFER OR OTHER DISPOSITION AND CONVEYANCE OF CERTAIN CITY OWNED REAL PROPERTY LOCATED IN THE CITY OF RICHFIELD, COUNTY OF HENNEPIN, STATE OF MINNESOTA, 6812 QUEEN AVENUE The City of Richfield Does Ordain: Section 1: The following described real property located in the City of Richfield, County of Hennepin, State of Minnesota, is hereby authorized to be sold, transferred or otherwise disposed of, and conveyed by the City, described as follows: Lot 4, Block 3 Tingdale Bros.' Lincoln Hills Third Addition, Hennepin County, Minnesota, and having the street address of 6812 Queen Avenue South, Richfield, Minnesota Section 2: The Mayor and City Manager are hereby authorized to take all actions as required to sell, transfer, or otherwise dispose of and convey the real property described in the foregoing Section 1, including, by way of illustration and not limitation, the execution of all documents, purchase agreements, deeds of conveyance, and other instruments connected with such sale, transfer or other disposition and conveyance. Passed by the City Council of the City of Richfield, Minnesota this 8th day of November, 1999 by the Richfield City Council ATTEST: Thomas P. Ferber, City Clerk • Martin J. Kirsch, Mayor • CITY OF RICHFIELD, MINNESOTA Council Letter No. 265 Agenda November 8, 1999 Issue Statement: Public hearing on a request for a conditional use permit to allow the addition of a gas station /convenience store to the existing shopping center at 1208 East 66th Street. Background: The applicant, Mark Ogren of Ogren Properties Group, is seeking a conditional use permit to allow use of the property at 1208 East 66th Street as a gas station. He is proposing to convert the tenant space at the west end to a convenience store /gas station. Three gas pumps, with six fueling stations, and a canopy would be installed in the parking area located to the west of the center. Fifty -five parking spaces would be provided on site along with six spaces at the gas pumps. Fifty -two parking spaces are required for a building of this size. The current. parking situation was reviewed over a two -week period. Nineteen to forty -eight percent of the parking spaces were used during this time period with the greatest usage occurring on Saturday afternoon (see Attachment C). The amount of parking spaces attributed to the non - convenience store portion of the shopping center (based on building size) would be 41 spaces. Twenty spaces would remain for the gas station /convenience store portion of the development. The business proposes to be open 24 -hours a day, which is permitted for a gas station located on a County road. Consistent with the City and County's access management guidelines, the current access to the property on 66th Street would be eliminated. All access to the center would be from 12th and 13th Avenues. There are currently three access points on 12th Avenue. The north and south access would be eliminated and the center access widened to serve as the primary access. The Planning Commission reviewed the proposal on September 28 and October 26. The Planning Commission conducted an extensive review of several issues relating to the proposal. A detailed review of those items and the Planning Commission's response is provided in Attachment A. A summary of the issues follows: Truck delivery access: A truck - trailer cannot make the turn onto 12th Avenue if cars are parked on the street. Parking is permitted along 12th Avenue, and street parking has been observed by City staff. Truck access would be possible if parking were restricted on the west side for 100 feet north of 66th Street and on the east side for 20 feet south of the driveway. Given the location of a fire hydrant on the west side (approximately 50 feet from 66th Street plus 30 feet where no parking is permitted) and the gain of parking spaces on the east side where curb cuts are currently located, there would be a net loss of one to two street parking spaces if parking restrictions were put in place. • The applicant proposes to schedule fuel deliveries, which occur 2 -3 times per week, during evening hours, before 10 p.m., when street parking is less common. The applicant does not, however, have complete control over when trucks arrive. Traffic: The applicant has submitted information that average daily traffic in a convenience store /gas station of this size, from his experience, is 750 customers. Peak periods coincide with morning and evening rush hours. In the applicant's experience, there will be a certain amount of convenience store customers who walk. There are also a certain amount of shared trips in the case of a convenience store /gas station, i.e. someone going to a business in the mall will get also get gas. Average daily traffic for a shopping center of this size is 1,085 cars /day (minimum = 332; maximum = 1,389). The City's Transportation Engineer has reviewed the proposed application and determined that there is more than adequate capacity in the City's road system to accommodate the increased traffic. He also believes that it is unlikely that 12th Avenue will be used for short-cut trips. Traffic using 12th Avenue to come to and from the station will generally be traffic from the neighborhood. Turning movements of the Phillips 66 station across the street were monitored during one p.m. peak period. The results indicate that 95 percent of incoming customers came from 66th Street and 74 percent of outgoing customers used 66th Street. Landscaping: The parking lot is constructed to the property lines. Parking lot landscape standards for a new development require an eight -foot parking lot setback from the property line to allow for appropriate landscaping. In the case of remodeling existing sites, staff has been flexible with this setback requirement, recognizing the need to work around existing building and parking locations. Because of the existing parking lot and building location, an eight -foot parking lot setback along the 66th Street property line on this site would eliminate 12 stalls on the east end and interfere with traffic circulation on the west end. Because of these impacts and because of the amount of existing landscaping, staff did not recommend enforcing the eight -foot setback requirement. The site is currently landscaped with 18 mature coniferous trees located along the north and east property lines and shrubs located in the right -of -way along 66th Street. A condition of any approval should be that, at such time that the coniferous trees reach the end of their mature life, they need to be replaced with comparable species and of a size to be approved by staff. Staff recommends that additional landscaping be added along the north property line to fill in the area underneath the tree canopy. The applicant would, however, like to receive input on the landscaping and fencing plans from the adjacent neighbors before finalizing the plan. Staff also recommends that additional landscaping be added in the 66th Street right -of -way, if the County will issue a permit. • There are two boulevard trees on 12th Avenue. The applicant has requested that the south boulevard tree be removed. Both trees have been reviewed by the City Forester • and determined to be healthy. In the event that the tree(s) would need to be removed to widen the center driveway, the applicant is responsible for replacing the tree(s) on a two- for -one basis. Lighting: A lighting plan has been submitted that meets the ordinance requirement for a light level of 0.5 foot candle at the residential property line. According to the applicant, the lighting in the canopy would be recessed to prevent glare. The detailed canopy construction and electrical plans would be reviewed by the City's lighting consultant to ensure that appropriate standards are met. An escrow is also recommended to cover the cost of making any adjustments to the lighting once it is installed if staff determines adjustments are necessary. Phone Booths: There are currently two phone booths located in the parking lot of the property. In the past, staff has received complaints about the activity generated by the phone booths and has recommended that the applicant relocate the phone next to or inside the convenience store to allow for closer monitoring. The applicant has agreed to limit the types of calls that occur after 10 p.m. to emergency calls only. If the phone company does not agree to this restriction, the applicant agrees to remove the phones. Refueling Tank Location: The refueling tanks are located on the north side of the property. Staff recommends that the tanks be relocated away from the adjacent residential property. The applicant wants the tanks to remain in the proposed location close to the adjoining residence and will attempt to schedule refueling -deliveries during daytime hours. The applicant does not, however, have complete control over delivery times. Adjacent Property Owners: The applicant contacted the adjacent property owners on 12th and 13th Avenues. The applicant agreed to meet with the owner on 13th Avenue after an operator was been selected to go over any operational concerns. The owner on 12th Avenue chose not to meet with the applicant. The applicant also hosted a meeting with neighborhood residents on October 21. The meeting did not result in any changes to the proposed application. The neighbors were simply opposed to the project. Planning Commission: Based on its review of these issues, the Planning Commission voted five to one to deny the conditional use permit application. The alternative recommendation in the staff report reflects the Planning Commission's determination. Recommended Motion: Approve the request for a conditional use permit at 1208 East 66th Street with the following stipulations: 1. That a revised fence design be submitted based on feedback from the adjacent property owners and approved by the Community Development Director. 2. That a revised landscape plan be submitted based on feedback from the adjacent • property owners and from the County regarding plantings in the boulevard and approved by the Community Development Director and that a landscape escrow be submitted. qI-5 3. That, at such time as the coniferous trees reach the end of their life, they be replaced one - for -one with trees, the species and size of which to be approved by the Community Development Director. 4. That the design of the trash enclosure match that of the existing building and be approved by the Community Development Director. 5. That an escrow be submitted to cover the costs of lighting adjustments that might be needed in the first year of operation. 6. That a signage plan be submitted and approved by the Community Development Director. 7. That the fuel tanks be relocated to the south side of the property 8. That the telephone booths currently in the parking lot be removed or restrictions be placed on them to limit calls between 10:00 p.m. and 7:00 a.m. to emergency calls only. 9. That a storm water management plan be approved by the Public Works Director 10. That a sediment and erosion control plan be approved by the Public Works Director. 11. That a conditional use permit resolution be recorded with the County, pursuant to Minnesota statutes section 462.36, subdivision 1. Basis of Recommendation: 1. The proposed use is consistent with the Community Commercial designation for the property in the City's Comprehensive Plan. 2. With the stated stipulations, the proposed gas station /convenience store will be in compliance with the performance standards specified in Section 541 of the zoning code (dump site enclosure, storm water management, etc.). 3. With the stated stipulation, the proposed gas station /convenience store will not have undue adverse impacts on governmental facilities, utilities, services, or existing or proposed improvements. 4. With the stated stipulations, the proposed gas station /convenience store will not have undue adverse impacts on the public health, safety, or welfare. 5. The proposed gas station /convenience store meets or will meet all the specific conditions set by this code for the granting of such conditional use permit. Alternative Recommendation: Deny the request for a conditional use permit for the proposed gas station /convenience store on the following basis: --7-q 1. The proposed use would have an adverse impact on surrounding properties. The level of noise and traffic would be such that residential properties would be negatively impacted. 2. A 25 -foot buffer yard is required to adequately screen the use from the adjacent residential property. Inclusion of the buffer yard would reduce the amount of parking such that it could not meet the required parking standard. 3. The proposal is a change -in -use of an existing structure; however, the change is such that the application should come into compliance with landscape standards for new construction and building additions. Parking standards cannot be met if the property is to meet landscape standards. 4. Trucks cannot adequately maneuver out of the site without parking restrictions placed on 12th Avenue. Parking restrictions on 12th Avenue in this area would negatively impact the neighborhood. An alternative to parking restrictions would be to leave the curb cut on 66th Street open. Individual access points on 66th Street are inconsistent with the access management guidelines of the City and County. Individual access points have an undue adverse impact on the flow of traffic on 66th Street. 5. The proposed change in use is inconsistent with the goals and policies of the Comprehensive Plan, specifically to manage commercial development in a manner that will not harm the residential character of Richfield and reinforce existing boundaries for commercial developments and provide transitional use areas that protect and improve adjacent residential areas. Discussion /Decision Mode: A public hearing is scheduled for 7:00 p.m., Monday, November 8, 1999 in the Council Chambers at Richfield City Hall, 6700 Portland Avenue. Respectfully submitted, a Orduno City Manager SO :ds Attachments • 0 RESOLUTION NO. RESOLUTION FOR APPROVING A CONDITIONAL USE PERMIT 1208 EAST 66TH STREET WHEREAS, an application has been filed with the City of Richfield which requests approval of a conditional use permit for a gas station /convenience store on land generally located at 1208 East 66th Street. WHEREAS, the City has fully considered the request for approval of the conditional use permit; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, Minnesota, as follows: 1. A conditional use permit is issued for a gas station /convenience' store, as described in City Council Letter No. , on the Subject Property legally described above. 2. The conditional use permit is subject to completing the following conditions before an occupancy permit will be issued and remaining in compliance with the conditions for the duration of the permit: • That a revised fence design be submitted based on feedback from the adjacent property owners and approved by the Community Development Director. • That a revised landscape plan be submitted based on feedback from the adjacent property owners and from the County regarding plantings in the boulevard and approved by the Community Development Director and that a landscape escrow be submitted. • That, at such time as the coniferous trees reach the end of their life, they be replaced with trees, the species and size of which to be approved by the Community Development Director. • That the design of the trash enclosure match that of the existing building and be approved by the Community Development Director. • That an escrow be submitted to cover the costs of lighting adjustments that might be needed in the first year of operation. • That a signage plan be submitted and approved by the Community Development Director. • That the fuel tanks be relocated to the south side of the site. • That the telephone booths currently in the parking lot be removed or restrictions be placed on them to limit calls between 10:00 p.m. and 7:00 a.m. to emergency calls only. • That a storm water management plan be approved by the Public Works Director. • That a sediment and erosion control plan be approved by the Public Works Director. 1-� � • That this resolution be recorded with the County, pursuant to Minnesota statutes section 462.36, subdivision 1. 3. The 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 Zoning Ordinance, Section 546.05, Subd. 9 Adopted by the City Council of the City of Richfield, Minnesota this 8th day of November, 1999. ATTEST: Thomas P. Ferber, City Clerk • Martin J. 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U a 1— O L C 4O I— Q .r O ca a) N to r> C L a) U S? O O N Q-c E ` as 2M-CL"� to V a � oa)'°°- U) EcCL mac �nsU) m ��'a�� a) co °cQ- 0 0 CL , N��°a)3c"o.63 �U� (nm �°°.,�a)0 )MU)Em d cm L O C 'a N -a E a) ,C �_�++ N`- O "a in c •- Q. r N ca 3 n O U a O a - O Co a) c -0 a) C R C CL w U U a) — O N cm O 0 =E- d O ��vwEc �C °8 ) Q E ,o0c.0aQ� - =� 0 V m M- U U) C � � Q 0 'aoN3'a a) „ a)� U •- cma)a)mo �a)o O c C .a) W N -0 'v 7 V '' O ` O U O ,, p ai N `�- a L a) L a" Q. w CL = 7 M O N- v )0-.E3�''��. a) acn�Lw M �J October 20, 1999 BY FAX AND MAIL ATTACHMENT B < illsbury Center 2u; South Sixth Street Minneapolis MN 55402 (612) 337 -9300 telephone (612) 337 -9310 fax http://www.kennedy-graven.com Julie Urban City of Richfield 6700 Portland Avenue South Richfield, MN 55423 RE: Conditional Use Permit Issues Dear Julie: "7,1 CORRINE H. THOMSON Attorney at Law Direct Dial (612) 337 -9217 email: cthomson @kennedy- graven.com You requested advice regarding the meaning of two provisions in the zoning code. - The questions apparently arose in connection with the planning commission's review of a conditional use permit application for a gas station. The first question concerned Subsection 526.27, subd. 12(c) of the Richfield City Code. That section provides that a service station or service station/convenience store "shall not be located within 300 feet of the grounds of a school, church, or hospital." The property in question is located within 300 feet of a Montessory day care. You asked whether subdivision 12(c) would prevent the issuance of a conditional use permit under those circumstances. My response is no. The zoning code does not treat day care facilities as synonymous with schools or churches. See, e.g., Subsection SLCi.2`i, subd. 20(c). It the city council had intended to prohibit gas stations within 300 feet of a day care center, it could have said so, but it did not. Second, you asked whether the conditional use permit could be denied under subsection 546.05, subd. 6(f). That subsection provides that the City Council may not issue a conditional use permit unless "there is a public need for such use at the proposed location." Neighboring residents claim that there is no public need because there are five gas stations within one half mile of the site. In my opinion, the City Council could not deny the conditional: use- permit based upon a lack of "public need," under the circumstances that you have described. The Minnesota Supreme Court addressed a similar issue in Metro 500, Inc. v. City of Brooklyn Park, 211 N.W.2d 358 (1973). In that case, the City of Brooklyn Park denied a conditional use permit for a gas station on the CAH- 170501 RC 160 -5 Kennedy CX Graven �J October 20, 1999 BY FAX AND MAIL ATTACHMENT B < illsbury Center 2u; South Sixth Street Minneapolis MN 55402 (612) 337 -9300 telephone (612) 337 -9310 fax http://www.kennedy-graven.com Julie Urban City of Richfield 6700 Portland Avenue South Richfield, MN 55423 RE: Conditional Use Permit Issues Dear Julie: "7,1 CORRINE H. THOMSON Attorney at Law Direct Dial (612) 337 -9217 email: cthomson @kennedy- graven.com You requested advice regarding the meaning of two provisions in the zoning code. - The questions apparently arose in connection with the planning commission's review of a conditional use permit application for a gas station. The first question concerned Subsection 526.27, subd. 12(c) of the Richfield City Code. That section provides that a service station or service station/convenience store "shall not be located within 300 feet of the grounds of a school, church, or hospital." The property in question is located within 300 feet of a Montessory day care. You asked whether subdivision 12(c) would prevent the issuance of a conditional use permit under those circumstances. My response is no. The zoning code does not treat day care facilities as synonymous with schools or churches. See, e.g., Subsection SLCi.2`i, subd. 20(c). It the city council had intended to prohibit gas stations within 300 feet of a day care center, it could have said so, but it did not. Second, you asked whether the conditional use permit could be denied under subsection 546.05, subd. 6(f). That subsection provides that the City Council may not issue a conditional use permit unless "there is a public need for such use at the proposed location." Neighboring residents claim that there is no public need because there are five gas stations within one half mile of the site. In my opinion, the City Council could not deny the conditional: use- permit based upon a lack of "public need," under the circumstances that you have described. The Minnesota Supreme Court addressed a similar issue in Metro 500, Inc. v. City of Brooklyn Park, 211 N.W.2d 358 (1973). In that case, the City of Brooklyn Park denied a conditional use permit for a gas station on the CAH- 170501 RC 160 -5 Julie Urban 117 — / 6/ October 20, 1999 Page 2 of 3 ground that the area already had too many service stations and that the property should be reserved for some other use allowed by the zoning ordinance. The court held that "the limitation of the number of one type of use in a particular area does not bear a sufficient relationship to the public health, safety, or general welfare of a community and that the denial of a special use permit for such a reason is therefore arbitrary." 211 N.W.2d at 363. The court indicated that the economic interaction of supply and demand should determine the number and type of permissible uses within a zone, not the city council's collective opinion on the issue. It should be noted that the Metro 500 court expressed concern about the lack of guidelines or standards to guide the city council its decision. In that case, the city council had made its decision based upon the general standard of "health, safety and public welfare." The Metro 500 court stated that it was not predicting what the outcome would be in a case where the zoning code expressly authorized the council to deny permits based on the number of particular uses in a zoning district, "assuming some reasonable standards for such decisions were contained in the code and that a comprehensive plan for future development was adopted by the city." 211 N.W.2d at 364. Subsection 546.05, subd. 6(f), however, does not contain any standards for determining "public need," and in that respect subdivision 6(f) is no more specific than the public health, safety, and is welfare rationale used by the city council in Metro 500. It is doubtful that a court would allow the city council to deny a permit based upon subdivision 6(f), where the council is essentially relying upon its own collective opinion as to whether a use is economically prudent. The "public need" criterion is essentially so vague that it is meaningless in the context of enforcing the ordinance. If the planning and commission and council are interested in using "public need" as a basis for evaluating conditional use permits, I recommend that the ordinance be drafted to include more specific criteria (e.g., that there are not more than "x" similar uses located within a specified distance from the property). • Let me know if you have further questions. Sincerely, Corrine H. Thomson CAH- 170501 RC 160 -5 ATTACHMENT C 0 Parking Study For 1208 E 66th Street There are a total of 89 spaces in the lot. BY DATE i • (0 Date Time Cars In Lot % Full Cars on 12th Ave. Cars on .13th Ave. Tues., Oct. 5, 1999 5:15 p.m. 22 25% 0 3 Wed., Oct. 6, 1999 12:15 p.m. 18 20% 3 6 Thurs., Oct. 7, 1999 12:30 p.m. 17 19% 3 5 Sat., Oct. 23, 1999 12:30 p.m. 43 48% 1 3 Fri., Oct. 8, 1999 9:30 a.m. 17 19% 5 4 Sat., Oct. 9, 1999 8:20 a.m. 13 15% 13* 0 Sat., Oct. 9, 1999 5:30 p.m. 25 31% 1 4 Wed., Oct. 13, 1999 8:30 a.m. 12 13% 3 1 Wed., Oct. 13, 1999 5:30 p.m. 21 24 % 1 4 Mon., Oct. 18, 1999 10:15 a.m. 17 19% 7* 2 BY TIME Date Time Cars In Lot % Full Cars on 12th Ave. Cars on 13th Ave. Sat., Oct. 9, 1999 8:20 a.m. 13 15% 13* 0 Wed., Oct. 13, 1999 8:30 a.m. 12 13% 3 1 Fri., Oct. 8, 1999 9:30 a.m. 17 19% 5 4 Mon., Oct. 18, 1999 10:15 a.m. 17 19% 7* 2 Wed., Oct. 6, 1999 12:15 p.m. 18 20% 3 6 Thurs., Oct. 7, 1999 12:30 p.m. 17 19% 3 5 Tues., Oct. 5, 1999 5:15 p.m. 22 25% 0 3 Sat., Oct. 9, 1999 5:30 p.m. 25 1 31% 1 4 Wed., Oct. 13, 1999 5:30 p.m. 21 24% 1 4 Sat., Oct. 23, 1999 12:30 .m. 43 48% 1 3 *On October 9, 1999 during the morning count, King Oscar's lot was completely full and on Oct. 18th the lot was nearly full. Store Hours Tenant Hours Hobby Depot M -F 10am — 9pm Sat. 10am — 6pm Sun. 12pm — 5 m Oulie's Oriental Market Sun. -Sat. 10am — 8 m Mirkwood M - Tu Closed W — Th 3pm — 9pm Fri. 3pm — 2am Sat. 10am — 2am Sun 10am — 6 m Andon Balloons M — Sat. 9am — 5pm Sun. Closed Something Fishy M — F 12pm — 9pm Sat. 10am — 7pm Sun. 12pm - 6 m CITY OF RICHFIELD, MINNESOTA Council Letter No. 264 Agenda November 8, 1999 Issue Statement: Public hearing and consideration of a resolution establishing the City of Richfield as a host community for the issuance of private activity bonds for St. Ann's Residential Services, Inc. Background: St. Ann's Residential Services, Inc. (St. Ann's) is a non - profit, 501(c)(3) organization. They own three residential properties in Richfield as well as residential property in Roseville, Maplewood, St. Paul and Minneapolis. They provide housing for adults with developmental disabilities. Currently, the debt on their property in the above indicated communities is taxable market rate. They would like to lower their costs by shifting their debt from taxable to non - taxable. At the October 4 Study Session, the City Council indicated they would consider host city status under the proposed tax exempt financing. The City of Roseville would be the issuer of the financing not to exceed $2,100,000 (the three homes in Richfield would account for up to $500,000 of that amount). St. Ann's is a non-profit, which is eligible to apply for exemption from the payment of real estate taxes. Currently, the three properties in Richfield pay approximately $6,000 total in real estate taxes. The following documents are attached: • The resolution for adoption by the City Council which would establish Richfield's position as a host city and ratifies the notice of public hearing; and • The joint powers agreement which spells out the relationship of the cities involved in this transaction (Minneapolis, Maplewood, Roseville and St. Paul together with Richfield), which is approved when the City Council acts on the resolution. Recommended Motion: Hold the public hearing and approve a motion adopting the attached resolution which makes Richfield a host City in the issuance of health facilities revenue obligations for St. Ann's Residential Services, Inc. and also ratifies the publication of the notice of public hearing. Basis of Recommendation: 1. The resolution indicates that as a host city, the City of Richfield creates no encumbrance of any kind on any property of the City and does not obligate staff with regard to any debt associated with this form of financing. �4 2. St. Ann's will pay for all costs incurred by the City for processing this item, with Richfield as a host city. The three properties in Richfield can be refinanced with tax exempt financing. 3. St. Ann's will become a more cost - effective organization. 4. Notice of public hearing was published in the Sun Current on October 20, 1999. 5. Bond Counsel Stephen Bubul at Kennedy and Graven has reviewed the resolution and the joint powers agreement and found them acceptable. Alternative Recommendation: 1. Delay action. 2. Reject host city status. Discussion /Decision Mode: Action on this item at the November 8 meeting will help make it possible for this financing to close prior to year's end. Respectfully submitted, Cam5ant'ha Orduno City Manager SO:ds Attachments Is RESOLUTION NO. • RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE OF HEALTH FACILITIES REVENUE OBLIGATIONS FOR A PROJECT BY ST. ANN'S RESIDENTIAL SERVICES, INC. LOCATED IN THE CITY OF RICHFIELD, MINNESOTA UNDER MINNESOTA STATUTES, CHAPTER 469 AND RATIFYING PREPARATION AND PUBLICATION OF A NOTICE OF THE HEARING BE IT RESOLVED by the City Council of the City of Richfield, Hennepin County, Minnesota (the "City "), as follows: 1. Authority. Minnesota Statutes, Sections 469.152 through 469.165 as amended, (the "Act ") authorizes a city to issue revenue obligations to finance a project consisting of any properties, real or personal, used or useful in connection with a revenue producing enterprise engaged in providing health care services, including hospitals, nursing homes, and related medical facilities. 2. The Project. a. Representatives of St. Ann's Residential Services, Inc., a Minnesota nonprofit • corporation (the "Corporation "), have advised the City that the Corporation desires to refinance debt incurred by the Corporation with respect to the acquisition and betterment of real and personal property, all with respect to the Corporation's 4 -bed supervised living services facilities for the developmentally disabled, located at 6241 Thomas Avenue S., 6729 Oakland Avenue S., and 7227 Wentworth Ave. S., Richfield, Minnesota (the "Richfield Project "). b. Such representatives further advise the City that the Corporation also desires to finance other projects under the Act which are located in Minneapolis, Maplewood, Roseville, and Saint Paul, Minnesota (collectively, the "Host Cities "), generally consisting of (a) financing the acquisition of new facilities; and (b) refinancing debt incurred by the Corporation with respect to the acquisition and betterment of real and personal property (collectively, the "Project "). 3. Financing. a. The Corporation desires to finance the Project, which includes the Richfield Project, through the issuance of tax exempt revenue obligations of the City of Roseville, Minnesota (the "Issuer "). The Corporation has requested that the Issuer issue such obligations (the "Obligations ") for the Project. 0 1096188.1 2 b. The Obligations, when and if issued for the Project, shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, the Issuer or the • Host Cities. (There will, however, be a charge, lien or encumbrance on the Project, which is not an asset of the City, the Issuer or the Host Cities.) The Obligations, when and if issued, shall recite in substance that the Obligations and the interest thereon, are payable solely from revenues received from the Project and property pledged for payment thereof, and shall not constitute a debt of the City, the Issuer or the Host Cities. 4. Recital of Representations Made by the Corporation. a. The City has been advised by representatives ofthe Corporation that: (i) conventional financing is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced; (ii) on the basis of information submitted to the Corporation and their discussions with representatives of area financial institutions andpotential buyers oftax- exempt bonds, the Obligations could be issued and sold upon favorable rates and terms to finance the Project; (iii) the Corporation will experience a significant debt service cost savings as a result of the Project; and (iv) the Project would not be undertaken but for the availability of financing under the Act. . b. The Corporation has agreed to pay any and all costs incurred by the City in connection with the issuance of the Obligations, whether or not such issuance is carried to completion. C. The Corporation has represented to the City that no public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. 5. Joint Powers Agreement. a. The Corporation has requested that the City, the Issuer, and the Host Cities cooperate (as permitted by Minnesota Statutes, Section 471.59) through a joint powers agreement in authorizing the financing of the Project through the issuance of the Obligations by the Issuer pursuant to the Act. b. Under the Act, the City, the Issuer and the Host Cities are each authorized and empowered to issue revenue bonds or a revenue note to finance or refinance all or any part ofthe costs of a project consisting ofthe refinancing of debt incurred with respect to, or acquisition and betterment of, health care facilities or revenue - producing • facilities of organizations described in Section 501(c)(3) ofthe Internal Revenue Code 1096188.1 3 of 1986, as amended (the "Code ") and to refund bonds previously issued under the • Act. C. A draft copy of the Joint Powers Agreement among the City, the Issuer and the Host Cities (the "Joint Powers Agreement ") has been submitted to the Council and is on file in the offices of the City Clerk. L1 d. The Joint Powers Agreement is hereby made a part of this Resolution as though fully set forth herein and is hereby approved in substantially the form presented to the City Council. The Mayor, the Manager and the Clerk, or the authorized designee of any of the foregoing, are authorized and directed to execute, acknowledge, and /or deliver the Joint Powers Agreement on behalf of the City with such changes, insertions, and omissions therein as the City Attorney may hereafter deem appropriate, such execution to be conclusive evidence of approval of such document in accordance with the terms hereof. e. The Mayor, the Manager and the Clerk, or the authorized designee of any of the foregoing, are authorized and directed to execute and deliver such other documents or certificates needed from the City for the sale of the Obligations. 6. Public Hearing. a. As a portion of the Project is to be located within the City, the City conducted a public hearing on the date hereof on the proposal to undertake and finance the Project, pursuant to the requirements of Minnesota Statutes, Section 469.154, Subd. 4 and Section 147(f) of the Internal Revenue Code of 1986, as amended. b. All prior actions taken by the Clerk with respect to directing Briggs & Morgan, P.A. to prepare the Notice of Public Hearing causing notice of the hearing to be given one publication in the official newspaper of the City and a newspaper of general circulation in the City, not less than 14 days nor more than 30 days prior to the date fixed for the public hearing is hereby ratified. 7. Host Approval. The City hereby gives the host approval required under the Internal Revenue Code to the issuance of the Obligations. 1096188.1 4 (0 --� sAdopted by the City Council of the City of Richfield, Minnesota, this 8th day of November, 1999. n Attest: City Clerk 1096188.1 Mayor • • STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD I, the undersigned, being the duly qualified and acting Clerk of the City of Richfield, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to a resolution giving host approval to the issuance of revenue and authorizing execution of a Joint Powers Agreement. 1096188.1 WITNESS my hand this 8th day of November, 1999. City Clerk 6.--7 NOTICE OF PUBLIC HEARING 40 ON PROPOSED PROJECT AND THE ISSUANCE OF PRIVATE ACTIVITY BONDS TO FINANCE HEALTH CARE FACILITIES CITY OF RICHFIELD, HENNEPIN COUNTY, MINNESOTA Notice is hereby given that the City Council of Richfield, Minnesota (the "City ") will meet on Monday, November 8, 1999, at _ p.m. in the City Hall in Richfield, Minnesota, for the purpose for conducting a public hearing to consider giving host approval to the issuance by the City of Roseville, Minnesota of health care facilities revenue obligations, in one or more series, under Minnesota Statutes, Sections 469.152 through 469.165 (the "Act "), in order to finance the cost of a project located in the City. The project will consist of refinancing the costs of acquisition and betterment of real and personal property, with respect to 4 -bed supervised living services facilities for the developmentally disabled, located at 6241 Thomas Avenue S., 6729 Oakland Avenue S., and 7227 Wentworth Ave. S., Richfield, Minnesota in the maximum amount of $500,000 (the "Project ") all on behalf of the owner, St. Ann's Residential Services Inc., a Minnesota nonprofit corporation (the "Corporation "). The Corporation has proposed combining the financing for the Project with the financing of other projects under the Act which are located in the Cities of Minneapolis, Maplewood, Roseville and Saint Paul, Minnesota (collectively, the "Host Cities "), with the total amount of the obligations to be issued presently being estimated at not to exceed $2,100,000. The obligations and interest thereon shall not be payable from nor charged against any funds of the City or the Host Cities other isthan revenue pledged for the payment thereof, nor shall the City or the Host Cities be subject to any liability thereon. No holders of the obligations shall ever have the right to compel any exercise of the taxing power of the City or the Host Cities to pay the obligations or the interest thereon, nor to enforce payment against any property of the City or the Host Cities. Such obligations shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City or the Host Cities, nor shall the same constitute a debt of the City or the Host Cities within the meaning of any constitutional or statutory limitations. A draft copy of the proposed Application to the Minnesota Department of Trade and Economic Development for approval of the project, together with all attachments and exhibits thereto, is available for public inspection at the office of the City Clerk at the City Hall in Richfield, Minnesota, between the hours of 8:00 a.m. and 4:30 p.m. Monday through Friday. All persons interested may appear and be heard at the time and place set forth above. Dated: October 20, 1999 CITY OF RICHFIELD 1096188.1 By /Thomas Ferber City Clerk FAM SUN JOINT POWERS AGREEMENT St. Ann's Residential Services, Inc. Project This JOINT POWERS AGREEMENT dated as of November 1, 1999 (this "Agreement ") is being entered into among: a. the City of Richfield, Hennepin County, a municipal corporation and political subdivision organized and existing under the laws of the State of Minnesota ( "Richfield "); b. the City of Maplewood, Ramsey County, a municipal corporation and political subdivision organized and existing under the laws of the State of Minnesota ( "Maplewood "); C. the City of Minneapolis, Hennepin County, a municipal corporation and political subdivision organized and existing under the laws of the State of Minnesota ( "Minneapolis "); d. the City of Roseville, Ramsey County, a municipal corporation and political subdivision organized and existing under the laws of the State of Minnesota (the . "Issuer "); and e. the City of Saint Paul, Ramsey County, a municipal corporation and political subdivision organized and existing under the laws of the State of Minnesota ( "Saint Paul "). • (The Issuer, Maplewood, Minneapolis, Richfield and Saint Paul are collectively referred to herein as the "Parties ".) 1. Recitals. a. This Agreement is being entered into pursuant to Minnesota Statutes, Section 471.59 (the "Act "). b. St. Ann's Residential Services, Inc., a Minnesota nonprofit corporation (the "Corporation "), wishes to finance the costs of a project (the "Project ") described in Exhibit A attached hereto, all on behalf of and owned and operated by the Corporation. 1096600.2 • C. The Corporation proposes to finance the Project through an issuance of revenue obligations pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Municipal Industrial Development Act "). d. Portions of the Project are located within the jurisdictional limits of each of the Parties. e. Each of the Parties is a governmental unit under the Act and each is authorized to issue revenue obligations pursuant to the Municipal Industrial Development Act. f. The Corporation has requested that the Parties cooperate, through this Agreement, to finance the Project through the issuance of health care facilities revenue obligations in an amount not to exceed $2,100,000, pursuant to the Municipal Industrial Development Act (the "Obligations "). g. The Corporation has requested that the Issuer issue the Obligations for the Project. 2. Finding. It is in the best interests of the Parties to cooperate with and facilitate the issuance of the Obligations by the Issuer as requested by the Corporation. 3. Statement of Purpose and Authority. This Agreement is entered into for the purpose of facilitating the issuance of the Obligations by the Issuer pursuant to the Municipal Industrial Development Act to finance the Project. 4. Authorizations. a. Maplewood authorizes the Issuer to issue the Obligations on its behalf in conformance with the terms and conditions set forth herein and to take all actions necessary or convenient in connection therewith and permitted by the Municipal Industrial Development Act. b. Minneapolis authorizes the Issuer to issue the Obligations on its behalf in conformance with the terms and conditions set forth herein and to take all actions necessary or convenient in connection therewith and permitted by the Municipal Industrial Development Act. C. Richfield authorizes the Issuer to issue the Obligations on its behalf in conformance with the terms and conditions set forth herein and to take all actions necessary or convenient in connection therewith and permitted by the Municipal Industrial Development Act. 1096600.2 2 6-10 d. Saint Paul authorizes the Issuer to issue the Obligations on its behalf in conformance with the terms and conditions set forth herein and to take all actions necessary or • convenient in connection therewith and permitted by the Municipal Industrial Development Act. 5. Limited Obligations. _ The Obligations shall be limited obligations of the Issuer and shall not be payable from nor charged against any funds of any of the Parties, nor shall any of the Parties be subject to any liability thereon, nor shall any holder of the Obligations ever have the right to compel any exercise of the taxing power of any of the Parties to pay the Obligations or the interest thereon, nor to enforce payment against any property of any of the Parties, nor shall the Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property of any of the Parties, nor shall the Obligations constitute a debt of any of the Parties within the meaning of any constitutional or statutory limitation. 6. Term. This Agreement shall terminate upon the earlier of: a. final maturity and payment of the Obligations; or b. payment in full of the Obligations prior to their final maturity; or C. upon the mutual consent in writing of the Parties. 07. Distribution of Assets. Upon termination of this Agreement, any property acquired pursuant to this Agreement and any surplus moneys shall be distributed: first, according to the documents entered into by the Issuer in connection with its issuance of the Obligations, second according to the Municipal Industrial Development Act and third, to the Issuer. • 8. Amendments. This Agreement may be amended in writing at any time by mutual consent of all of the Parties and the Corporation. 1096600.2 0 0 P I IN WITNESS WHEREOF, the Parties have caused their names to be signed by their respective officers thereunto duly authorized, as of the day and year first above written. CITY OF ROSEVILLE, MINNESOTA By Mayor By Manager 1096600.2 S-1 • • (Signature page to Joint Powers Agreement - St. Ann's Residential Services, Inc. Project) 1096600.2 CITY OF MAPLEWOOD, MINNESOTA In LOW Mayor City Clerk S -2 • (Signature page to Joint Powers Agreement - St. Ann's Residential Services, Inc. Project) (SEAL) Countersigned: 0 Finance Officer 0 CITY OF MINNEAPOLIS, MINNESOTA By Mayor Attest: City Clerk 1096600.2 S -3 • I]i • (Signature page to Joint Powers Agreement - St. Ann's Residential Services, Inc. Project) 1096600.2 CITY OF RICHFIELD, MINNESOTA LM Mayor City Clerk S -4 I-] • • -t (Signature page to Joint Powers Agreement - St. Ann's Residential Services, Inc. Project) 1096600.2 CITY OF SAINT PAUL, MINNESOTA LM Mayor City Clerk S -5 • 0 EXHIBIT A to ° PROJECT DESCRIPTION The project consists of the refinancing or acquisition and renovation by the Corporation of 4- bed supervised living . services health care facilities for the developmentally disabled as more particularly described below: .... Lcicatipn Repanctrig Acqulsitian Max Azriount to'be Issued Maplewood Portion 1755 Atlantic Street, Maplewood, MN 55109 88,564 MAPLEWOOD TOTAL 89,000 Minneapolis Portion 4737 16th Avenue S., Minneapolis, MN 55419 120,763 6116 Logan Avenue S., Minneapolis, MN 55419 94,835 6100 Oliver Avenue S., Minneapolis, MN 55419 124,559 3736 Blaisdell Avenue S., Minneapolis, MN 55409 55,586 6160 Colfax Lane, Minneapolis, MN 55419 181,767 MINNEAPOLIS TOTAL 580,000 Richfield Portion 6241 Thomas Avenue S., Richfield, MN 55423 175,693 6729 Oakland Avenue S., Richfield, MN 55423 159,648 7227 Wentworth Ave. S., Richfield, MN 55423 163,000 RICHFIELD TOTAL 500,000 Roseville Portion 2949 Woodbridge Ave., Roseville, MN 55113 105,520 ROSEVILLE TOTAL 110,000 St. Paul Portion 2949 Sherburne Avenue, St. Paul, MN 55104 57,094 1749 Rowe Place, St. Paul, MN 55106 42,759 2040 Bordner Avenue, St. Paul, MN 55116 160,700 1005 McLean Avenue, St. Paul, MN 55106 103,000 1250 Hoyt Avenue West, St. Paul, MN 200,000 (max) SAINT PAUL TOTAL 570,000 Subtotal 689,680 1,143,808 1,849,000 Issuance costs 40,669 Contingency (max) 200,000 TOTAL 2,100,000 (rounded) 1096600.2 A -1 6 —rn • CITY OF RICHFIELD, MINNESOTA Council Letter No.263 Agenda November 8, 1999 Issue Statement: Consideration of a new 1999 new and used motor vehicle dealer license for Motorworks, Inc., 2000 West 78th Street. Background: On October 20, 1999, the City received the application for a new and used motor vehicle dealer license for 1999 from Motorworks, Inc. The required license fees have been paid. This location was previously licensed as Walser Imports. As of November 9, 1999, the location will be operating as Motorworks, Inc. R. J. Walser, Paul Walser and Andrew Walser are the corporate officers of the establishment. Peter Hasselquist will act as general manager. Both the Public Safety Department Inspections Division and Community Development Planning Division have reviewed this application. Both Public Safety and Community Development staffs have indicated that they have no areas of concern regarding Motorworks, Inc.'s operation, including property maintenance and plan ning /zo.ning issues. The applicant has obtained the State of Minnesota Motor Vehicle Dealer's License for 1999. From January 1, 1999 to October 1, 1999, there were 12 Public Safety contacts with the previous establishment, Walser Imports. The contacts consisted of one burglary alarm, one noise complaint, five thefts, two vandalism, one threat, one assist, and one disorderly conduct. Recommended Motion: Staff recommends approval of the new and used motor vehicle dealer license for Motorworks, Inc. for 1999, with the following stipulation: 1. The licensee will comply with all other ordinances and statutes. Basis of Recommendation: 1. The applicant has complied with the provisions of both city codes and state statutes pertaining to motor vehicle dealer's licensure. 2. The applicant has demonstrated that the business is an asset to the community. • 5m -1 3. Both Public Safety and Community Development staffs have indicated that they have no areas of concern regarding Motorworks, Inc.'s operation, including property maintenance and planning /zoning issues. Alternative Recommendation: 1. The Council could decide not to grant the license. This would result in the applicant not being able to operate a motor vehicle dealership in Richfield. Discussion /Decision Mode: The request for a new 1999 new and used motor vehicle dealer license for Motorworks Inc., 2000 West 78th Street, is presented for Council consideration at this time. Respectfully submitted, Samantha Orduno City Manager SO:ds • • 5L- CITY OF RICHFIELD, MINNESOTA Council Letter No. 262 Agenda November 8, 1999 Issue Statement: Schedule a public hearing for the renewal of pawnbroker and secondhand goods dealer licenses for Metro Pawn and Gun and for Plaza Pawn on December 13, 1999. Background: The pawnbroker and secondhand goods dealer licenses will expire on January 1, 2000. City ordinance provides that the City Council will conduct a public hearing to consider all pawnbroker and secondhand goods dealer license renewals. Recommended Motion: Staff recommends December 13, 1999, as the date to hold a public hearing on the renewal of pawnbroker and secondhand goods dealer licenses for Metro Pawn and Gun and for Plaza Pawn. Basis of Recommendation: 1. Hearings must be scheduled and held before a renewal license may be considered. 2. The renewal process has been initiated. 3. Holding the public hearing on December 13, 1999 will provide ample time to complete the licensing process before January 1, 2000. Alternative Recommendation: Schedule the hearing for another date; however, this may delay the licensing process. Discussion /Decision Mode: Approval of the date December 13, 1999 to hold a public hearing for the pawnbroker and secondhand goods dealer license renewals for Metro Pawn and Gun and for Plaza Pawn is presented for Council approval at this time. Respect Ily submitted, Samantha Orduno City Manager • SO:ds �K CITY OF RICHFIELD, MINNESOTA Council Letter No261 Agenda November 8, 1999 Issue Statement: Schedule a public hearing for the renewal of on -sale wine and on -sale 3.2 percent malt liquor licenses for restaurant establishments on December 13, 1999. Background: The on -sale wine and on -sale 3.2 percent malt liquor licenses for restaurant establishments will expire on January 1, 2000. City ordinance provides that the City Council will conduct a public hearing to consider all on -sale wine and 3.2 percent malt liquor license renewals. Recommended Motion: Schedule December 13, 1999, as the date to hold public hearings on the renewal of on- sale wine and 3.2 percent malt liquor licenses for Thompson's Fireside Pizza, Silver Spoon Restaurant, Red Pepper Chinese Restaurant, Ketsana's Thai Restaurant and The Frenchmans. Basis of Recommendation: 1. Hearings must be scheduled and held before a renewal license may be considered. 2. The renewal process has been initiated. 3. Holding the public hearings on December 13, 1999 will provide ample time to complete the licensing process before January 1, 2000. Alternative Recommendation: Schedule the hearings for another date; however, this may delay the licensing process. Discussion /Decision Mode: Approval of the date December 13, 1999 to hold a public hearing for on -sale wine and on -sale 3.2 percent malt liquor licenses for Thompson's Fireside Pizza, Silver Spoon Restaurant, Red Pepper Chinese Restaurant, Ketsana's Thai Restaurant and The Frenchmans restaurant is presented for Council consideration at this time. Respec#ully submitted, Samantha Orduno City Manager SO:ds CITY OF RICHFIELD, MINNESOTA Council Letter No.260 Agenda November 8, 1999 Issue Statement: Setting date of public hearings for renewal of on -sale intoxicating and Sunday liquor licenses for 2000. Background: The on -sale liquor licenses for restaurant establishments will expire on January 1, 2000. City ordinance provides that the City Council conducts a public hearing to consider all liquor license renewals. Recommended Motion: Schedule December 13, 1999 as the date to hold public hearings on the renewal of on- sale intoxicating and Sunday liquor licenses for Chi Chi's Mexican Restaurant, The Ground Round, Khan's Mongolian Barbeque, Minneapolis - Richfield American Legion Post No. 435, Fred Babcock VFW Post No. 5555, Don Pablo's and Champps of Richfield. Basis of Recommendation: 1. The public hearing must be scheduled and held before a renewal license may be considered. 2. The renewal process has been initiated. 3. Holding the public hearing on December 13, 1999 will provide ample time to complete the licensing process before January 1, 2000. Alternative Recommendation: 1. Schedule the hearings for another date; however, this may delay the licensing process. Discussion /Decision Mode: Council approval to schedule the public hearing on December 13, 1999 for renewal of on -sale intoxicating and Sunday liquor licenses that will expire on January 1, 2000, for restaurant establishments, is sought at this time. Respec fully submitted, Samantha Orduno 0 City Manager SO:ds 5Z z CITY OF RICHFIELD, MINNESOTA Council Letter No. 259 Agenda November 8, 1999 Issue Statement: Request from the State of Minnesota to review the renewal application of a currency exchange license for Younge, Potts, Wiezer, & Company, Inc. dba Currency Exchange, 7620 Lyndale Avenue. Background: On September 17, 1999, the City received notification from the State of Minnesota, Department of Commerce, of a renewal application for a currency exchange license in the name of Younge, Potts, Wiezer & Company, Inc. dba Currency Exchange, 7620 Lyndale Avenue. A license for this type of business is not required in the City. However, effective on April 24, 1992, Minnesota Statute 53A.04 requires that the Department of Commerce submit any application for licensure as a currency exchange to the governing body of the municipality in which the business proposes to conduct business. This law also requires the governing municipality to render a decision regarding issuance or denial of the license within 60 days of the receipt of the State's notification. The State requires that the applicant submit the following when applying for this type of license: • License fees in the amount of $50. • A current fee schedule used for cashing checks, money orders or traveler's checks. • A surety bond in the amount of $10,000. • Any owner, partner, officer, director, stockholder (owning 10% of more of the corporate stock) or any employee with the authority to exercise management or policy control over the company must submit to a background investigation by the Bureau of Criminal Apprehension. All of this information has been provided to the State of Minnesota, and a background investigation conducted by the Bureau of Criminal Apprehension found no information on the applicant, Curt R. Potts. Curt Potts resides in St. Paul. Richfield Public Safety Department has conducted a background investigation on the applicant, Curt R. Potts, and he has no known criminal record. There were six Public Safety contacts with this establishment from September 1, 1998 through August 30, 1999. They were related to burglary alarms, one public assist and one fire /medical. This establishment has only been open one year; therefore, there is no comparison to the previous year. 573 0 Recommended Motion: Staff recommends that the Council approve State issuance of a currency exchange license for Younge, Potts, Wiezer & Company, Inc. dba Currency Exchange, 7620 Lyndale Avenue. Basis of Recommendation: 1. The applicant has complied with State Statute 53A.04 for a currency exchange license with the State of Minnesota. 2. A background investigation of the applicant finds no reason to recommend denial of the license. Alternative Recommendation: 1. The Council could deny the license request; however, staff has determined that there is no basis for this alternative. Discussion /Decision Mode: Approval of the issuance of a currency exchange license by the State of Minnesota for Younge, Potts, Wiezer & Company Inc. dba Currency Exchange, 7620 Lyndale Avenue, is submitted for Council consideration at this time. Respectfully submitted, Samantha Orduno City Manager SO:ds • 5T CITY OF RICHFIELD, MINNESOTA Council Letter No. 258 Agenda November 8, 1999 Issue Statement: Request from the State of Minnesota to review the request for renewal of a currency exchange license for Community Money Centers, Inc., dba Money Centers, 6525 Nicollet Avenue. Background: On September 17, 1999, the City received notification from the State of Minnesota, Department of Commerce, of a renewal application for a currency exchange license in the name of Community Money Centers, Inc., dba Money Centers, 6525 Nicollet Avenue. A license for this type of business is not required in the City. However, effective on April 24, 1992, Minnesota Statute 53A.04 requires that the Department of Commerce submit any application for licensure as a currency exchange to the governing body of the municipality in which the business proposes to conduct business. This law also requires the governing municipality to render a decision regarding issuance or denial of the license within 60 days of the receipt of the State's notification. The State requires that the applicant submit the following when applying for this type of license: • License fees in the amount of $50. • A current fee schedule used for cashing checks, money orders or traveler's checks. • A surety bond in the amount of $10,000. • Any owner, partner, officer, director, stockholder (owning 10% of more of the corporate stock) or any employee with the authority to exercise management or policy control over the company must submit to a background investigation by the Bureau of Criminal Apprehension. All of this information has been provided to the State of Minnesota, and a background investigation conducted by the Bureau of Criminal Apprehension found no information on the applicants, Cary D. Geller and Richard P. Krietzman. Cary Geller resides in Edina, and Richard Krietzman resides in Minneapolis. Richfield Public Safety Department has conducted a background investigation on the applicants. No criminal history was found on either applicant. There were seven Public Safety contacts with this establishment from September 1, 0 1 1998 through August 30, 1999. They were related to forged checks, one disorderly 5i- • conduct, and one parking violation. This compares to twelve contacts in the previous year. Recommended Motion: Staff recommends that the Council approve State issuance of a currency exchange license for Community Money Centers, Inc., dba Money Centers, 6525 Nicollet Avenue. Basis of Recommendation: 1. The applicant has complied with State Statute 53A.04 for a currency exchange license with the State of Minnesota. 2. A background investigation of the applicants finds no reason to recommend denial of the license. 3. There were seven Public Safety contacts with the establishment; however, this compares to twelve contacts in the previous year and were related to forged checks, one disorderly conduct and one parking violation. Alternative Recommendation: 1. The Council could deny the license request; however, staff has determined that there is no basis for this alternative. • Discussion /Decision Mode: Approval of the issuance of a currency exchange license by the State of Minnesota for Community Money Centers, Inc., dba Money Centers, 6525 Nicollet Avenue, is submitted for City Council consideration at this time. Z mully submitted, a Orduno City Manager SO:ds • CITY OF RICHFIELD, MINNESOTA • Council Letter No. 257 Agenda November 8, 1999 Issue Statement: Request by the Church of St. Richard for itinerant place of amusement and itinerant food licenses with fees waived, for their 1999 Fall Festival to be held November 20 and 21, 1999. Background: On October 14, 1999, the Church of St. Richard submitted a request for an itinerant place of amusement license and an itinerant food license for November 20 and 21, 1999. They are requesting that the fees be waived. The event will take place from 9 a.m. until 7 p.m. on Saturday, November 20, 1999 and 9 a.m. until 2 p.m. on Sunday, November 21, 1999. They plan to serve food items such as roast beef sandwiches, pizza, hot dogs, cole slaw, cake, and soft drinks. The Church of St. Richard has contacted food sanitarians from the City of Bloomington to ensure that proper food handling practices are followed. They will work with Bloomington sanitarians and follow their recommendations for safe and wholesome food handling. Recommended Motion: • Approve the licenses with fees waived for November 20 and 21, 1999 for St. Richard's 1999 Fall Festival. Basis of Recommendation: 1. The applicant has complied with the City codes pertaining to these licenses 2. The City has previously issued these licenses in conjunction with the Church of St. Richard's Fall Festival. Alternative Recommendation: The Council could decide to deny the request; however, the Public Safety Department has not found any basis for a denial. In addition, the Council has previously granted these licenses in conjunction with the St. Richard Fall Festival. Discussion /Decision Mode: The request by the Church of St. Richard for an itinerant place of amusement license and an itinerant food license, with fees waived, for their 1999 Fall Festival to be held November 20 and 21, 1999, is presented for Council consideration at this time. Resp fully submitted, is Samantha Ord no City Manager SO:ds CITY OF RICHFIELD, MINNESOTA • Council Letter No. 256 Agenda November 8, 1999 Issue Statement: Consideration of entering a lease agreement with F &M Bank for an automated teller machine at the Cedar Avenue liquor store, 6600 Cedar Avenue. Background: Staff has examined several automated teller machine (ATM) proposals over the last five years. ATM's have become popular with the general public as a way to obtain cash. Several advantages for a retail operation to operate an ATM include: 1. Reductions in bank charges /fees associated with checks and charge cards. 2. Reduction in the amount of returned and non - collectable checks. 3. Increased purchasing by consumers if cash is available on -site. 4. Increase in customers due to new service provided. One location, the Cedar Avenue Liquor Store, was chosen due to the high volume of customer movement and a lease arrangement appeared to be a low risk situation while still providing additional income for the City. Recommended Motion: Direct staff to enter a lease agreement with F &M Bank for an automated teller machine at the Cedar Avenue liquor store, 6600 Cedar Avenue, and consider installation of additional ATM's at other liquor store sites in the event of successful and adequate usage by consumers at the Cedar location. Basis of Recommendation: 1. Operation of an automated teller machine will provide an additional service to customers 2. An ATM would provide additional income to the City. The approximate additional income for the City based upon similar customer counts for a retail outlet could amount to between $200 -$400 monthly. This amount is after the lease payment and related costs, including transaction tape, electrical, and telephone line expense. 3. Operation of an ATM could possibly reduce charges and expenses associated with checks and charge cards (processing and returned checks). 4. The company, ATM Network, provided the City with the lowest cost to operate and a higher rebate revenue than other proposed teller companies and have high recommendations from the Municipal Beverage Association. Alternative Recommendation: Do not authorize lease agreement. • Discussion /Decision Mode: Staff is requesting the City Council authorize the signing of a lease with F &M Bank at the November 8, 1999 City Council meeting. Respe Ily submitted, Saman ha Orduno City Manager SO:ds • 5F CITY OF RICHFIELD, MINNESOTA • Council Letter No. 255 Agenda November 8, 1999 Issue Statement: Master purchase order for salt to be used for ice control during the 1999/2000 winter season. Background: The City Council policy resolution on purchasing provides that when the purchase of merchandise, materials, equipment or construction exceeds the amount of $25,000, authority to purchase shall be submitted to the City Council for consideration. Each year the City purchases rock salt, which is usually mixed with sand, to control ice on road surfaces during the winter season. A recent history of prices for this product is: Year Unit Price Delivery Total 89/90 26.48/ton 1.85 /ton 28.33/ton 90/91 26.27/ton 1.50 /ton 27.77/ton 91/92 26.27/ton 1.50 /ton 27.77/ton 92/93 25.66/ton Included 25.66/ton (500 ton) 92/93 36.92/ton Included 36.92/ton (500 ton) 93/94 25.66/ton Included 25.66/ton 94/95 27.46/ton Included 27.46/ton 95/96 28.21/ton Included 28.21/ton 96/97 27.81 /ton Included 27.81 /ton 97/98 27.69/ton Included 27.69/ton 98/99 25.32/ton Included 25.32/ton • Funding for this purchase is included in the 1999 and 2000 operating budgets for street maintenance. Recommended Motion: Approve the purchase of an estimated 1,700 ton of rock salt for the 1999/2000 winter season from Cargill Incorporated — Salt Division, North Olmsted, Ohio at a unit price of $24.02 /ton /delivered plus tax of approximately $2,654.21 for an estimated total purchase price of $43,488.21. Basis of Recommendation: 1. The City participates in a joint purchasing agreement with the State of Minnesota. 2. The State of Minnesota solicited bids for all the participants in the joint purchase agreement. Alternative Recommendation: None. 5F-) Discussion /Decision Mode: Staff is asking for approval at the November 8, 1999 Council meeting. The quoted price is the lowest price for rock salt in eleven years, and in case of early snowfall, staff may need to order rock salt without formal Council approval. Respectfully submitted, Sa tha Orduno City Manager SO:ds • • sE CITY OF RICHFIELD, MINNESOTA Council Letter No.254 Agenda November 8, 1999 Issue Statement: Consideration of appointments to the 1 -35W Solutions Alliance. Background: The 1 -35W Solutions Alliance, composed of representatives of the south metro cities and counties including Burnsville, Bloomington, Lakeville, Richfield, Dakota County, Apple Valley, Minneapolis, Savage and the Hennepin County Regional Railroad Authority; was formed in 1989 to address the alternatives available for improving 1 -35W. Since the formation of the Alliance, the 35W EIS was completed, the preferred EIS alternative rejected and a scaled back version of the 35W plan advanced. The 1 -35W Solutions Alliance continues to address issues of common concern along 1 -35W. There has been little activity regarding Richfield for about the last five years. Most recently the group has focused attention on transit, along both 1 -35W and Hiawatha Avenue. Considerations for the interchange at 35W and 494 will bring about the next generation of change. Of the four appointees representing Richfield on 1 -35W Solutions Alliance, two positions are vacant. The City was represented in the past by Don Anderson, as a business representative, and Connie Murray, as a citizen at large. They have both expressed a desire to be replaced. The Mayor has been serving as the elected official representative and Mike Eastling, the Director of Public Works, as the staff appointment. The Alliance meets at least once annually but may meet more often if warranted by items to be considered. The City Council may wish to fill the vacancies from members of boards or commissions, from the people who interviewed for appointment to boards /commissions, or from the community at large. Patti Sterbuck, owner of Broadway Pizza, has indicated a desire to serve as a member of the 1 -35W Solutions Alliance as a business representative. Council may also wish to re- appoint or confirm Mayor Kirsch as the elected official representative, Mike Eastling, Director of Public Works, as the staff representative and Tom Foley, Transportation Engineer, as the alternate. Recommended Motion: Appoint Patti Sterbuck as the City of Richfield business representative, reconfirm Mayor Kirsch as the City of Richfield elected official representative, reconfirm Public Works Director Mike Eastling as the City of Richfield staff representative and reconfirm Transportation Engineer Tom Foley as the City of Richfield alternate to the 1 -35W Solutions Alliance. 5C-1 1 Basis of Recommendation: 1. Although there has been little activity regarding Richfield for about the last five years, it is important for the City of Richfield to remain active with the 1 -35W Solutions Alliance, particularly as the plans for the 1 -35W/1 -494 interchange advance. 2. The City of Richfield business representative and citizen -at -large representative appointed in 1989 have expressed a desire to be replaced as members of the I- 35W Solutions Alliance. 3. Patti Sterbuck has expressed a desire to serve as a City of Richfield representative on the 1 -35W Solutions Alliance. The Mayor and Public Works Director have been active with the organization since it began. Alternative Recommendation: 1. Do not fill the current vacancies for the City of Richfield on the 1 -35W Solutions Alliance. 2. Council may also wish to appoint citizen -at -large City of Richfield representative to the 1 -35W Solutions Alliance. 3. Appoint someone other than Patti Sterbuck, Mayor Kirsch, Public Works Director Mike Eastling and /or Transportation Engineer Tom Foley as representatives for the City of Richfield to the 1 -35W Solutions Alliance. Discussion /Decision Mode: The annual meeting of the 1 -35W Solutions Alliance was held Wednesday, November 3 at Burnsville City Hall. Council may make (re)appointments to the 1 -35W Solutions Alliance at any time. It is suggested, however, that Council make (re)appointments as soon as possible so the information from the November 3 annual meeting may be shared as quickly as possible and City representatives are in place as the 1 -35W/1 -494 interchange project advances. Ily submitted, ShoanjOb Orduno City anager SO:ds 0 CITY OF RICHFIELD, MINNESOTA Council Letter No. 253 Agenda November 8, 1999 Issue Statement: Consideration of change of City of Richfield liaison appointment to the Metropolitan Airport Sound Abatement Council ( MASAC). Background: In January 1999, the City Council made liaison appointments to the Metropolitan Airport Sound Abatement Council ( MASAC). The Council appointed Council Member Kristal Stokes and Communications Specialist Dawn Weitzel as MASAC representatives, with Council Member Russ Susag and Special Projects Aide Mark Hinds as alternates. Recommended Motion: Staff recommends that Mark Hinds, Special Projects Aide, be appointed as liaison voting member for MASAC and that City Manager Samantha Orduno be appointed as the alternate liaison voting member. Basis of Recommendation: 1. Communication Specialist Dawn Weitzel has taken the job of Human Resource Manager, a position that is no longer involved in airport issues. Alternative Recommendation: 1. Defer the appointment to a later Council meeting. 2. Do not approve the appointment of Mark Hinds as voting member and Samantha Orduno as alternate. Discussion /Decision Mode: This item is placed on the November 8, 1999 agenda for Council consideration. If approved the appointments will begin immediately. Resppc#ully submitted, Samantha Orduno City Manager SO:mjh 5L' CITY OF RICHFIELD, MINNESOTA Council Letter No.252 Agenda November 8, 1999 Issue Statement: Adoption of financial policies for the City of Richfield. Background: The City of Richfield has followed established financial policies governing most of the City's practices related to fiscal management. These policies covered a wide range of matters and were annually contained in the City's budget. The policies were last updated and modified several years ago. Beginning with a recommendation from the City's auditors, to update the fund balance policy of the General Fund, all City financial policies have been reviewed and, where needed, updated. The most significant update to the policies is that the policies for the General Fund Reserve and Investments are now stand -alone policies separated from the General Financial Management Policies. Other updates include: • Increasing the amount of annual transfer of liquor profits to the Liquor Contribution Fund from $325,000 to $500,000; as has been the practice the past three years per Council direction. • Establishing a policy that at the completion of a capital project funded by the Special Revenue Fund, any residual balance in the project fund be closed back to the Special Revenue Fund; • The revenue policy of pr ®jecting revenue for three years has been shortened to examining existing and potential revenue sources on an annual basis. Focusing on more immediate revenues is more effective use of staff time since annual changes in State laws regarding levies and state aids can dramatically impact revenues from year to year; and • Establishing a policy where any residual balances in matured debt service funds are transferred to the Closed Bond Fund. The attached financial policies are the City's previously adopted policies, updated to meet current practice in the field of municipal finance and reflecting the changes noted. Recommended Motion: It is recommended that the City adopt the attached financial policies by motion. Basis of Recommendation: 1. The City should periodically update and modify its financial policies. 2. The City's auditors have recommended a policy on levels of General Fund fund balance. • sc -� / 3. The attached policies have been reviewed by staff and will serve the City well in terms of financial management. Alternative Recommendation: 1. The City Council could defer this item to another Council meeting for consideration Discussion /Decision Mode: The financial policies should be discussed and considered at the November 8, 1999 City Council meeting so that the policies may be implemented. Respectfully submitted, Samantha Orduno City Manager SO:ds 0 • 5c -a CITY OF RICHFIELD FINANCIAL MANAGEMENT POLICIES PURPOSE The City of Richfield has an important responsibility to its citizens to carefully account for public funds, to manage municipal finances wisely and to plan the adequate funding of services desired by the public, including the provision and maintenance of public facilities. The City must ensure that it is capable of adequately funding and providing local government services needed by the community. Further, the financial policies set forth herein, provide the basic framework for the overall fiscal management of the City. Operating independently of changing circumstances and conditions, these polices assist the decision making process of the City Council and Administration. Most of the policies represent long standing principles, traditions and practices which have guided the City in the past and have helped maintain financial stability over the past several years. These financial policies are reviewed annually, periodically requiring modifications. As part of that review process, separate policies on General Fund fund balance and Investments have been prepared. S II. OBJECTIVES In order to achieve this purpose, this plan has the following objectives for the City's fiscal performance: 1. To protect the City Council's policy making ability by ensuring that important policy decisions are not controlled by financial problems or emergencies. 2. To enhance the City Council's policy making ability by providing accurate information on program costs. 3. To assist sound management of the City government by providing accurate and timely information on financial condition. 4. To provide sound principles to guide the important decisions of the City Council and of management which have significant fiscal impact. 5. To set forth operational principles which minimize the cost of local government, to the extent consistent with services desired by the public and which minimize financial risk. 6. To employ revenue policies which prevent undue or unbalanced reliance on certain revenues, especially property taxes, which distribute the costs of municipal services fairly and which provide adequate funds to operate desired programs. 7. To provide essential public facilities and prevent deterioration of the • City's public facilities and its capital plant. 8. To protect and enhance the City's credit rating and prevent default • on any municipal debts. 9. To ensure the legal use and protection of all City funds through a good system of financial and internal controls. 10. To maintain a Risk Management Program that will minimize the impact of legal liabilities, natural disasters or other emergencies through the following activities: a. Loss Prevention — Prevent negative occurrences. b. Loss Control — Reduce or mitigate expenses of a negative occurrence. C. Loss Financing — Provide a means to finance losses. d. Loss Information Management— Collect and analyze relevant data to make prudent loss prevention, loss control and loss financing decisions. III. FINANCIAL MANAGEMENT POLICIES A. Capital Improvement Budget Policies 1. The City will make all capital improvements in accordance with an adopted Capital Improvement Budget. 2. The City will develop a multi year plan for capital improvements and update it annually. 3. The City will enact an annual Capital Budget based on the multi year capital improvement plan. Future capital expenditures necessitated by changes in population, changes in real estate development, or changes in economic base will be calculated and included in Capital Budget projections. 4. The City will coordinate development of the Capital Improvement Budget with the development of the operating budget. Future operating costs associated with new capital improvements will be projected and included in operating budget forecasts. 5. The City will use intergovernmental assistance to finance only those capital improvements that are consistent with the adopted capital improvement plan and City priorities and for which operating and maintenance costs have been included in operating budget forecasts. 6. The City will project its equipment replacement and maintenance needs for the next several years and will update this projection each year. From this projection, a maintenance and replacement schedule will be developed and followed in the Central Garage Fund. 7. The City staff will identify the estimated costs and potential funding sources for each capital project proposal before it is submitted to the City Council for approval. 8. The City will determine the least costly financing method for all new projects. • 9. The City will utilize profits from its municipal liquor operation solely for the support of capital improvements. Each year, at least $500,000 of available current year liquor store profits will be transferred to the Liquor Contribution Fund for capital improvements. Any remaining profits will be retained in the Liquor Fund as working capital for the maintenance and expansion of physical assets, including store facilities. The accumulation of funds in working capital will be reviewed annually by the City Council. 10. At the completion of a capital project funded by the Special Revenue Fund, any residual balance remaining in the project fund will be closed back to the Special Revenue Fund. B. Revenue Policies 1. The City will attempt to maintain a diversified and stable revenue system to shelter it from short run fluctuations in any one revenue source. 2. The City will estimate its annual revenues by an objective, analytical process. 3. The City, on an annual basis, will review and examine each existing and potential revenue source. 4. The City will maintain sound appraisal procedures to keep property 0 values correct. Property will be assessed at the legally mandated market value for each type of property. 5. The year -to -date increase of actual revenue from the property tax will generally not exceed eight percent, except in unusual conditions. Reassessments will be made of all property at least every four years. 6. The City will follow an aggressive policy of collecting property tax revenues. The annual level of uncontrolled property taxes will generally not exceed two percent. 7. Each year the City will recalculate the full costs of activities supported by user fees to identify the impact of inflation and other cost increases. 8. The City will establish all user charges and fees at a level related to the cost of providing the service. 9. The City staff will automatically recommend revised user fees with review by the City Council on an annual basis, to adjust for the effects of inflation on the City's cost of providing the service. 10. The City will set fees and user charges for each Enterprise Fund, such as Water and Sewer, at a level that fully supports the total direct and indirect costs of the activity. Indirect costs include the cost of annual depreciation of capital assets. 11. The City will set fees and user charges for other activities, such as recreational services, at a level to support the full cost of providing 5C-S the services for all programs except those oriented to the youth, adult disabled and /or senior citizen population. C. Debt Policies 1. The City will confine long term borrowing to capital improvements or projects that cannot be financed from current revenues. 2. When the City finances capital projects by issuing bonds, it will pay back the bonds within a period not to exceed the expected useful life of the project. 3. The City will attempt to keep the average maturity of General Obligation Bonds at or below 20 years. 4. Total debt service for General Obligation debt will not exceed five percent of total annual locally generated operating revenue. 5. Total General Obligation debt will not exceed 6.67% of the assessed valuation of taxable property. 6. Where possible, the City will use special assessment, revenue or other self supporting bonds instead of General Obligations Bonds. 7. The City will not incur long term debt to support current operations. 8. The City will retire any tax anticipation debt annually and will retire bond anticipation debt within six months after completion of the project. 9. The City will transfer any residual balances in matured debt service funds to the Closed Bond Fund. 10. The City will maintain good communications with bond rating agencies about its financial condition. The City will follow a policy a full disclosure on every financial report and bond prospectus. D. General Fund Reserve Balances 1. See attached stand alone policy. E. Investment Policies 1. See attached stand alone policy. F. Accounting, Auditing and Financial Reporting Policies 1. The City will establish and maintain a high standard of accounting practices. 2. The accounting system will maintain records on a basis consistent with Generally Accepted Accounting Principles for local government accounting using a modified accrual basis of accounting for all governmental funds and an accrual basis of accounting for Enterprise and Internal Service Funds. 3. Regular monthly and annual financial reports will present a summary of financial activity by major types of funds. 4. Where possible, the reporting system will provide monthly information on the total cost of specified services by type of expenditure and if necessary, by fund. 6-C 5. An independent public accounting firm will perform an annual audit and will publicly issue an opinion concerning the City's finances. G. Risk Management Policies 1. The City will maintain a separate Self Insurance Fund within its fund and account groups. 2. The City will calculate annually an updated estimated fund balance requirement for the Self Insurance Fund. If funding is found to be too low, Council will endeavor to transfer funds from the General Fund, or from any other fund that may be available, to the Self Insurance Fund to complete the indicated necessary level of funding. Transfers from the Self Insurance Fund will only be made after at least three years of funding /loss experience, or a consultant's report indicates over funding. 3. The City will periodically conduct educational safety and risk avoidance programs within the various departments. 4. Staff will report to the Council, at least annually, on the results and costs of the City's Risk Management Program for the preceding year. 5. The City will, on an ongoing basis, analyze the feasibility of purchasing outside insurance coverage to replace or supplement the self insurance program, in order to provide the best and most economical loss coverage available. 6. The City will maintain an undesignated and unreserved Self Insurance Fund balance of no less than $500,000. H. Operating Budget Policies 1. The City will pay for all current expenditures with current revenues. The City will avoid budgetary procedures that balance current expenditures at the expense of meeting future year's revenues, or rolling over short term debt, or that rely on accumulated fund balances to meet current obligations. 2. The budget will provide for adequate maintenance of the capital plant and equipment and for their orderly replacement. 3. The budget will provide for adequate funding of all retirement systems. 4. The City will maintain a budgetary control system to help it adhere to the budget. 5. The City administration will prepare regular monthly reports comparing actual revenues and expenditures to the budgeted amount. 6. Each year the City will update expenditure projections for its Enterprise Funds for the next three years. Projections will include estimated operating costs of future capital improvements that are included in the Capital Budget. 5-c-? 7. The Operating Budget will describe the major goals to be achieved and the services and programs to be delivered for the level of funding provided. 8. Where possible, the City will integrate performance measurement and productivity indicators with the budget. • 5C-d CITY OF RICHFIELD FUND BALANCE POLICY Policy The City of Richfield is accountable to its citizens to carefully account for public funds, to manage municipal finances prudently and to plan the adequate funding of City services including the provision and maintenance of public facilities and services. The City is also accountable for its short-term and long -term financial stability. The City must insure that it is capable of, and will continue to be capable of, adequately funding and providing local government services needed by the community. This fiscal policy provides the framework for the overall fiscal management of the fund balance of the City's General Fund. Scope This policy pertains to the fund balance of the General Fund, including reservations and designations. Objectives In order to achieve its purpose, this policy has the following objectives for targeted levels of fund balance: A. Avoid cash -flow interruptions, reduce the need for short-term borrowing and generate investment earnings. B. Provide for unanticipated expenditures, such as emergencies, natural disasters and unexpected increases in service delivery costs. C. Provide reasons for reserving monies and the conditions under which those monies will be spent. D. Provide financial stability and a positive trend of fund balance levels which will be a positive factor in our bond rating analysis. III. Reserved Fund Balance A reserved fund balance is used to segregate net financial assets that are not spendable or available for appropriation. A. The City will follow all Generally Accepted Accounting Principles (GAAP) and Governmental Accounting Standards Board (GASB) pronouncements regarding requirements for reserving fund balances. B. The fund balance may be reserved for amounts determined by the City Council to be used in the subsequent year's budget. C. The fund balance may include reservations for unutilized budget appropriations from one year carried over to the subsequent year's budget. IV. Designations Of Fund Balance Designations of fund balance are established to identify tentative plans for the use of financial resources. 5�c 9 • A. The General Fund balance shall have unreserved fund balance designated for cashflows for the subsequent year's operating budget. The targeted designated amount shall be equal to 50% of the property tax levy and all State aids anticipated in the subsequent year's budget. B. The City Council may determine to designate portions of the fund balance for other items such as City projects and /or improvements, emergency or unanticipated expenditures, etc. V. Unreserved, Undesignated Fund Balance It is the intent of this policy to keep the unreserved, undesignated balance to a minimum. The City Council will determine the disposition of any unreserved, undesignated balances. Deficits are to be avoided. Elimination of deficits in fund balance will be addressed during the budget process. The subsequent year's budget should address the method to eliminate the deficit. VI. Reporting The Finance Manager shall report to the City Council, upon completion of the audit fieldwork, the status of the fund balance of the General Fund. This report will state the General Fund's fund balance at the close of the year with reservations and designations along with an explanation of charges in the reservations and designations levels. The City Council will evaluate the year -end • balance and direct the appropriate adjustments to be made. VII. Authority The Finance Manager is authorized to reserve and designate the fund balance of the General Fund in conformity with GAAP and GASB pronouncements and consistent with this policy. Approved City Manager �J 5L.-- • CITY OF RICHFIELD INVESTMENT POLICY SCOPE This investment policy applies to all financial assets of the City of Richfield (City) and the Richfield Housing and Redevelopment Authority (HRA). These funds are accounted for in the City's annual financial report and include the following: 1. General Fund 2. Special Revenue Funds 3. Debt Service Funds 4. Capital Projects Funds 5. Internal Service Funds 6. Enterprise Funds 7. Agency Funds II. OBJECTIVES The primary objectives of the investment portfolio include safety, liquidity and yield. The investment portfolio shall be designed to ensure that capital losses are avoided, to provide sufficient funds to meet cash flows and to attain a market average rate of return consistent with state laws that restrict the placement of public funds. It is the policy of the City of • Richfield that available funds be invested to first meet cash flow projections and the excess to the maximum extent possible at the highest possible rates obtainable at the time of investment in conformance with the legal and administrative guidelines outlined herein. III. DELEGATION OF AUTHORITY Management responsibility for the investment portfolio is delegated from the Treasurer to the Finance Manager, who shall establish written procedures for the processing of investment transactions, consistent with this policy,. No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the Finance Manager. The Treasurer shall monitor the performance of the portfolio on a monthly basis. IV. PRUDENCE The standard of prudence to be used by investment officials shall be the "prudent person" rule and shall be applied in the context of managing the overall portfolio. Investment officers acting in accordance with written procedures and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk of market price changes, provided deviations from expectations are reported in a timely manner and appropriate action is taken to control adverse developments. • 5C -11 V. INTERNAL CONTROLS The Finance Manager shall establish a system of internal controls, which shall be documented in writing. The internal controls shall be designed to prevent losses of public funds arising from fraud, employee error, misrepresentation by third parties, unanticipated changes in financial markets, of imprudent actions by employees and officers of the City. VI. INSTRUMENTS Funds of the City and the HRA may be invested in securities authorized by Minnesota Statutes, Section 475.66. Authorized investments include the following instruments: 1. 2. 3. 4. 5. 6. 7. 8. 9. VII. MATURITIES 1 Direct obligations guaranteed by the United States Government or its agencies. Federal Agency Issues Repurchase Agreements Reverse Repurchase Agreements Certificates of Deposit State and Local Bonds Prime Bankers Acceptances Prime Commercial Paper Money Market Funds (whose portfolios consist of U.S. Treasury Obligations and Federal Agency Issues) The investment portfolio of the City of Richfield shall be invested in instruments whose maturities vary to meet expected cash flows during the current and succeeding year(s). Funds in excess of these cash flow needs shall be invested in varying maturities based on available rates and anticipated economic conditions. The City shall invest 98% of idle cash at all times. Investment risks can result from issuer defaults, market price changes, or various technical complications leading to temporary illiquidity. To control default risk, investments purchased shall include those authorized by Minnesota Statutes, such as U.S. Government Securities and the highest quality commercial paper. Certificates of deposit shall be purchased only from FDIC insured banks which are profitable and have a net ratio in excess of 3 %. To control the risk of market price changes and potential loss upon early redemption, investment maturities shall match the City's projected cash flows. Investment in securities with maturities in excess of two years shall • be placed with the intention to hold the security until maturity. Price 0 • sc-/a volatility shall be analyzed prudently to minimize risk of market price changes. To control risks of illiquidity, the investment portfolio shall include any marketable securities, with a minimum of approximately $1,000,000 invested in highly liquid funds which can be liquidated within one day. These funds shall be utilized for payroll and vendor disbursements as needed. IX. SAFEKEEPING AND CUSTODY To protect against potential fraud and embezzlement, the assets of the City and the HRA shall be secured through third party custody and safekeeping procedures: 1. Certificates of deposits (CD's) shall be held in safekeeping at the financial institution purchased provided that the CD is 100% covered by FDIC Insurance ($100,000). 2. All other physical securities shall be delivered to Bankers Trust, New York for custody in the City's account at Norwest Bank. 3. All other securities shall be delivered to Norwest Bank, Minneapolis for custody in the City's account. 4. All securities (other than CD's) purchased by the HRA shall be insured by SIPC Insurance ($500,000) at the institution purchased. Any uninsured investments not held by a third party custodian shall by collateralized as required by GASB Statement #3. X. REPORTING A monthly report shall be provided to the Treasurer and to the City Council which includes a summary of investments held at month end. The report shall contain the following items: 1. Description 2. Yield 3. Maturity Date 4. Par Value 5. Carrying Value 6. Total Carrying Value by Investment Type FIELD MINNESOTA CITY OF RICHFIELD, Council Letter No. 251 Agenda November 8, 1999 Issue Statement: Consideration of a resolution determining results of the City Special Election held on Tuesday, November 2, 1999. Background: A City Special Election was conducted on Tuesday, November 2, 1999 for voter consideration of the following City of Richfield ballot question: CONSTRUCTION OF A NEW RECREATION AND COMMUNITY CENTER Should the City of Richfield be authorized to issue and sell its General Obligation Bonds in an amount not to exceed $9,500,000 to provide funds to construct and equip a new recreation and community center? Richfield City Charter Section 4.07 states that: "The Council shall meet and canvass the election returns at the next regular or special council meeting immediately following any regular, primary or special election but in no event later than the Monday next following, and shall make full declaration of the results as soon as possible, and file a statement thereof with the City Clerk." The election judges counted the ballots and certified the results on November 2, 1999. A resolution containing the results of the November 2, 1999 special election is attached for City Council consideration. Recommended Motion: Approve the resolution determining the results of the City Special Election held on Tuesday, November 2, 1999. Basis of Recommendation: 1. The election judges have certified the returns of the election. 2. The City Charter provides that the City Council declare the results of the election. Alternative Recommendation: None. Discussion /Decision Mode: This matter has been scheduled for consideration at the November 8, 1999 City Council Meeting. Respectfully submitted, S&ma dun o City Manager SO:ds RESOLUTION NO. J/'B—/ RESOLUTION DETERMINING RESULTS OF SPECIAL ELECTION • OF THE CITY OF RICHFIELD HELD ON TUESDAY, NOVEMBER 2, 1999 BE IT RESOLVED by the City Council of the City of Richfield that the Council, having received and considered the tally of votes by the judges of the Special Election held November 2, 1999, the results are determined to be as follows: Total YES votes cast: 1566 Total NO votes cast: 5412 Total number of ballots cast: 6978 Total number of spoiled ballots: 9 Total number of defective ballots: 2 BE IT FURTHER RESOLVED that the following list of judges were those certifying returns of said election: James Alagna Helen Hillstrom Philip Mortenson Janice Andersen Ilene Holen Fern Oreck Clyde Anderson JoAnn Holt Ruth Pafko Benjamin Arriola Marian Horning Allan Parker Angela Aylward Ray Johnson Dorothy - Peabody Linda Bloomgren Elaine Kaibel Marilyn Peterson Kathryn Breeggman Danette Kamrath Martha Prottengeier Barbara Cook June King Carolyn Ring Geraldine Cooper Lois Kovach William Sharkey Corrine Cosgrove Michaeline Kvaale William Stixrud Emily Day Claire Larson Mary Swanson Liz Ekholm Doris Liedtke Arline Thomas Veronica Fashant Nancy Lindberg Marion Thompson Jette Floberg Jeanne Lindstrom Claire Todd Nancy Garwick Jeanette Lofstrom Pat Toney Elayne Gilhousen Lorraine Maki Bernice Utter Betty Halloran Connie McDonald Kathryn Voigt- Mary Lee Hanson Richard Morey Johnson Gladys Hayden Carol Mortenson Pearl Weitbrecht Passed by the City Council of the City of Richfield this 8th day of November, 1999. Martin J. Kirsch, Mayor ATTEST: Thomas P. Ferber, City Clerk • 0 N N _ D _ O 0 m W C. U) 07 � r � N V L 4— E O CD O U Z �J <�w 5C3 —a P M to co co C) N r 0 It 00 LO co 0A 0 co O r (M ti M 00 CO M 00 r CO co N N r- r O M Lo q. Oi M Ln Lo o ti N co 00 M co T O 1� Cl M N N r r T N O u O CO r O 000 C O) O to L N 0 0 M L V "t d 00 M a r. 00 r M 00 0 CD u U O r r M co m N co L 0 a Lo co 00 N I- L 0, r M N (O LO LO O N N co co E m 'cY O co 00 M T 00 M O O LO M w O N m S N N LO M 0 c U N N U) 00 Lo co O — m= CO O N 't 0 lo 00 N E T r (O L O r Lo 0 r r +�+ r Q U M M 0, o W r V m M c o o N r- w 1,- co = C t0 m co O r E- 07 0 N ti N E I- CO r N M LO N LO V u = o T LC) (o 1 � m m 0 a r c0 N(D 03 c fQ a m N C Z m U z °' O ~ Z 'r- m 2.2 R L U N cc 0 03 O O m — W 4- IX a m m O L ac, C'J C >0 Q Y U N N O 0 N N a ~ L z w � i zmo > C a 0° _ N N A m r- L 0) O U U) V 5C3 —a P r M O r Q N N r M to co M 0 It N co 0 T O r co M 00 CO M r 0 co N N r- co M Lo q. Oi d' r Lo o r M 00 00 M co 1� Cl M N N r r N O � 000 N to CD N 0 0 M V "t d 00 M I�- r. 00 r M 1l T CO 0 CD u O O r M co L a N I- L 0, LO LO LO N N co co M 'cY O co 00 M T LO M r- M O N m c00 M N N U) 00 Lo co r — M co N 't 0 lo 00 00 (N N r Lo 0 r r c O M M r W r 00 T 0 M 0 0 1,- co e m O r - U) 07 I- M r N M LO N 0) 0 C5 lo N (o 1 N c0 03 C W m 2.2 cc 0 03 O N co c6 20 C m m O L -CO) N N O 0 N N a ~ L z N a > _ Q A `W r O r M O r Q N N r CITY OF RICHFIELD, MINNESOTA Council Letter No.250 Agenda November 8, 1999 Issue Statement: Resolution designating City's contribution toward health, term life and dental insurance premiums for General Services and Management employees. Background: At the present time, the City contributes to the cost of premiums for four kinds of insurance coverages available to City employees. Full -time Management and General Services employee contributions are discussed within this letter as well contributions toward health insurance for part-time regular General Services employees. Other employees are covered under terms of labor agreements. LIFE A $25,000 term life insurance policy is currently provided for all full -time Management and General Services employees. The City pays the full premium for this insurance, which is $4.88 per month per employee. The rate reflects a $.63 increase. There has not been a rate increase in the last five years. DENTAL The second type of insurance provided to full -time Management and General Services employees is a self - funded group dental insurance. In 1999, the City contributed $24 per month per employee for the total cost of employee (not dependent) coverage. Employees who desire dependent coverage must pay the full cost of such additional premium, which for 1999 was $31. Inasmuch as dental insurance is self funded, the City establishes the dental rates from year to year internally, based upon administrative and benefit payout cost data. No change is recommended for 2000. While the City does not contribute to dependent coverage for dental insurance, for informational purposes, the rate the employee will pay will remain at $31 per month. HEALTH INSURANCE FOR FULL -TIME EMPLOYEES The third type of insurance coverage available to full -time Management and General Services employees is group health coverage. Beginning January 1, 2000 the LOGIS group will be offering a third Medica Health Plan option to its member cities. In addition to the Medica high option plan and low option plan, employees will also have the Medica Elect plan to choose from. In addition to adding another health plan option, LOGIS is moving from a two -tier rating system to a four -tier system, giving employees the choice of employee only, employee plus spouse, employee plus child(ren) and family options. This four -tier rating system increases the cost to full families, however a larger percentage of employees will benefit by choosing the employee plus spouse option or employee plus child(ren) option. Those employees will see anywhere from a 0% rate increase to as much as a 14.5% decrease. MrA • The City will continue to pay the full individual employee premium and provide an additional contribution toward dependent coverage up to a specified maximum insurance premium. In 2000, the City's monthly contribution for Management and General Services employees will be increased by $20 to $435. The City's contribution for Management and General Services employees as a percent of premium over the past ten years is shown in Attachment 1. Full -time employees have the option to waive health insurance coverage through the City if they prove they have coverage elsewhere. Employees electing to waive coverage will receive an additional $50 per month on their pay check. This $50 will be taxed as regular income. LJ The 1999 and 2000 monthly premium costs of the health plans are: HEALTH INSURANCE FOR PART -TIME REGULAR EMPLOYEES The City will contribute 75% of the single health care premium for part-time Regular employees and $217.50 per month towards dependent coverage (which includes single coverage.) Part-time employees may opt out of health insurance altogether. LONG -TERM DISABILITY (LTD) The fourth type of insurance provided to all employee groups, except Firefighters, is long -term disability insurance (LTD). LTD is provided through a group policy secured by the City. The premium rate of 24 cents per $100 will not change for 2000. Recommended Motion: It is recommended that the following actions be taken with respect to the City's insurance contributions for Management and General Services employees: A. Life Insurance That the term life insurance remain at $25,000 with the same premium charge of $4.88 per month per employee. 1999 Medica 2000 Medica 1999 Medica 2000 Medica 2000 Medica High Option High Option Low Option Low Option Elect Employee Only $195.16 $225.53 $178.56 $206.36 $202.23 Employee Plus N/A $524.00 N/A $479.46 $469.87 Spouse Employee Plus N/A $495.00 N/A $452.93 $443.87 Child(ren) Family $524.91 $646.96 $480.31 $591.97 $580.13 HEALTH INSURANCE FOR PART -TIME REGULAR EMPLOYEES The City will contribute 75% of the single health care premium for part-time Regular employees and $217.50 per month towards dependent coverage (which includes single coverage.) Part-time employees may opt out of health insurance altogether. LONG -TERM DISABILITY (LTD) The fourth type of insurance provided to all employee groups, except Firefighters, is long -term disability insurance (LTD). LTD is provided through a group policy secured by the City. The premium rate of 24 cents per $100 will not change for 2000. Recommended Motion: It is recommended that the following actions be taken with respect to the City's insurance contributions for Management and General Services employees: A. Life Insurance That the term life insurance remain at $25,000 with the same premium charge of $4.88 per month per employee. 57Iq - a B. Dental Insurance That the per employee per month contribution remain at $24. As in the past, employees who desire dependent coverage would pay the full cost of such additional premium. C. Long -Term Disability Insurance That the long -term disability insurance coordination of the benefit remain the same. D. Health Insurance That the City contribution for full -time employees be increased from a maximum of $415 per month to $435 per month per employee for dependent coverage; and that the City's rate of contribution for part -time regular employees remain at 75% of the premium cost for single coverage and 50% of the City's contribution toward dependent coverage for a full -time employee. Basis of Recommendation: 1. To provide adequate insurance protection for the Management and General Services employee groups, which are comparable to other City employee groups, as well as employees performing similar jobs in comparable communities. 2. Greater benefit equality is achieved between female classes found in General Services and Management groups and male classes found in the contracted labor units. 3. The 2000 Budget includes the funding necessary to provide for the premium contributions as recommended. Alternative Recommendation: 1. The Council may take no action to increase the insurance premiums beyond the current 1999 funding level. Discussion /Decision Mode: The City should implement the premium increases for coverages by December 1, 1999. Payroll deductions for January insurance payments, the beginning of the new insurance period, are calculated in December. Respec Ily submitted, Sa a Orduno City Manager SO:ds Copy: Administrative Services Director 5p -3 RESOLUTION NO. RESOLUTION DESIGNATING CITY'S CONTRIBUTION TOWARD HEALTH, TERM LIFE AND DENTAL INSURANCE PREMIUM FOR MANAGEMENT AND GENERAL SERVICES EMPLOYEES WHEREAS, the hospital - medical /surgical group health insurance plan is available from the LOGIS Health Insurance Program for City employees and their families; and WHEREAS, a term life and accidental death and dismemberment insurance plan is available from the Local Government Information Systems Association (LOGIS) for City employees; and WHEREAS, a self- funded group dental insurance plan is available to City Management and General Services employees and their families; and WHEREAS, a group short -term and long -term disability program is available to City Management and General Services employees; and WHEREAS, the City Council is required to determine by resolution the City's contribution toward the premium for employee group insurance coverages. NOW, THEREFORE, BE IT RESOLVED that the City shall contribute a maximum of 4 $435 per month for family health insurance, and in any event, said contributions shall not exceed the cost of single coverage for employees selecting that option. The City shall give to full -time employees not participating in the City's health plan, a sum of $50 per month which will be taxed as regular income. The City shall also pay the $24 monthly premium for the employee dental insurance plan, and the $4.88 monthly premium for the term life and accidental death and dismemberment insurance plan for Management and General Services employees, for a total possible maximum 2000 insurance premium contribution of $463.88 per month. Such contributions shall be for coverage effective January 1, 2000. BE IT FURTHER RESOLVED that the City shall contribute the full cost of long -term disability insurance for the Management and General Services employees' coverage. BE IT FURTHER RESOLVED that the City Council shall determine the City's contribution toward insurance premiums for all organized employee groups by the adoption of the appropriate resolutions concerning labor contracts with the respective organized employee groups. Adopted by the City Council of the City of Richfield, Minnesota this 8th day of November, 1999. Martin J. Kirsch, Mayor 4) ATTEST: Thomas P. Ferber, City Clerk Attachment 1 The City's Contribution Toward Dependent Health�� Insurance as a Percent of Total Premium Cost YEAR HEALTH DEPENDENT CITY CONTRIBUTION CITY CONTRIBUTION PLAN PREMIUM MGMT. /GEN. SVCS AVERAGE % OF COST PREMIUM 1992 MEDICA $399.00 $255.00 MCHP $389.35 $255.00 66% GHI $356.76 $255.00 1993 MEDICA $430.92 $285.00 MCHP $437.25 $285.00 68% GHI $397.48 $285.00 1994 MEDICA $449.05 $315.00 MCHP $478.35 $315.00 69.5% GHI $431.44 $315.00 1995 MEDICA $449.05 $335.00 MCHP $478.35 $335.00 72% GHI $465.86 $335.00 1996 MEDICA $449.03 $345.00 MCHP $464.63 $345.00 76% GHI $443.32 $345.00 1997 MEDICA $490.85 $365.00 MCHP $451.86 $365.00 81% GHI $417.43 $365.00 1998 MEDICA $544.00 $395.00 MCHP $484.67 $395.00 79% GHI $466.74 $395.00 1999 MEDICA High Option $524.92 $415.00 79% Low Option $480.31 $415.00 86% 2000 MEDICA High Option * Employee + Spouse $524 $435 83% * Employee + Children $495 $435 88% * Family $646.96 $435 67% Elect Option Employee + Spouse $469.87 $435 93% * Employee + Children $443.87 $435 98% * Family $580.13 $435 87% Low Option * Employee + Spouse $479.46 $435 91% • Employee + Children $452.93 $435 96% • Family $591.97 $435 73%