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01-10-94 agendaCITY OF RICHFIELD, MINNESOTA MONDAY, JANUARY 10, 1994 REGULAR CITY COUNCIL MEETING 7:00 P.M. COUNCIL CHAMBERS AGENDA INTRODUCTORY PROCEEDINGS CALL TO ORDER PLEDGE OF ALLEGIANCE APPROVAL OF MINUTES OF THE (1) SPECIAL CITY COUNCIL MEETING OF DECEMBER 30, 1993 AND (2) SPECIAL CITY COUNCIL STUDY SESSION MEETING OF JANUARY 3, 1994 AND (3) SPECIAL CITY COUNCIL MEETING OF JANUARY 3, 1994 PRESENTATIONS 1. OPPORTUNITY FOR PERSONS TO ADDRESS THE COUNCIL ON ITEMS NOT LISTED ON THE AGENDA 2. PRESENTATION OF CERTIFICATE OF ACHIEVEMENT FOR EXCELLENCE IN FINANCIAL REPORTING AWARDED BY GOVERNMENT FINANCE OFFICERS ASSOCIATION COUNCIL LETTER NO. 8 AGENDA APPROVAL 3. COUNCIL APPROVAL OF AGENDA CONSENT CALENDAR NOTE: 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. 4A. CONSIDERATION OF APPROVAL OF RESOLUTION APPOINTING LARRY ZIELKE TO BOARD OF DIRECTORS TO RICHFIELD TOURISM PROMOTION BOARD INC. C.L. 9 B. CONSIDERATION OF APPROVAL OF CONTINUING AGREEMENT WITH HENNEPIN COUNTY COMMUNITY HEALTH DEPARTMENT TO RECEIVE STATE SUBSIDY FUNDING FOR 1994-1995 C.L. 10 C. CONSIDERATION OF APPROVAL_OF RESOLUTION DESIGNATING CITY MANAGER AS RESPONSIBLE AUTHORITY FOR GOVERNMENT DATA PRACTICES C.L. 11 D. CONSIDERATION OF APPROVAL OF REQUEST FOR OFF-STREET PARKING PERMIT FOR RETAIL STORE AT 6521-6525 PENN AVENUE C.L. 12 E. CONSIDERATION OF APPROVAL OF PURCHASE IN EXCESS OF $5,000 FOR PUBLIC SAFETY ADMINISTRATIVE VEHICLE FROM R.L. BROOKDALE MOTORS, INC. IN TOTAL AMOUNT OF $12,961.05 C.L. 13 F. CONSIDERATION OF APPROVAL OF PURCHASE IN EXCESS OF $5,000 FOR FIVE FORD CROWN VICTORIAS FOR USE BY PUBLIC SAFETY DEPARTMENT THROUGH STATE OF MINNESOTA PURCHASING AGREEMENT FROM SUPERIOR FORD, INC. IN TOTAL AMOUNT OF $69,055 C.L. 14 G. CONSIDERATION OF APPROVAL OF PURCHASE IN EXCESS OF $5,000 FOR 1994 CROWN VICTORIA TO BE USED BY PUBLIC SAFETY'S FIRE MARSHAL FROM SUPERIOR FORD, INC. IN TOTAL AMOUNT OF $14,161 C.L. 15 H. CONSIDERATION OF APPROVAL OF PURCHASE IN EXCESS OF $5,000 FOR CHEVROLET S10 4x4 BLAZER FOR PUBLIC SAFETY USE FROM THANE HAWKINS POLAR CHEVROLET, INC. IN TOTAL AMOUNT OF $18,714.80 C.L. 16 I. CONSIDERATION OF APPROVAL OF BID MINUTES/TABULATION AND AWARD OF CONTRACT FOR DISPOSAL OF LIME BY-PRODUCT AT DEWATERING PLANT FOR 1994 AND 1995 FROM AVON AG-LIME IN AMOUNT OF $85,230 C.L. 17 J. CONSIDERATION OF APPROVAL OF BID MINUTES/TABULATION AND AWARD OF CONTRACT FOR ELECTRIC ICE RESURFACER FOR ICE ARENA FROM FRANK J. ZAMBONI & COMPANY, INC. IN AMOUNT OF $59,411.03 C.L. 18 K. ESTIMATE #1 FOR SUPPLY OF MAIN SWITCHBOARDS FOR PUMP HOUSE #5 OF WATER FUND; ELECTRO-MECHANICAL INDUSTRIES; $12,100.00 L. ESTIMATE #1 PAYMENT FOR SUPPLY OF MAIN SERVICE ENTRANCE SWITCHBOARD AND DISTRIBUTION EQUIPMENT OF WATER TREATMENT PLANT MODIFICATIONS; GRAYBAR ELECTRIC; $66,704.00 M. ESTIMATE #3 PAYMENT RICHFIELD ICE ARENA REROOFING; G&B CONSTRUCTION, INC.; $41,387.50 N. ESTIMATE #1&2 PAYMENT FOR RICHFIELD ICE ARENA REROOFING; G&B CONSTRUCTION: $99,085.00 0. ESTIMATE #.4 PAYMENT FOR ELECTRICAL CONTRACT REGARDING WATER TREATMENT PLANT MODIFICATIONS: PAGE ELECTRICAL CONTRACTOR: $39,900.00 P. ESTIMATE #6 PAYMENT FOR WATER TREATMENT PLANT MODIFICATIONS; BOR-SON CONSTRUCTION, INC.; $296,564.00 Q. CONSIDERATION OF APPROVAL OF 1994 LICENSE RENEWALS: AIRPORT BOWL: FOOD ESTABLISHMENT, CIGARETTE RETAIL, BOWLING ALLEY, RETAIL ON-SALE NON-INTOXICATING MALT LIQUOR, FOOD- VENDING MACHINES BROWNING-FERRIS INC.: GARBAGE HAULER, 11 VEHICLES BUCKINGHAM DISPOSAL INC.: GARBAGE HAULER, 1 VEHICLE EDDIE'Z SOUTHDALE CAR WASH: CAR WASH, CIGARETTE RETAIL, FOOD- RETAIL GODFATHER'S PIZZA: SOFT DRINK, FOOD ESTABLISHMENT, FOOD- VEHICLES, RETAIL ON-SALE NON-INTOXICATING MALT LIQUOR KINHDO RESTAURANT: FOOD ESTABLISHMENT, SOFT DRINK, ON-SALE NON-INTOXICATING MALT LIQUOR KNUTSON RUBBISH SERVICE! GARBAGE HAULER, 2 VEHICLES LARIAT LANES: FOOD ESTABLISHMENT, SOFT DRINK, BOWLING ALLEY, ON-SALE NON-INTOXICATING MALT LIQUOR RICHFIELD SENIOR SUITES: ROOMING HOUSE SANDY'S TAVERN: ON-SALE NON-INTOXICATING MALT LIQUOR, SOFT DRINK, POOL/BILLIARD, CIGARETTE RETAIL, OFF-SALE NON- INTOXICATING MALT LIQUOR, FOOD ESTABLISHMENT SUBURBAN GREEN & WHITE TAXI: 82 VEHICLES TOWN TAXI, INC.: 9 VEHICLES VASKO RUBBISH REMOVAL INC.: 1 VEHICLE VINA RESTAURANT: FOOD ESTABLISHMENT, SOFT DRINK, ON-SALE NON- INTOXICATING MALT LIQUOR WALLY MCCARTHY'S OLDS INC.: MOTOR VEHICLE DEALER WALSER IMPORTS: MOTOR VEHICLE DEALER WASTE MANAGEMENT-SAVAGE: GARBAGE HAULER, 23 VEHICLES WOODLAKE SANITARY SERVICE: GARBAGE HAULER, 5 VEHICLES PUBLIC HEARINGS 5. PUBLIC HEARING ON APPLICATION FOR RESIDENTIAL KENNEL LICENSE, 7001 PENN AVENUE; SIX CATS (CONTINUED FROM SEPTEMBER 27, 1993) COUNCIL LETTER NO. 19 0 RESOLUTIONS 6. CONSIDERATION OF RESOLUTION APPROVING LABOR AGREEMENT BETWEEN CITY OF RICHFIELD AND INTERNATIONAL UNION OF OPERATING ENGINEERS LOCAL 49 AFL/CIO FOR YEAR 1994 COUNCIL LETTER NO. 20 7. CONSIDERATION OF RESOLUTION AUTHORIZING EXECUTION OF PROXY IN FAVOR OF CERTAIN AMENDMENTS TO DECLARATION OF TRUST OF MINNESOTA MUNICIPAL MONEY MARKET FUND (4M FUND) COUNCIL LETTER NO. 21 PROPOSED ORDINANCES 8. CONSIDERATION OF FIRST READING OF ORDINANCE AMENDING RICHFIELD CITY CHARTER COUNCIL LETTER NO. 22 9. CONSIDERATION OF FIRST READING OF TRANSITORY ORDINANCE PROVIDING FUNDING FOR CERTAIN CAPITAL IMPROVEMENTS FROM SPECIAL REVENUE FUND COUNCIL LETTER NO. 23 ADMINISTRATIVE REPORTS & OTHER BUSINESS 10. CONSIDERATION OF REQUEST BY GALLAGHER'S SERVICE INCORPORATED FOR RETURN OF BID BOND RELATED TO BID OPENING FOR TRASH HAULING FOR ALL CITY-OWNED FACILITIES FOR 1994 COUNCIL LETTER NO. 24 11. CONSIDERATION OF AGREEMENTS FOR REDEVELOPMENT OF MADISON PARK: LANDSCAPE ARCHITECT AND BUILDING ARCHITECT COUNCIL LETTER NO. 25 12. CONSIDERATION OF COOPERATIVE AGREEMENT BETWEEN MINNESOTA DEPARTMENT OF TRANSPORTATION AND CITY OF RICHFIELD FOR REIMBURSEMENT OF PHASE I LANDSCAPING COSTS ON 77TH STREET COUNCIL LETTER NO. 26 AIRPORT BUSINESS 13. AIRPORT STATUS REPORT 77TH STREET PROJECT BUSINESS 14. 77TH STREET PROJECT STATUS REPORT CORRESPONDENCE 15. LEGISLATIVE REPORT COUNCIL CHOICE 16. COUNCIL DISCUSSION ITEMS 17. CLAIMS AND PAYROLLS 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 861-9702. n /C- CITY OF RICHFIELD, MINNESOTA Council Letter No. 26 Agenda January 10, 1994 Issue Statement: Consideration of a Cooperative Agreement between Minnesota Department of Transportation (MnDOT) and the City of Richfield for reimbursement of Phase I landscaping costs on 77th Street. Background: A cooperative agreement describes the State of Minnesota's funding contribution towards the reconstruction of 77th Street. On May 10 and October 25, 1993 the City Council approved the first two cooperative agreements. The first one covered the construction contract with Shafer Contracting Co. for Phase I of the 77th Street Project. The second one addressed the recovery of all remaining costs on Phase I incurred up to June 30, 1993 by the City of Richfield. The agreements were between the Minnesota Department of Transportation (MnDOT) and the City of Richfield. This third cooperative agreement is needed to cover the landscaping costs on Phase I for work that will be performed in 1994. Under the terms of the cooperative agreement, the local share for • federal highway funds is 20%. MnDOT agrees to contribute 75% of local share or 15% of total cost and the City 25% of the local share or 5% of total cost. The same 75$/25$ cost split will be used to pay for costs that are ineligible for federal funds. Under the agreement, the City can claim credit for the $2.2 million in right of way acquisition costs it incurred prior to receiving federal funds for the project. If approved by both the City and the MnDOT, the Cooperative Agreement #3 will cover an estimated $560,000 of landscaping work in Phase I. When Cooperative Agreement #3 is signed, the City of Richfield will be able to claim 20%, or about $110,000, in State funds to pay for the proposed work. The remaining 80% of the funds will come from the federal highway demonstration funds allocated to the 77th Street Project. Recommended Motion: Approve the attached resolution authorizing appropriate City officials to sign the cooperative agreement. Basis of Recommendation: 1. The cooperative agreement provides the State share (20%) of financing of the Phase I landscaping contract for the 77th Street Project and is necessary before the MnDOT will advertise the landscaping contract for bid. 2. City can request reimbursement from MnDOT based on this cooperative agreement for 20$ of the costs associated with the Phase I landscape contract. /a-i 3. The cooperative agreement is consistent with all prior agreements between MnDOT and the City on financing the 77th Street Project. Alternative Recommendation: None. The proposed agreement is consistent with the City's request for MnDOT financial participation in the 77th Street Project. Discussion/Decision Mode: A decision is needed on this agreement before the MnDOT will advertise the Phase I landscape contract for bid. Respectfully submitted, James . Prosser City anager JDP:ds RESOLUTION NO. RESOLUTION OF THE CITY OF RICHFIELD APPROVING AGREEMENT NO. 71603 WITH THE STATE OF MINNESOTA DEPARTMENT OF TRANSPORTATION REGARDING THE 77th STREET PROJECT WHEREAS, the Minnesota Department of Transportation (MnDOT) and the City of Richfield (City) negotiated a Cooperative Agreement on the 77th Street Project (Project) that describes the payment of the State's share of the Phase I landscape contract; and WHEREAS, the Cooperative Agreement is essential for the City of Richfield to finance the construction of Phase I of 77th Street; and NOW, THEREFORE, BE IT RESOLVED, that the Mayor and City Manager are hereby authorized to approve Agreement No. 71603 with the State of Minnesota, Department of Transportation to provide for payment by the State to the City of Richfield of the State's share of the Phase I landscape contract incurred by the City to be performed upon, along and adjacent to Municipal State Aid Street No. 108 (77th Street) from Engineer Station 1+59.46 (Trunk Highway No. 35W) to Engineer Station 133+70 (Cedar Avenue) within the City of Richfield under State projects No. 2785-279 (T.H. 494=393) and No. 157-108-11. Adopted this 10th day of January, 1994. Martin J. Kirsch Mayor Attest: Thomas P. Ferber City Clerk CITY OF RICHFIELD, MINNESOTA Council Letter No. 25 Agenda January 10, 1994 Issue Statement: Agreements for redevelopment of Madison Park: landscape architect and building architect. Background: The City Council has determined that neighborhood park redevelopment will take place at Madison Park, vicinity of 63rd Street and Knox Avenue, in 1994. Funding for the project.is from the Special Revenue Fund. Staff has negotiated an agreement with Barry Warner of Barton- Aschman Associates, Inc. for site and park equipment improvements traditionally associated with landscape architecture and civil engineering. This firm was the site consultant for the Jefferson Park and the Nicollet Park projects. Barton-Aschman Associates, Inc. proposes to provide services, including project initiation, data collection, basemapping, site development concepts, preparation of construction documents, bidding assistance, and construction observation, for Madison Park site improvements with the consultant fee not to exceed $28,500, approximately 9.5% of the estimated construction contract amount. • Staff has negotiated an agreement with Richard Schwarz of Schwarz Architects for building architect services. This firm was also the architect for the Nicollet Park and Washington Park projects. Schwarz proposes to provide services, including design, construction document and construction phases, for Madison Park building and electrical improvements with the consultant fee not to exceed $12,500, approximately 9% of the estimated construction contract amount. Recommended Motion: Approve the agreements with consultants for the Madison Park redevelopment project: Barry Warner, Barton-Aschman Associates, Inc., in the amount of $28,500, for site consultant services; Richard Schwarz, Schwarz Architects, in the amount of $12,500 for building and electrical consultant services. Basis of Recommendation: 1. Madison Park is scheduled for redevelopment as part of the adopted 1994 Capital Budget. 2. Barton-Aschman Associates, Inc. and Schwarz Architects are firms qualified in the field of park redevelopment. 3. The proposed agreements and fees are typical for this type of work and are similar to recent park redevelopment agreements. 4. There are sufficient funds available for the two agreements. Alternative Recommendation: 1. Do not proceed with the Madison Park redevelopment project. 2. Direct staff to seek other consultants. However, there is limited time available if neighborhood meetings are to be scheduled and construction is to take place in 1994. The recommended firms are familiar with the City's neighborhood involvement process and have worked together on the Nicollet Park neighborhood park'redevelopment project. 3. Direct staff to renegotiate agreements with the recommended firms and consultants. Discussion/Decision Mode: This item is scheduled for the January 10, 1994 Council meeting. Action is requested at this time so park design meetings can be held with the neighborhood in January and February in an effort to begin construction as quickly as possible so the project may be completed within the next year. • JDP:ds Resp ully submitted, Jame Prosser City jager 0 /o CITY OF RICHFIELD, MINNESOTA Council Letter No. 24 Agenda January 10, 1994 Issue Statement: Request by Gallagher's Service Incorporated for return of bid bond. Background: A formal bid opening for trash hauling from all City-owned facilities, excluding the liquor stores, for calendar year 1994, was held November 15, 1993 with the following results: Vendor Estimated Annual Amount Gallagher's Service, Inc. $17,684.05 Quality Waste Control 19,944.94 Buckingham Disposal, Inc. 20,915.29 Knutson Rubbish Service, Inc. 26,250.33 Waste Management 27,508.61 BFI 30,629.55 On November 30, 1993 Hennepin County adopted resolutions reducing tipping fees from $95 to $60 per ton and imposing a 14.5% hauler fee to be charged to nonresidential generators. On December 3, 1993 Gallagher's Service, Inc., the low bidder, informed the City • that they could not honor their bid because of the new County regulations. Quality Waste Control, the second low bidder, was contacted. Quality Waste Control said they understood the County change in regulations and that they would honor their bid. Gallagher's Service, Inc. was notified on December 10, 1993 by the City Attorney that the City Council would be asked to accept the second low bid and that Gallagher's Service, Inc. would have to forfeit their bid bond. Gallagher's Service, Inc. had until the City Council acted on December 13, 1993 to react to this notification and did not do so. Consequently, the Council accepted Quality Waste Control's bid on December 13, 1993 and Gallagher's forfeited their bid bond. On December 29, 1993 the City Manager received a letter from Gallagher's Service, Inc. requesting an opportunity at the January 10, 1994 Council meeting to explain why they believe that the City should return their bid bond. He agreed to this request. Recommended Motion: Retain the bid bond of Gallagher's Service, Inc. as the City does on all formal bids when a vendor does not honor their bid. Basis of Recommendation: 1. All bidders had knowledge of pending action by the County which might affect their bid. 2. The second low bidder was able to successfully give a bid which they could honor. to-? 3. Mr. Gallagher did not attend the December 13, 1993 Council meeting to plead his case. Alternative Recommendation: Council could return the bid bond. Discussion/Decision Mode: Either decision will not affect 1994 trash hauling. Resp tfully submitted, Jame Prosser City anager JDP:ds • 0 9 CITY OF RICHFIELD, MINNESOTA Council Letter No. 23 Agenda January 10, 1994 Issue Statement: First reading of transitory ordinance providing funding for certain capital improvements from the Special Revenue Fund. Background: At the December 13, 1993 City Council meeting, the City Council authorized $900,000 of Special Revenue Funds for redevelopment of Madison Park ($500,000), Washington Park ($340,000), and Donaldson Park playfeatures ($60,000) in 1994. In addition, the 1994 Capital Improvement Budget provided for expenditure for all types of funds contained in the budget document including county funds, municipal state aid,' user fees, federal grants, state grants, and special revenue. While the total 1994 CIB includes total budgeted expenditures of $17,693,270, the portion of the CIB concerning proposed funding from the Special Revenue Fund is $900,000. The allocation of the $900,000 is outlined below: Park Improvement - Madison Park $500,000 Park Improvement - Washington Park 340,000 . Playfeature Improvement - Donaldson Park 60,000 Total $900,000 A transitory ordinance is necessary to finalize these appropriations pursuant to City Charter. Charter Section 7.12, Subdivision 2 allows expenditures for capital improvements from the Special Revenue Fund only by ordinance. Recommended Motion: Approve first reading of the attached transitory ordinance providing for the expenditure of funds from the Special Revenue Fund for certain capital improvements and schedule second reading and public hearing for February 14, 1994. Basis of Recommendation: 1. On December 13, 1993, the City Council approved the 1994 Capital Improvement Budget, which includes an expenditure of $900,000 of Special Revenue Funds for the redevelopment of Madison Park, Washington Park, and Donaldson Park playfeatures. 2. Under Section 3.09 of the City Charter, a transitory ordinance becomes effective 30 days after publication of the second hearing notice. The ordinance requirements must be completed early enough in 1994 so that the capital projects can be initiated on a timely basis, completed, and the funds expended. 3. In order for the timely start of the projects under O'l consideration in the Capital Improvement Budget, it is suggested that the first reading of the transitory ordinance take place on January 10 and that the second reading and public hearing be completed at the February 14, 1994 City Council meeting. Alternative Recommendation: 1. The City Council could postpone the first reading of the transitory ordinance to a future City Council meeting. is 2. The City Council could decide to authorize none or only a portion of the expenditures identified from special revenues in the CIB. Discussion/Decision Mode: In order to proceed with improvements approved on a timely basis, first reading approval of this transitory ordinance would be desirable on January 10, 1994 so that second reading and the public hearing could take place on February 14, 1994. JDP:cak Respectfully submitted, Jame . Prosser City anager { 9-;Z1 • BILL NO. TRANSITORY ORDINANCE NO. AN ORDINANCE PROVIDING FOR THE EXPENDITURE OF MONEY FROM THE SPECIAL REVENUE FUND FOR CERTAIN CAPITAL IMPROVEMENTS CITY OF RICHFIELD DOES ORDAIN: Section 1: It is found and determined to be necessary and expedient for the City to expend money from the Special Revenue Fund for the making of capital improvements listed in Section 2 hereof, for which the City would be authorized to issue general obligation bonds. Section 2: The capital improvements and amounts of expenditures for such improvements which are authorized to be paid from the Special Revenue Fund under Section 7.12, Subdivision 2 of the City Charter, are as follows: Park Improvement - Madison Park $500,000 Park Improvement - Washington Park 340,000 Playfeature Improvement - Donaldson Park 60,000 Total $900,000 Section 3: The expenditures herein authorized shall be made pursuant to such contracts as are authorized from time to time by Council action. Passed by the City Council of the City of Richfield this 10th day of January, 1994. Martin J. Kirsch Mayor ATTEST: Thomas P. Ferber City Clerk 0 8 CITY OF RICHFIELD, MINNESOTA Council Letter No. 22 Agenda January 10, 1994 Issue Statement: Consideration of first reading of an ordinance amending the Richfield City Charter. Background: The Charter Commission has recommended an amendment to the City Charter. The amendment would provide the following changes in the City Charter: ? Section 4.01 Clarify that City.elections are held in even numbered years. ? Section 4.02 Replace the word "official" with the word "office" for clarity. ? Section 4.04 Clarify that the filing period for municipal office be that provided by State law because the State now supersedes Charter provisions on this issue. ? Section 4.04 Increase the filing fee from $5.00 to $25.00. ? Section 9.02 Add the word "possible" to clarify language of this section. Recommended Motion: Approve first reading of this ordinance and authorize a public hearing and second reading scheduled for February 14, 1994. Basis of Recommendation: 1. The Charter Commission has recommended that the City Council adopt the proposed amendments to the Charter. Alternative Recommendation: 1. The Council may decide to request that the Charter amendment be submitted to voters for approval. 2. The Council may decide to recommend modifications to the Charter and send the question back to the Charter Commission. Discussion/Decision Mode: This matter will be presented for action at the January 10, 1994 City Council meeting. Res fully submitted, Jame Prosser City anager JDP:ds Copy: Richard Starleaf, Charter Commission President ?_l MINUTES FOR THE RICHFIELD CHARTER COMMISSION MEETING NOVEMBER 30, 1993 The meeting was called to order by'President Starleaf at 7:35. Present: Doebler, Johnson, Kennedy, Holstrom, Anderson, Norquist, Palm, Severe,.Starlead, Ticen, Cramer Excused: Lindberg The motion to approve changes in the charter in Sections 4.01, 4.02, 4.04 and 9.02 was made and seconded. The changes were discussed and a roll call vote was taken. The motion passed 10 to 1. The minutes of the April 20, 1993 meeting were read and approved. • the nominating committee consisting of Johnson, Kennedy and Severe was made, seconded and passed. Their report will be due by December 22. Patricia Wick and Allan Peteson have resigned. A motion to move that the Charter Cimmission sign the Anti-racism petition as a unit and as individuals if they so desire was made, seconded and passed. The petition was signed. The next regular meeting will be held on January 11, 1994 at 7:30. The meeting was adjourned at 8:40. Respectfully submitted, Dorothy Holstrom Secretary HOLMES & GRAVEN 4 _ `i!= C CHARTERED . JOHN M. LEFEVBE, JR. Attorneys at Law 470 Pillsbury Center, Minneapolis, Minnesota 55402 ROBERT J. IZOALL (612) 337-9300 LAURA IL MOLLET BERT A. ALSOP BARBARA L PORTWOOD D H. BATTY Facsi n le (612) 337-9310 JAMES M. STBOMMEN 'IMPHEN J. BUBUL JAMES J. THoMSON, JR. JOHN B. DEAN LARRY M. WERTHEIM MARY G. DOBBINS BONNIE L W LMS STEFANE9 N. GALEY GARY P. WINTER CORRINE A. HEINE JAMES S. HOLMES WRITER'S DIRECT DIAL DAVID L GRAVEN (1929.1991) DAVID J. n NNEDY 337-9217 OF COUNSEL JOHN R. LARSON ROBERT C. CARLSON WELLINOTON H. LAW ROBERT L DAVIDSON CHARLES L LEFEVERE ROBERT C. LONG December 2, 1993 Richard Starleaf, C.P.A. 6519 Nicollet Avenue South Richfield, MN 55423 RE: Charter Amendments Dear Mr. Starleaf : Enclosed is the proposed charter amendment ordinance, with the revisions that the Charter Commission made at its meeting last night. I understand that the Charter • Commission has approved the enclosed ordinance and is recommending the adoption of the ordinance by the City Council. By copy of this letter, I am forwarding the proposed ordinance to the city manager and city clerk for submission to the City Council. Sincerely, Corrine A. Heine Enclosure cc: Jim. Prosser (w/enc) Tom Ferber (w/enc) 0 8-3 BILL NO. 1993-- AN ORDINANCE RELATING TO CITY GOVERNMENT; AMENDING THE RICHFIELD CITY CHARTER THE CITY OF RICHFIELD DOES ORDAIN: Section 1. Background: Findings: Authority. 1.01. The City of Richfield (City) is governed by a home rule charter adopted November 3, 1964, pursuant to the Constitution of the state of Minnesota and Minnesota Statutes, Chapter 410 (Act). 1.02. The Charter Commission of the City has proposed the adoption of an amendment (Amendment) of the City Charter (Charter) and recommended to the City Council that the Amendment be adopted by City Council ordinance in the manner prescribed by Section 410.12, Subdivision 7 of the Act. The form of the amendment is set out in Section 2.02. 1.03. A public hearing on the Amendment was duly held on , 1993, by the City Council after two weeks' published notice containing the text of the Amendment as required by the Act. The notice contained a brief description of the nature and scope of the Amendment. All persons desiring to be heard with reference to the Amendment were heard at the public hearing. 1.04. The council finds and determines that it is in the best interests of the City and its inhabitants that the Amendment be adopted. Sec. 2. Adoption: Effective Date. 2.01. The Amendment, as proposed by the Commission, is adopted. 2.02. The text of the proposed amendment is as follows : I . Chapter 4 of the Charter is amended in the following respects : A. By amending Section 4.01 thereof to read as follows: Section 4.01. The Regular Municipal Election. The regular municipal election shall be held on the first Tuesday after the first Monday in November of each even numbered year at such place or places as the City Council may designate. The City Clerk shall give at least two weeks previous notice of the time and place of holding such election and of the officers to be elected by posting in at least one public place in each voting precinct and by publication at least once in the official newspaper, but failure to give such notice shall not invalidate such election. GS61556 RC145-17 8-4 B . By amending Section 4.02 thereof to read as follows : Section 4.02. Primary Election. On the first Tuesday after the second Monday in September preceding the regular municipal election there shall be a primary election for the selection of two nominees for each elected ef€ieial office at the regular municipal election unless no more than two nominees file for each elective office. The City Clerk shall give at least two weeks previous notice of the time and place of holding such election and of the officers to be elected by posting in at least one public place in each voting precinct and by publication at least once in the official newspaper, but failure to give such notice shall not invalidate such election. C . By amending Section 4.04 thereof to read as follows : Section 4.04. Nomination by Petition. All candidates for elective office provided for by this charter shall be nominated by petition. The name of any registered voter of the City shall be printed upon the ballot as a candidate for an office whenever a petition signed by at least ten registered voters has been filed with the City Clerk in a candidate's behalf rrr • ght ,, M c avr c t caa,ca cr y-=acravs , sc v ? +cauir vizr ? c PORE o o e Pv=e *_ he Muni '"t,' within the time period provided by state law for such filings. No registered voter shall sign petitions for more candidates for any office than the number of persons to be chosen for that office at the election. Should a signer do so, the • signer's signature shall be void as to the petition or petitions last filed. Each petition presented shall be accompanied by a five twenty-five dollar ($9.00) $25.00 filing fee. (Bill 1947_8) 6_26_87- II . Chapter 9 of the Charter is amended by amending Section 9.02 thereof to read as follows : Section 9.02. Proceedings in Acquiring Property. The necessity for the taking of any property by the City shall be determined by the Council and shall be declared by a resolution which shall describe such property as nearly as may be possible and state the use to which it is to be devoted. In acquiring property by exercising the power of eminent domain, the City shall proceed according to the laws of this state, except as otherwise provided in this Charter. Sec. 2.03 This ordinance is effective ninety (90) days after its publication, provided that if within sixty (60) days after publication a petition requesting a referendum on this ordinance, signed by the number of registered voters of the City required by the Act is filed with the City Clerk, this ordinance will not be effective until approved by 51% of the voters voting on the question of its adoption at the special election called by the Council for that purpose. • CAH61556 RC145-17 2 g-5 Sec. 2.04. On the effective date of the Amendment the City Clerk is authorized and directed to file copies of the Amendment with the Secretary of State of the State of Minnesota, the Hennepin County Recorder, and in the City Clerk's office, together with the certificate required by Section 410.11 of the Act. ATTEST: Thomas P. Ferber, City Clerk • • CAR61556 RC145-17 Martin J. Kirsch, Mayor 3 1") ' CITY OF RICHFIELD, MINNESOTA Council Letter No. 21 Agenda January 10, 1994 Issue Statement: Adoption of a resolution authorizing execution of proxy in favor of certain amendments to the Declaration of Trust of the Minnesota Municipal Money Market Fund (4M Fund). Background: In June 1988, the City Council adopted a resolution authorizing City participation in the League of Minnesota Cities 4M Fund. The 4M Fund was created in January 1987 under authority of Minnesota Statutes as a Joint Powers Agreement in the form of a Declaration of Trust. The fund is managed by Piper Capital Management, Inc. and Cadre Consulting Services, Inc. The City has been a participant in the 4M Fund since June 1988. Annual returns for the 4M Fund have continued to be comparable with other money market investments. The Technical Advisory Board of the 4M Fund recently proposed to the 4M Fund Board of Trustees certain changes in the 4M Fund Trust Document. The changes require a vote of the participants on February 2, 1994. The City may designate an individual to vote or to execute the proxy statement. The principal change to the Declaration of Trust is authority permitting the Board of Trustees to create multiple investment portfolios within the fund. Other changes are also recommended which will give the 4M Fund slightly greater investment flexibility, including an amendment to the restricted maturity of less than one year and the allowable percentage of reverse repurchase agreements. All of the changes are legal under Minnesota Statute. The meeting notice, proxy statement, and Declaration of Trust with proposed amendments are attached for your review. Recommended Motion: Approve the resolution authorizing execution of proxy in favor of certain amendments to the Declaration of Trust of the Minnesota Municipal Money Market Fund. Basis for Recommendation: 1. The creation of an additional fund or portfolios with slightly longer average maturities will offer participants the potential of slightly higher yields. 2. A participant would have greater investment flexibility by being able to participate in as few or as many portfolios as it might choose. 0 'Z-1 3. All changes are legal under Minnesota Statute. 4. City staff reviewed the recommended changes and is in support of the changes. 5. The execution of the proxy offers a convenient method for the City to approve the recommended changes to the Declaration of Trust. Alternative Recommendation: 1. The City could choose to postpone taking action on the resolution until a subsequent meeting. However, action is recommended at this time in order to allow for time to execute and deliver the proxy prior to February 2, 1994. 2. The City could vote against the recommended changes to the Declaration of Trust. Discussion/Decision Mode: The City must execute and deliver the proxy prior to February 2, 1994. 0 Resp tfully submitted, Jam D. Prosser Cit Manager 0 ?- 9L 0 RESOLUTION NO. RESOLUTION AUTHORIZING EXECUTION OF PROXY IN FAVOR OF CERTAIN AMENDMENTS TO THE DECLARATION OF TRUST OF THE MINNESOTA MUNICIPAL MONEY MARKET FUND WHEREAS, the City of Richfield is a participant in the Minnesota Municipal Money Market Fund (4M Fund), by reason of its approval of a joint powers agreement in the form of a Declaration of Trust; and WHEREAS, the City has been asked to consider certain amendments to the Declaration of Trust of the 4M Fund; and WHEREAS, the City has reviewed and considered the proposed amendments to the Declaration of Trust as described in the attached proxy statement and amended Declaration of Trust. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota as follows: 1. That the City of Richfield approves the proposed amendments described in the proxy statement and amended Declaration of Trust. S 2. That at a meeting of the 4M Fund participants to be held on February 2, 1994, Bridget A. Walstrom, Finance Manager is authorized to attend and vote on behalf of the City in favor of the proposed amendments, or in the alternative, is authorized to execute the attached proxy in favor of the amendments and forward it to the proxy agent to be voted accordingly. Adopted by the City Council of the City of Richfield, Minnesota this 10th day of January, 1994. Martin J. Kirsch, Mayor ATTEST: Thomas P. Ferber, City Clerk 0 412911 League of Minnesota Cities 1,)-3 3490 Lexington Avenue North SL Paul, MN 551268044 (612) 490-5600 NOTICE AND PROXY STATEMENT CONCERNING A MEETING OF THE PARTICIPANTS OF THE MINNESOTA MUNICIPAL MONEY MARKET FUND To Be Held on February 2, 1994 December 10, 1993 To Our Participants: A meeting of the Participants of the Minnesota Municipal Money Market Fund (4M Fund) will be held on Wednesday, February 2, . 1994 at 2:00 p.m., at the League of Minnesota Cities' offices, 3490 Lexington Avenue North, Shoreview, MN. The purpose of the meeting is to consider amendments to the Declaration of Trust. The Technical Advisory Board of the 4M Fund recently proposed to the 4M Fund Board of Trustees certain changes in the 4M Fund Trust Document. The changes require a vote of the participants. The changes are discussed in detail in the attached proxy material. You are cordially invited to attend the meeting, but whether or not you plan to be present, please fill in, date and sign the enclosed Proxy and return it in the addressed reply.envelope which is furnished for your convenience and which requires no postage. Please mail your proxy promptly to insure that it will be received prior to the date of the meeting. Should you attend the meeting, you may revoke your proxy and vote in person. In the event you agree with the proposed amendments, we have included a model resolution approving the proposed amendments and designating an.individual to vote or execute the proxy. Sincerely yours, a 9 mes F. Miller Executive Director -41 PROXY STATEMENT Introduction 10 This Proxy Statement, together with the accompanying proxy, is being furnished to each Participant of the Minnesota. Municipal Money Market Fund (4M Fund) in connection with the solicitation'by the Trustees of the Fund of proxies to be used at a meeting of the Participants of the Fund and any adjournment thereof. The meeting will beheld on Wednesday, February 2, 1994 at 2:00 p.m., at the League of Minnesota Cities' offices, 3490 Lexington Avenue North, Shoreview, MN. The Purpose of the Meeting Amendment of the Declaration of Trust At the meeting, the Participants will be asked to consider and approve amendments to the Declaration of Trust of the Fund. The changes to the Declaration to be effected by the amendment and the purpose of such changes are summarized below. In addition to such summary, the text of the amended declaration of Trust to be considered and voted upon at the meeting is set forth in full in the Appendix to this Proxy Statement. In the Appendix, language that would be deleted by the amendment is stricken and language that would be added by the amendment is underlined. • The Trustees recommend that the Participants vote in favor of the amendments. The principal change embodied in the amendments to the Declaration of Trust is authority permitting the Board of Trustees to create multiple investment Portfolios within the Fund. Fund investments would of course continue to be restricted to those instruments in which Minnesota municipalities can lawfully invest. Since January, 1987, the 4M Fund has provided a liquid, short-term, money market investment option. The permitted investments and their duration have been specifically articulated in the Declaration of Trust. In short, the 4M Fund may invest in those securities permitted by any municipality in Minnesota. The maximum duration of any investment is currently one year. Additionally, there has been no limitation on the length of time a city has to keep money in the Fund. Recently the 4M Fund Technical Advisory Board, consisting of finance directors and other municipal officials, considered recommending expansion of the 4M Fund Declaration of Trust to create an additional fund or portfolios with slightly longer average maturities and, therefore, offer participants the potential of slightly higher yields. For instance, a second type of Portfolio (the NMAX Portfolios) might be invested in short-term money instruments ?-s • but would have the investment objective of offering a higher rate of return with slightly less liquidity than the Liquid Portfolio. Other types of Portfolios may also be created. The Trustees would determine if and when additional Portfolio options would be made available to Participants. A Participant could participate in as few or as many Portfolios as it-might choose. The Board of Trustees would continue to determine the overall policy of the Fund and each of its component Portfolios. Several other changes are also recommended which will give the 4M Fund slightly greater investment flexibility. The rationale for the changes are discussed below. Our current Trust Document restricts all investments in the 4M Fund to a maturity date of not more than one year. Over the past year or two, a number of floating rate government agency securities with maturities of three years or less and a coupon reset within 397 days have been created. These are very attractive money market securities which the Fund's investment advisors would like to be able to purchase for the fund. These changes would, in no material way, alter the investment objectives of the fund, nor change the credit quality or character of the fund. Indeed, all of the changes, which are legal under Minnesota statute, are also consistent with regulation 2a-7 of the Investment Company Act of 1940,, which governs securities and exchange commission registered money market funds. The 4M Fund is not registered, • but it continues to be operated as if it were a registered fund, which had the highest rating from Standard & Poor's. Therefore, the first proposed change to the Trust Document would amend section 4.2, paragraph 2, which currently restricts investments to a maturity date of not more than one year. This change should allow the 4M Fund to deliver better performance and to continue to remain competitive with other permissible money market funds currently offered to Minnesota municipalities. The second change is also an amendment to section 4.2. The change would give the portfolio manager authority to use reverse repurchase agreements in the fund for up to 25% of total assets. The reverse repurchase agreement is a well-recognized and conservative strategy utilized by money market funds to accommodate the fluctuating liquidity needs of the fund without necessarily selling securities at an inopportune moment. Vote Required for Amendment of Declaration of Trust The affirmative vote of a majority of the Participants entitled to vote at the meeting is required for the adoption and approval of the amendment. If such an affirmative vote is cast by.a majority of the Participants entitled to vote at the meeting, the amendment of the Declaration will have been approved and will come into effect immediately. However, further action of the 4M Fund's Board of Trustees will be • necessary in order to implement the changes. -7y(,o 0 Other Matters The Trustees do not intend to bring any business before the meeting other than the amendments discussed herein and they have not been informed of any other business that is to be presented at the meeting. The Proxy A form of proxy is being furnished together with a copy of this Proxy Statement to each Participant. Any Participant giving a proxy has the right and power to revoke it at any time before its exercise (i) by written notice to the Secretary of the Fund prior to the meeting, or (ii) by filing a duly executed proxy bearing a later date, or (iii) by claiming a right to vote in person at the meeting. The proxy will be voted by the proxy agent in strict accordance with the directions thereon. In the absence of specific instructions thereon, the proxy will be voted in favor of the proposed amendments. For the participants convenience, if the participant agrees with the proposed amendments, a model resolution has been included authorizing an individual within the city to vote at the meeting or execute the proxy on the participant's behalf. . David DuBord, Controller of the League of Minnesota Cities, is serving as the proxy agent January 5, 1994 is the record date for the determination of Participants entitled to notice of and to vote at the meeting and at any adjournment or adjournments thereof. Only Participants of record on that date are entitled to notice of and to vote at the meeting. Each Participant is entitled to one vote on each matter to be presented at the meeting without regard to the amount of funds it has placed in the Fund. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL OUT, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED. Your prompt return of the proxy card will be greatly appreciated as it will save the expense of further mailings and solicitations. If you have any questions about the meeting, including questions about the use of a proxy card, please call Dave DuBord or Tom Grundhoefer at 1-612-490-5600. r? Ile)-? • MINNESOTA MUNICIPAL MONEY MARKET FUND Appendix to Proxy Statement Dated December 10, 1993 The following Appendix sets forth the text of the proposed amended Declaration of Trust of the Fund. Deletions are indicated by overscoring. Additions are indicated by underlining. Additional changes may be made in the text prior to the meeting for purposes of clarification or typographical corrections. Participants will be advised of any such changes prior to the meeting. 0 0 1142 -& PROXY MINNESOTA MUNICIPAL MONEY MARKET FUND The undersigned Participant of the Minnesota Municipal Money Market Fund hereby constitutes and appoints Mr. David DuBord the Proxy Agent of the undersigned Participant (with full power of substitution) on all matters which may be voted on at the Meeting of Participants to be held at 2:00 p.m., on Wednesday, February 2, 1994, at the League of Minnesota Cities' offices, 3490 Lexington Avenue North, Shoreview, Minnesota, and at any and all adjournments thereof, all in accordance with the Funds Notice and Proxy Statement dated December 10, 1993, receipt of which is hereby acknowledged, as follows: 1. Amendment of Declaration of Trust. YES • ( ) NO Shall the amendment of the Declaration of Trust be adopted in the form proposed in the Proxy Statement and the appendix thereto? 0 /)-q • WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SPECIFIED ABOVE. IN THE ABSENCE OF INSTRUCTIONS, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSITION SPECIFIED ABOVE. Participant's Name: Signature of Representative of Participant: Dated: Please mark, sign, date and return this proxy card promptly using the accompanying envelope. This Proxy is solicited on behalf of the Board of Trustees of the Minnesota Municipal Money Market Fund. • Please mail to: Mr. David DuBord League of Minnesota Cities 3490 Lexington Avenue North Shoreview, MN 55126-8044 :proxy 0 /C) MEVNFSOTA MUNICIPAL MONEY MARKET FUND (A Minnesota entity formed pursuant to the Minnesota Joint Powers Act) • DECLARATION OF TRUST (As adopted in January, 1987) with proposed amendments 0 • TABLE OF CONTENTS Page RECITALS ARTICLE I The 4M Fund Section 1.01 Name 2 Section 1.02 Purpose; Only Certain Minnesota Municipalities to be Participants 2 Section 1.03 Location 2 Section 1.04 Nature of 4M Fund and Declaration of Trust 3 Section 1.05 Definitions 3 ARTICLE II Powers of the Trustees 0 Section 2.01 General 5 Section 2.02 Permitted Investments 5 Section 2.03 Legal Title 7 Section 2.04 Disposition of Assets 7 Section 2.05 Taxes 8 Section 2.06 Rights as Holders of 4M Fund Property 8 Section 2.07 Delegation; Committees 8 Section 2.08 Collection 8 Section 2.09 Payment of Expenses 9 Section 2.10 Borrowing and Indebtedness 9 Section 2.11 Deposits 9 Section 2.12 Valuation 9 Section 2.13 Fiscal Year; Accounts 9 Section 2.14 Concerning the 4M Fund and Certain Affiliates 10 Section 2.15 Investment Program 11 Section 2.16 Power to Contract, Appoint, Retain, and Employ 11 Section 2.17 Insurance 12 Section 2.18 Seal 12 Section 2.19 Indemnification 12 Section 2.20 Remedies 12 Section 2.21 Information Statement 12 Section 2.22 Further Powers 13 Section 2.23 Compliance With Laws 13 Section 2.24 Tax or Aid or Revenue Anticipation Borrowing 13 0 I_lr;-> ARTICLE III Technical Advisory Board. Investment Adviser Administrator and Custodian Section 3.01 Appointment 13 Section 3.02 Duties of the Adviser 14 Section 3.03 Duties of the Administrator 14 Section 3.04 Duties of the Custodian 14 Section 3.05 Successors 15 ARTICLE IV Investments Section 4.01 Statement of Investment Policy and Objective 15 Section 4.02 Restrictions Fundamental to the 4M Fund 15 Section 4.03 Amendment of Restrictions 16 ARTICLE V Limitations of Liability Section 5.01 Liability to Third Persons 17 Section 5.02 Liability to the 4M Fund or to the Participants 17 Section 5.03 Indemnification 17 Section 5.04 Surety Bonds 18 Section 5.05 Apparent Authority 19 Section 5.06 Recitals 19 Section 5.07 Reliance on Experts, etc. 19 Section 5.08 Liability Insurance 19 Section 5.09 No Waiver 19 ARTICLE VI Interests of Participants Section 6.01 General 19 Section 6.02 Allocation of Shares 22 Section 6.03 Evidence of Share Allocation 23 Section 6.04 Reduction in Number of Shares to Maintain Constant Net Asset Value 23 Section 6.05 Withdrawals 23 Section 6.06 Suspension of Right of Withdrawal Postponement of Payments 23 Section 6.07 Minimum Withdrawal 24 Section 6.08 Defective Withdrawal Requests 24 Section 6.09 Allocation of Certain Expenses 24 0 -7-13 ARTICLE VII ' Record of Shares Section 7.01 Share Register 24 Section 7.02 Registrar 24 Section 7.03 Owner of Record 25 Section 7.04 No Transfers of Shares 25 Section 7.05 Limitation of Fiduciary Responsibility 25 Section 7.06 Notices 25 ARTICLE VIII Participants Section 8.01 Voting 25 Section 8.02 Right to Initiate a Vote of the Participants 25 Section 8.03 Inspection of Records 26 Section 8.04 Meetings of Participants 26 Section 8.05 Notice of Meetings and Votes 26 Section 8.06 Record Date for Meetings and Votes 26 Section 8.07 Proxies 27 Section 8.08 Number of Votes 27 Section 8.09 Reports 27 ARTICLE IX Trustees and Officers Section 9.01 Number and Qualification 27 Section 9.02 Meetings 28 Section 9.03 Officers 28 Section 9.04 Committees 29 Section 9.05 Reports 29 ARTICLE X Determination of Net Asset Value and Net Income: Distributions to Participants Section 10.01 Net Asset Value 29 Section 10.02 Constant Net Asset Value; Reduction of Allocated Shares 29 Section 10.03 Supplementary Distributions to Participants 30 Section 10.04 Retained Reserves 30 0 17,)q ARTICLE XI Custodian Section 11.01 Duties 31 Section 11.02- - Appointment 31 Section 11.03 Custodian Agreement 31 Section 11.04 Agents of Custodian 31 Section 11.05 Successors 31 Section 11.06 Custodian as Depository for Participants 31 ARTICLE XII Recording of Declaration of Trust Section 12.01 Recording 32 ARTICLE XIII Amendment or Termination of 4M Fund: Duration of Fund Section 13.01 Amendment or Termination 32 Section 13.02 Power to Effect Reorganization 33 Section 13.03 Duration 34 ARTICLE XIV Miscellaneous Section 14.01 Governing Law 34 Section 14.02 Counterparts 34 Section 14.03 Reliance by Third Parties 34 Section 14.04 Provisions in Conflict with Law 34 Section 14.05 Gender; Section Headings 34 Section 14.06 Adoption by Municipalities Election to Become Additional Participants; Resignation of Participants 35 Execution • ?J /)-/5` WITNESETH WHEREAS, Minnesota Statutes, Section 471.59 (the "Joint Powers Act") provides, among other things, that governmental units (as such term is defined therein), by agreement entered into through action of their governing bodies, may jointly or cooperatively exercise any power common to the contracting parties; and ,WHEREAS, the term "governmental unit" is defined in the Joint Powers Act to include municipality as defined herein; and WHEREAS, all of the Initial Participants are Municipalities of the State of Minnesota that desire to enter into an agreement and thereby establish an entity for joint investment, under the provisions of the aforementioned Joint Powers Act, pursuant to this Declaration of Trust for the purpose of combining their respective available investment funds not currently needed by such Municipalities so as to enhance the investment opportunities available to them and increase the investment earnings accruing to them respectively; and WHEREAS, this Declaration of Trust is intended to be an agreement entered into pursuant to the Joint Powers Act for the purpose of better exercising the Participants' power to invest their respective funds in accordance with the Laws of the State of Minnesota; and WHEREAS, the Board or Council of each of the Initial Participants has daily adopted a resolution authorizing the applicable Initial Participant to become a party to, and has approved, this Declaration of Trust pursuant to the Joint Powers Act; and WHEREAS, the Board or Council of each of the Initial Participants, by its aforementioned approval of this Declaration of Trust, has authorized the investment of funds of such Initial Participant in investments of the nature permitted by Minnesota Law, as applicable, and in the manner contemplated by this Declaration of Trust; and . WHEREAS, it is proposed that the beneficial interest in the 4M Fund's assets shall be divided into non-transferable shares of beneficial interest, which shall be evidenced by a share register maintained by the 4M Fund or its agent; and WHEREAS, the Initial Participants anticipate the that other Municipalities of the State of Minnesota may wish to become Participants by adopting this Declaration of Trust and thus becoming parties to it; NOW, THEREFORE, the Initial Participants hereby declare that all monies, assets, securities, funds, and property now or hereafter acquired pursuant to this agreement shall be held and managed in trust for the equal and proportionate benefit of the holders of record from time to time of shares beneficial interest herein, without privilege, priority or distinction among such holders, and subject to the terms, covenants, conditions, purposes and provisions hereof. E /)-)(0 ARTICLE I The 4M Fund 1.01 Name. The name of the common law trust created by this Declaration of Trust shall be "Minnesota Municipal Money Market Fund" (the 4M Fund) and, so far as may be practicable, the Trustees shall conduct the 4M Fund's activities, execute all documents and sue or be sued under that name, which name (and the word "4M Fund" wherever used in this Declaration of Trust except where the context otherwise requires) shall refer to the Trustees in their capacity as Trustees, and not individually or personally, and shall not refer to the officers, agents, employees, counsel, advisers, consultants, accountants, or Participants of the 4M Fund or of such Trustees. Should the Trustees determine that the use of such name is not practicable, legal or convenient, they may use such other designation or they may adopt such other name for the 4M Fund as they deem proper, and the 4M Fund may hold property and conduct its activities under such designation or name. The Trustees shall take such actions as they, acting with the advice of counsel, shall deem necessary or appropriate to file or register such name in accordance with the Laws of the State of Minnesota or the United States of America so as to protect and reserve the right of the 4M Fund in and to such name. 1.02 Purposes Only Certain Minnesota Municipalities to be Participants. (a) The purpose of the 4M Fund is to provide a means through which Municipalities may jointly and cooperatively exercise their power to invest their respective available funds so as to enhance their investment opportunities pursuant to an investment program conducted in accordance with the Laws of the State of Minnesota, from time to time in effect, governing the investment of the Municipal Funds. Only Municipalities organized under the Laws of the State of Minnesota may become Participants. A Municipality may become a party to this Declaration of Trust and may place monies in the 4M Fund only after its Board or Council has duly adopted a resolution or taken other applicable official action, authorizing such Municipality to become a Participant of the 4M Fund and adopting this Declaration of Trust. (b) It is not necessary for a municipality to place any funds in the 4M Fund to become a Participant, and no minimum investment balance must be maintained by a Municipality which has become a Participant in order for such Municipality to continue to be a Participant. 1.03 Location. The 4M Fund shall maintain an office of record in the State of Minnesota and may maintain such other offices or places of business as the Trustees may from time to time determine.: The initial office of record of the 4M Fund shall be: c/o League of Minnesota Cities, 183 'University Avenue East, St. Paul, Minnesota 55101. The office of record may be changed from time to time by resolution of the Trustees, and notice of such change of the office of record shall be given to each Participant. 19-/? 1.04 Nature of 4M Fund and Declaration of Trust. (a) The 4M Fund Shall be a common law trust (also known as a.business trust) organized and existing under the Laws of the State of Minnesota. The 4M Fund is not intended to be, shall not be deemed to be, and shall not be treated as, a general partnership, limited partnership, joint venture, corporation, investment company, joint stock association or joint stock company. The Participants shall be beneficiaries of the 4M Fund, and their relationship to the Trustees shall be solely in their capacity as Participants and beneficiaries in accordance with the rights conferred upon them hereunder. (b) This Declaration of Trust is an agreement of indefinite term regarding the joint or cooperative exercise of a power common to the parties thereto within the meaning of the Joint Powers Act. 1.05 Definitions. As used in this Declaration of Trust, the following terms shall have the following meanings unless the context hereof otherwise requires: "Administrator" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applicable provisions of Section 3.01 hereof. "Administration Agreement" shall mean the agreement with the Administrator referred to in Section 3.03 hereof as the same may be amended from time to time. "Adviser" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applicable provisions of Section 3.01 hereof. "Affiliate" shall mean, with respect to any Person, another Person directly or indirectly controlling, controlled by or under common control with such Person, or any officer, director, partner or employee of such Person. "Board of Trustees" or "Trustees" shall mean the Board of Directors of the League of Minnesota Cities. "Certificate of Designation" shall mean a certificate in substantially the form of Exhibit A attached to this a rg eempnt. "Custodian" shall mean any Person or Persons appointed, employed or contracted with by the Administrator under the applicable provisions of Section 11.02 hereof. "Custodian Agreement" shall mean the agreement with the Custodian referred to in Section 11.01 hereof as the same may be amended from time to time. "Declaration of Trust" shall mean this Declaration of Trust as amended, restated or modified from time to time. References in this Declaration of Trust to "Declaration", "hereof', "herein", 1* 3 1-I 8 "hereby", and "hereunder" shall be deemed to refer to the Declaration of Trust and shall not be limited to the particular text, article or section in which such words appear. "Employee of a Municipality" or "Municipal Employee" shall mean a director of finance, a finance official or other managerial employee of a Municipality charged with responsibility for municipal finance. "4M Fund" shall mean the common law trust created by this Declaration of Trust. "4M Fund Property" shall mean, as of any particular time, any and all property, real, ,-personal or otherwise, tangible or intangible, which is transferred, conveyed or paid to the 4M Fund or the Trustees and all income, profits and gains therefrom and which, at such time, is owned or held by, or for the account of, the 4M Fund or the Trustees. "Information Statement" shall mean the information statement or other descriptive document or documents adopted as such by the Trustees and distributed by the 4M Fund to participants and potential Participants.of the 4M Fund as the same may be amended by the Trustees from time to time. "Initial Participants" shall mean the City of Minnetonka and the League of Minnesota Cities which the Municipalities initially formed the 4M Fund by the execution and adoption of this Declaration of Trust. "Investment Advisory Agreement" shall mean the agreement with the Adviser referred to is in:Section 3.02 hereof as the same may be amended from time to time. "Joint Powers Act" shall mean Minnesota Statutes, Section 471.59. "Laws",:' shall mean common law and all,, ordinances, statutes, rules, regulations, orders, injunctions, decisions, opinions or decrees of any government or political subdivision or agency thereof, or any court or similar entity established by any thereof. "Participants" shall mean the Initial Participants and the Municipalities which adopt this Declaration of Trust pursuant to Section 14.06 hereof. "Permitted Investments" shall mean the investments referred to in Paragraph (b) or Section 2.02 hereof. "Person" shall mean and include individuals, corporations, limited partnerships, general partnerships, joint stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other entities (which or not legal entities) and governments and agencies and political subdivisions thereof. 4 0 -7-19 "Portfolio" shall mean one of the pool of funds established by the Trustees pursuant to Article VI hereof. "Board" or "Council" shall mean the governing body of a Municipality as defined herein. "Municipality" shall mean county, city, town, public authority, public corporation, public commission, special district, any other political subdivision, or an agency of the state or its subdivisions and any "instrumentality" (as that term is defined in the Joint Powers Act) of a municipality. "Share" shall mean the unit used to denominate and measure the respective pro rata beneficial interests of the Participants in the Fund Property as described in Article VI. "Share Register" shall mean the register of Shares maintained pursuant to Article VII hereof. "Technical Advisory Board" shall mean the persons appointed by the Trustees to act as technical advisors to the Trust. ARTICLE II • Powers of the Trustees 2.01 General. Subject to the rights of the Participants as provided herein, the Trustees shall have, without other or further authorization, full, exclusive and absolute power, control and authority over the 4M Fund Property and other affairs of the 4M Fund to the same extent as if the Trustees were the sole and absolute owners of the 4M Fund Property in their own right, and with such powers of delegation as may be permitted by this Declaration of Trust. The Trustees may.do and perform such acts and things as in their sole judgment and discretion are necessary and proper for conducting the affairs of the 4M Fund or promoting the interests of the 4M Fund and the Participants. The enumeration of any specific power or authority herein shall not be construed as limiting the aforesaid general power or authority or any specific power or authority. The Trustees may exercise any power authorized and granted to them by this Declaration of Trust. Such powers of the Trustees may be exercised without the necessity of any order or, resort to, any court. 2.02 Permitted Investments. The Trustees shall have full and complete power, subject in all respects to Article IV hereof, (a) to conduct, operate and provide an investment program for the Participants; and 0 5 ?_;10 (b) for such consideration as they may deem proper and as may be required by Law, to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of investment instruments as permitted by Law (the "Permitted Investments"). Permitted Investments include, without limitation, as of the date hereof, the following: (i) any security which is a direct obligation of or is guaranteed as to payment of principal and interest by the United States of America or any agency or instrumentality thereof; (ii) shares of an investment company (1) registered under the federal investment company act of 1940, whose shares are registered under the federal securities act of 1933, and (2) whose only investments are in securities described in the preceding clause and repurchase agreements fully collateralized by those securities, if the repurchase agreements are entered into only with those primary reporting dealers that report to the Federal Reserve Bank of New York and with the 100 largest United States commercial banks; ' (iii) any security which is a general obligation of the State of Minnesota or any of its municipalities; (iv) bankers acceptances of United States banks eligible for purchase by the Federal Reserve System; (v) commercial paper issued by United States corporations or their . Canadian subsidiaries that is of the highest quality and matures in 270 days or less; (vi) deposits in a national bank or in a state bank or thrift institution insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, provided that any such deposit shall be insured, bonded or collateralized in the manner required by Law and that any such bank or thrift institution shall meet criteria designated from time to time by the Trustees; (vii) repurchase agreements (a) with any bank qualified as a depository of money held in the debt service fund of a municipality of the State of Minnesota or (b) with any national or state bank in the United States of America which is a member of the Federal Reserve System and whose combined capital and surplus equals or exceeds $10,000,000 or (c) with a Primary Reporting Dealer in United States Government Securities to the Federal Reserve Bank of New York as such term is defined in Minnesota Statutes, Section 475.5 1, Subdivision 11 or (d) a securities broker-dealer having its principal executive office in Minnesota, licensed pursuant to Chapter 80A or an affiliate of it, regulated by the Securities and Exchange Commission and maintaining a combined capital and surplus of $40,000,000 or more, exclusive of subordinated debt; and 6 I)-D-/ viii Reverse repurchase agreement to the extent permitted under Minnesota Statute section 475.76. (fix) such other investment instruments now or hereafter permitted by applicable Law. for the investment of monies of Municipalities organized under the laws. of the . State of Minnesota. In the exercise of their powers, the Trustees shall not be limited, except as otherwise provided hereunder, to investing in Permitted Investments maturing before the possible termination of the 4M Fund. Except as otherwise provided in this Declaration of Trust, the Trustees shall not be limited by any Law now or hereafter in effect limiting the investments which may be held or retained by Trustees or other fiduciaries, and they shall have full authority and power to make any and all Permitted Investments within the limitations of this Declaration of Trust, that they, in their absolute discretion, shall determine to be advisable and appropriate. The Trustees shall have no liability for loss with respect to Permitted Investments made within the terms of this Declaration of Trust, even though such investments shall be of a character or in an amount not considered proper for the investment of trust funds by Trustees or, other fiduciaries. The Trustees shall be permitted only to make Permitted Investments in accordance with Article IV of this Declaration of Trust. 2.03. Legal Title. (a) Legal title to all of the 4M Fund Property shall be vested in the Trustees on behalf of the Participants and be held by and transferred to the Trustees, except that the Trustees shall have full and complete power to cause legal title to any 4M Fund Property to be held, on behalf of the Participants, by or in the name of the 4M Fund, or in the name of any other Person as nominee, on such terms, in such manner, and with such powers as the Trustees may determine, so long as in their judgment the interest of the 4M Fund is adequately protected. (b) The right, title and interest of the Trustees in and to the 4M Fund Property shall vest automatically in all persons who may hereafter become Trustees upon their election to the Board of Directors of the League of Minnesota Cities and qualification without any further act. Upon the expiration of term of office, resignation, disability, removal, adjudication as an incompetent, or death of a Trustee, he (and in the event of his death, 'his estate) shall automatically cease to have any right, title or interest in or to any of the 4M Fund Property, and the right, title and interest of such Trustee in and to the 4M Fund Property shall vest automatically in the remaining Trustees without any further act. 2.04 Disposition of Assets. Subject in all respects to Article IV hereof and to the Laws from time to time applicable to Municipalities of the State of Minnesota, the Trustees shall have full and complete power to sell, exchange or otherwise dispose of any and all 4M Fund Property free and clear of any and all trusts and restrictions, at public or private sale, for cash or on terms, with or without advertisement, and subject to such restrictions, stipulations, agreements and reservations as they shall deem proper, and to execute and deliver any deed, power, -assignment, bill of sale, or other instrument in connection with the foregoing. The Trustees shall also have full and complete power, subject in all respects to Article IV hereof, and in furtherance of the affairs and purposes of the 4M Fund, to give consents and make contracts relating to 4M Fund Property or its use. 2.05 Faxes. The Trustees shall have full and complete power: (i) to pay all taxes or assessments, of whatever kind of nature, validly and lawfully imposed upon or against the 4M Fund or the Trustees in connection with the 4M Fund Property or upon or against the 4M Fund Property or income or any part thereof; (ii) to settle and compromise disputed tax liabilities; and (iii) for the foregoing purposes to make such returns and do all such other acts and things as may be deemed by the Trustees to be necessary or desirable. 2.06 Rights as Holders of 4M Fund PropL y. The Trustees shall have full and complete power to exercise on behalf of the Participants all of the rights, powers and privileges appertaining to the ownership of all or any Permitted Investments or other property forming part of the 4M Fund Property to the same extent that any individual might, and, without limiting the generality of the foregoing, to vote or give any consent, request or notice or waive any notice either in person or by proxy or power of attorney, with or without the power of substitution, to one or more Persons, which proxies and powers of attorney may be for meetings or actions generally, or for any particular meeting or action, and may include the exercise of discretionary powers. 2.07 Delegation: Committees. The Trustees shall have full and complete power (consistent with their continuing exclusive authority over the management of the 4M Fund, the conduct of its affairs, their duties and obligations as Trustees, and the management and disposition of 4M Fund Property), to delegate from time to time to such one or more of their number (who may be designated as constituting a committee of the Trustees as provided in Section 9.09 hereof) or to officers, employees or agents of the 4M Fund (including, without limitation, the Administrator, the Adviser and the Custodian) the doing of such acts and things and the execution of. such instruments either in the name of the 4M Fund, or the names of the Trustees or as their attorney or attorneys, or otherwise as the Trustees may from time to time deem expedient and appropriate in the furtherance of the business affairs and purposes of the 4M Fund. 2.08 Collection. The Trustees shall have full and complete power: (i) to collect, sue for, receive and receipt for all sums of money or other property due to the 4M Fund; (ii) to consent to extensions of the time for payment, or to the renewal of any securities, investments or obligations; (iii) to engage or intervene in, prosecute, defend, compromise, abandon or adjust by arbitration or otherwise any actions, suits, proceedings, disputes, claims, demands or-things relating to the 4M Fund Property; (iv) to foreclose any collateral, security or instrument securing any investments, notes, bills, bonds, obligations or contracts by virtue of which any sums of "money are owed to the 4M Fund; (v) to exercise any power of sale held by them, and to convey good title hereunder free of any and all trusts, and in connection with any such foreclosure or U sale, to purchase or otherwise acquire title to any property; (vi) to be parties to reorganization and to transfer to and deposit with any corporation, committee, voting trustee or other Person any securities, investments or obligations of any person which form a part of the 4M Fund Property, for the purpose of such reorganization or otherwise; (vii) to participate in any arrangement for enforcing or protecting the interests of the Trustees as the owners or holders of such securities, investments or obligations and to pay any assessment levied in connection with such reorganization or arrangement; (viii) to extend the time (with or without security) for the payment or delivery of any debts or property and to execute and enter into releases, agreements and other instruments and (ix) to pay or satisfy any debts or claims upon any evidence that the Trustees shall deem sufficient. 2.09 Payment of Expenses. The Trustees shall have full and complete power: (i) to incur and pay any charges or expenses which in the opinion of the Trustees are necessary or incidental to or proper for carrying out any of the purposes of this Declaration of Trust; (ii) to reimburse others for the payment therefor; and (iii) to pay appropriate compensation or fees from the funds of the 4M Fund to Persons with whom the 4M Fund has contracted or transacted business. The Trustees shall fix the compensation, if any, of all officers and employees of the 4M Fund. The Trustees shall not be paid compensation for their general services as Trustees hereunder. The Trustees may pay themselves or any one. or more of themselves reimbursement for expenses reasonably incurred by themselves or any one or more of themselves on behalf of the 4M Fund. 2.10 Borrowing and Indebtedness. The Trustees shall not have the power to borrow money or incur indebtedness on behalf of the 4M Fund, or authorize the Fund to borrow money or incur indebtedness, except as provided in clause (iv) of Section 4.02 of this Declaration of Trust, but only if and to the extent permitted by Law. 2.11 Deposits. The Trustees shall have full and complete power to deposit, in such manner as may now or hereafter be permitted by Law, any monies or funds, included in the 4M Fund Property, and intended to be used for the payment of expenses of the 4M Fund or the Trustees, with one or more banks, or thrift institutions meeting the requirements of Section 2.02 (b) (vi) hereof. Such deposits are to be subject to withdrawal in such manner as the Trustees may determine, and the Trustees shall have no responsibility for any loss which may occur by reason of the failure of the bank or thrift institution with which the monies, investments, or securities have been deposited. Each such bank or thrift institution shall comply, with respect to such deposits, with all applicable requirements of all applicable Laws, including, but not limited to, Laws of the State of Minnesota relating to Municipalities. 2.12 Valuation. The Trustees shall have full and complete power to determine in good faith conclusively the value of any of the 4M Fund Property and to revalue the 4M Fund Property. 2.13 Fiscal Year: Accounts. The Trustees shall have full and complete power to determine the fiscal year of the 4M Fund and the method or form in which its accounts shall be kept and from time to time to change the fiscal year or method or form of accounts. Unless otherwise determined by the Trustees pursuant to this Section 2.13, the fiscal year of the 4M Fund shall terminate on June 30 and commence on July 1, of each calendar year. 9 -I-CD q 2.14 Concerning the 4M Fund and Certain Affiliates. (a) ' The 4M fund may enter into transactions with any Affiliate of the 4M Fund or of the Adviser, the Administrator, or the Custodian or of any Trustee, officer, director of employee of the 4M fund or with any Affiliate of an agent of the 4M Fund or of the Adviser, the Administrator, or the Custodian if (i) each such transaction (or type of transaction) had, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the Trustees, including a majority of the Trustees who are not Affiliates of any Person (other than the 4M Fund) who is a party to the transaction or transactions with the 4M Fund and (ii) such transaction (or type of transaction) is, in the opinion of the Trustees, on terms fair and reasonable to the 4M Fund and the Participants and at least as favorable to them as similar arrangements for comparable transactions (of which the Trustees have knowledge) with organizations unaffiliated with the 4M Fund or with the Person who is a party to the transaction or transactions with the 4M Fund. (b) Except as otherwise provided in this Declaration of Trust or in the Laws of the State of Minnesota, in the absence of fraud, a contract, act or other transaction between the 4M Fund and any other Person, or in which the 4M Fund is interested, is valid and no Trustee, officer, employee or agent of the 4M Fund shall have any liability as a result of entering into any such contract, act or transaction even though (i) one or more of the Trustees, officers, employees or agents of such other Person, or (ii) one or more of the Trustees, officers, employees, or agents of the 4M Fund, individually or jointly with or affiliated with, such contract, act or transaction, provided that (i) such interest or affiliation is disclosed to the Trustees and the Trustees authorize such contract, act or other transaction by a vote of a majority of the unaffiliated Trustees, or (ii) such interest or affiliation is disclosed to the Participants, and such contract, act or transaction is approved by a majority of the Participants. (c) Any Trustee or officer, employee, or agent of the 4M Fund may, in his personal capacity, or in a capacity as Trustee, officer, director, stockholder, partner, member, agent, adviser or employee of any Person, have business interests and engage in business activities in addition to those relating to the 4M Fund, which interests and activities may be similar to those of the 4M Fund and include the acquisition, syndication, holding, management, operation or disposition of securities, investments and funds, for his own account or for the account of such Person. Each Trustee, officer, employee and agent of the 4M Fund shall be free of any obligation to present to the 4M Fund any investment opportunity which comes to him in any capacity other than solely as Trustee, officer, employee or agent of the 4M Fund, even if such opportunity is of a character which, if presented to the 4M Fund, could be taken by the 4M Fund. (d) Subject to the provisions of Article III hereof, any Trustee or officer, employee or agent of the 4M Fund may be interested as Trustee, officer, director, stockholder, partner, member, agent, adviser or employee of, or otherwise have a direct or indirect interest in, any Person who may be engaged to render advice or services to the 4M Fund, and may -receive compensation from such Person as well as compensation as Trustee, officer, employee 10 0 or agent of the Fund or otherwise hereunder. this paragraph (d) shall be deemed to conflict employee or agent of the 4M Fund. None of the activities and interests referred to in with his duties and powers as Trustee, officer, (e) To the extent that any other provision of this Declaration of Trust conflicts with, or is otherwise contrary to the provisions of, this Section 2.14; the provisions of this Section 2.14 shall be deemed controlling. (f) Notwithstanding the foregoing provisions of this Section 2.14, the Trustees shall not have the power to engage in any transaction with any Affiliate that would be inconsistent with the Laws of the State of Minnesota concerning conflicts of interest, including, but not limited to, Minnesota Statutes, Sections 471.87 and 471.88, or any other Law limiting the Participants' power to enter into such transaction, and the By-Laws of the 4M Fund may contain provisions more restrictive than those set forth in this Section 2.14. 2.15 Investment Program. The Trustees shall use their best efforts to obtain through the Adviser or other qualified Persons a continuing and suitable investment program, consistent with the investment policies and objectives of the 4M fund set forth in Article IV of this Declaration of Trust, and the Trustees shall be responsible for reviewing and approving or rejecting the investment program presented by the Adviser or such other Persons. Subject to the provisions of Section 2.07 and Section 3.01 hereof, the Trustees may delegate functions arising under this Section 2.15 to one or more of their number or to the Adviser. 0 2.16 Power to Contract. Annoint. Retain and Employ.. (a) Subject to the provisions of Section 2.07 and Section 3.01 hereof with respect to delegation of authority by the Trustees, the Trustees shall have full and complete power to appoint, employ, retain, or contract with any Person or suitable qualifications and high repute (including one or more of themselves and any corporation, partnership, trust or other entity of which one or more of them may be an Affiliate, subject to the applicable requirements of Section 2.14 hereof) as the Trustees may deem necessary, or desirable for the transaction of the affairs of the 4M Fund, including any Person or Persons who, under uhe supervision of the Trustees, may, among other things: (i) serve as the 4M Fund's investment adviser and consultant in connection with policy decisions made by the Trustees; (ii) serve aq the 4M Fund's administrator or co-administrator; (iii) furnish reports to the Trustees and provide research, economic and statistical data in connection with the 4M Fund's investments; (iv) act as consultants, accountants, technical advisers, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians or agents for collection, insurers or insurance agents, registrars for Shares or in any other capacity deemed by the Trustees to be necessary or desirable; (v) investigate, select, and, on behalf of the 4M Fund, conduct relations with Persons acting in such capacities and pay appropriate fees to, and enter into appropriate contracts with, or employ, or retain services performed or to be performed by, any of them in connection with the investments acquired; sold, or otherwise disposed of, or committed, negotiated, or contemplated to be acquired, sold or otherwise disposed of; (vi) substitute any other Person for any such Person; 0 11 17-a(o (vii) act as attorney-in-fact of agent in the purchase or sale or other disposition of investments, and in the handling, prosecuting or other enforcement of any lien or security securing investments; and (viii) assist in the performance of such ministerial functions necessary in the management of the 4M Fund as may be agreed upon with the Trustees. (b) ' The manner of employing, engaging, compensating, transferring, or discharging any Person as an employee of the 4M fund shall be subject to Minnesota Law. For purposes of the preceding sentence, "employee of the 4M Fund" shall not include independent contractors such as the Adviser, the Administrator, the Custodian, counsel or independent accountants and their respective employees. 2.17 Insurance. The Trustees shall have full and complete power to purchase and pay for, entirely out of 4M Fund Property, insurance policies insuring the 4M Fund and the Trustees, officers, employees and agents of the 4M Fund individually against all claims and liabilities of ''every nature arising by reason of holding or having held any such office or position, or by reason of any action alleged to have been taken or omitted by the 4M Fund or any such Person as Trustee, officer, employee and agent, including any action taken or omitted that may be determined to constitute negligence, whether or not the 4M Fund would have the power to indemnify such Person against such liability. 2.18 Sal. The Trustees shall have full and complete power to adopt and use a seal for the 4M Fund, but, unless otherwise required by the Trustees, it shall not be necessary for the seal to be placed on, and its absence shall not impair the validity of, any document, instrument . or other paper executed and delivered by or on behalf of the 4M Fund. 2.19 Indemnification. In addition to the mandatory indemnification provided for in Section 5.03 hereof, the Trustees shall have full and complete power, to the extent permitted by applicable Laws, to indemnify or enter into agreements with respect to indemnification with any Person with whom the 4M Fund has dealings, including, without limitation, the Adviser, the Administrator, and the Custodian, to such extent as the Trustees shall determine. 2.20 Remedies. Notwithstanding any provision in this Declaration of Trust, when the Trustees deem that there is a significant risk that an obligor to the 4M Fund may default or is in default under the terms of any obligation to the 4M Fund, the Trustees shall have full and complete power to pursue any remedies permitted by Law which, in their sole judgment, are in the interests of the 4M Fund, and the Trustees shall have full and complete power to enter into any investment, commitment or obligation of the 4M Fund resulting from the pursuit of such remedies as are necessary or desirable to dispose of property acquired in the pursuit of such remedies. 2.21 Information Statement. The Trustees shall have full and complete power to prepare, publish and distribute an Information Statement or Statements regarding the 4M Fund and to amend or supplement the same from time to time. 12 0 2.22 Further Powers. The Trustees shall have full and complete power to take all such actions, do all such matters and things and execute all such instruments as they deem necessary, proper or desirable in order to carry out, promote or advance the interests and purposes of the 4M Fund although such actions, matters or things are not herein specifically mentioned. Any determination as to what is in the best interests of the 4M Fund made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. The Trustees shall not be required 'to obtain any court order to deal with the 4M Fund Property. 2.23 Compliance with Laws. The Trustees shall at all times exercise all powers granted hereunder in compliance with, and the operations of the 4M fund shall at all time be conducted in accordance with, the applicable Laws of the State of Minnesota. 2.24 Tax or Aid or Revenue Anticipation Borrowing. Notwithstanding the provisions of Section 2.10 or 4.02 or any other provision of this Declaration, the Trustees shall have full and complete power to borrow money or incur indebtedness as a part of a program of tax or aid or revenue anticipation borrowing by Participant Municipalities. They shall have the power to issue such obligations on behalf of the Participants, coordinate the issuance of such obligations by the Participants, to become members of joint powers entities authorized to issue or coordinate the issuance of such obligations, or to enter into contracts or agreements of any nature authorized by law related to the issuance of such obligations. The assets of the 4M Fund itself shall not be pledged by the Trustees to the repayment of any portion of such borrowing and any obligations issued shall not constitute a debt of the 4M Fund, shall not be payable from or be a charge upon any assets of the 4M Fund, shall not give rise to any pecuniary liability of the 4M Fund, and shall not be enforceable against any property of the 4M fund, other than amounts received from participating Municipalities in connection with that anticipation borrowing program which are pledged to the repayment of the borrowing or obligations. The Trustees shall have such powers as necessary to conduct or participate in such anticipation borrowing programs as approved by the Trustees, including a program of investment of obligation proceeds. ARTICLE III Technical Advisory Board Investment Adviser. Administrator. and Custodian 3.01 AMmi? ntment. The Trustees are responsible for the general investment policy and program of the 4M Fund and for the general supervision and administration of the business and affairs of the 4M Fund conducted by the officers, agents, employees, investment advisers, administrators, or independent contractors of the 4M Fund. The Trustees are not required personally to conduct all of the routine business of the 4M fund and, consistent with their ultimate responsibility as stated herein, the Trustees may appoint, employ or contract with an Adviser as an investment adviser to the Trustees, an Administrator as an administrator for the 4M Fund and a Custodian may grant or delegate such authority to the Adviser and the Administrator (pursuant to the'terms of Section 2.16 hereof) or to any other Person the services 0 13 7ag of whom are obtained by the Adviser or the Administrator, as the Trustees may, in their sole discretion, deem to be necessary or desirable, for the efficient management of the 4M Fund, without regard to whether such authority is normally granted or delegated by Trustees or other fiduciaries. The Trustees may appoint one or more persons to serve jointly as Co-Advisers and one or. more persons to serve jointly as Co-Administrator. The same person may serve simultaneously as the Administrator and as the Adviser, but no person serving as the Administrator or as the Adviser may serve as the Custodian. Piper Capital Management, Inc., a subsidiary of Piper Jaffray Companies, Inc., a corporation organized and existing under the Laws of the State of Delaware, is appointed as the initial Administrator and Adviser for the 4M Fund. Marquette Bank Minneapolis is appointed as the initial Custodian for the 4M Fund. The Trustees shall appoint a Technical Advisory Board to assist the Trustees in the development of policies and the overseeing and reviewing of the activities of the 4M Fund. The Technical Advisory Board shall be made up of such individuals as the Trustees deem advantageous to the Fund. The composition of the Technical Advisory Board may be changed from time to time in the discretion of the Trustees. 3.02 Duties of the Adviser. The duties of the Adviser shall be those set forth in the Investment Advisory Agreement to be entered into between the 4M Fund and the Adviser. Such duties may be modified by the Trustees, from time to time, by the amendment of the Investment Advisory Agreement. Subject to Article IV hereof, the Trustees may authorize the Adviser to effect purchases, sales, or exchanges of the 4M Fund Property on behalf of the Trustees or may authorize any officer, employee, agent or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the Adviser, all without further action by the Trustees. Any andall of such purchases, sales, and exchanges shall be deemed to be authorized by all the Trustees. The Investment Advisory Agreement may authorize the Adviser to employ other persons to assist it in the performance of its duties. The Investment Advisory Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the 4M Fund on sixty (60) days written notice to the Adviser. 3.03 Duties of the Administrator. The duties of the Administrator shall be those set forth in the Administration Agreement to be entered into between the 4M Fund and the Administrator. Such duties may be modified by the Trustees, from time to time, by the amendment of the Administration Agreement. The Administration Agreement may authorize the Administrator to employ other persons to assist it in the performance of its duties. The Administration Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the 4M Fund on sixty (60) days written notice to the Administrator. 3.04 Duties of Custodian. The duties and qualifications of the Custodian shall be those set forth in Article II herein. 14 0 ?- 1 3.05 Successors. In the event that, at any time, the position of Adviser, Administrator, or Custodian shall become vacant for any reason, the Trustees may appoint, employ or contract with a successor Adviser, Administrator, or Custodian. A predecessor shall assist and cooperate with the 4M Fund in the smooth and orderly transition in the event a successor Adviser, Administrator, or Custodian is appointed for any reason. ARTICLE IV Investments 4.01 Statement of Investment Policy and Objective. Subject to the prohibitions and restrictions contained in Section 4.02 hereof, the general investment policy and objective of the Trustees shall be to provide to the Participants of the 4M Fund the highest possible investment yield, while maintaining liquidity and preserving capital by investing in Permitted Investments in accordance with applicable provisions of Law, as may be set forth more fully in the 4M Fund's Information Statement or Statements, as the same may be amended from time to time. 4.02 Restrictions Fundamental to the 4M Fund. Notwithstanding anything in this Declaration of Trust which may be deemed to authorize the contrary, the 4M Fund: (i) May not make any investment other than investment authorized by the provisions of Law applicable to the investment of funds by the Participants, as the same may be amended from time to time; (ii) Except as provided herein. may not purchase any Permitted Investment which has a maturity date more than one-yeef 397 days from the date of the 4M Fund's purchase thereof, unless subject, at the time of such purchase by the 4M Fund to an irrevocable agreement on the part of a Responsible Person to purchase such Permitted Investment from the 4M Fund within ene-year 93 7 days The 4M Fund may invest in floating rate government and agency securities with maturities of three years or less if there is a coupon reset period within 397 dam of the date of the 4M Funds purchase thereof. (iii) May not purchase any Permitted Investment if the effect of such purchase by the 4M Fund would be to make the average dollar weighted maturity of 4N! Fund's inves`men pert€elie any_pgrtfolio greater than ninety (90) days than that which has been designated Trustees as the intended average dollar weighted maturity of the portfolio to which the purchase of such permitted investment relates. provided, however, that in making such determination any Permitted Investment which is subject to an irrevocable agreement of the nature referred to in the preceding clause (ii) shall be deemed to mature on the day on which the 4M Fund is obligated to sell such Permitted Investment back to a Responsible Person or the day on which the 4M Fund may exercise its rights under such agreement to require the purchase of such Permitted Investment by a Responsible Person; 15 (iv) May not borrow money or incur indebtedness except to facilitate as a temporary measure: (a) withdrawal requests which might otherwise require unscheduled dispositions of portfolio investments; (b) for a period not to exceed one business day withdrawal requests pending receipt.of collected funds from investments sold on the date of the withdrawal requests or withdrawal 'requests from Participants who have notified the 4M Fund of their intention to deposit funds in their accounts on the date of the withdrawal requests; or (c) for a period not to exceed one business day, the purchase of Permitted Investments pending receipt of collected funds from Participants who have notified the 4M Fund of their intention to deposit funds in their accounts on the date of the purchase of the Permitted Investments; (v) May not make loans, provided that the 4M Fund may. make Permitted Investments; (vi) May not hold or provide for the custody of any 4M Fund Property in a manner not authorized by Law or by any institution or Person not authorized by Law; (vii) Except as permitted by Section 2:02 (b) (ii) hereof, may not purchase securities or shares of investment companies or any entities similar to the 4M Fund; and (viii) Except to facilitate reverse repurchase agreements Qermitted by Minnesota Statute section 475.76, may not pledge assets except to secure indebtedness permitted by (iv) of this Section 4.02; however in the case of indebtedness secured under Section 4.02 (iv) (b) or (c) hereof, it may pledge assets only to the extent of the actual funds in the account of a participant on whose behalf the permitted indebtedness was incurred plus an amount equal to that amount which that Participant has notified the 4M Fund that it intends to deposit in its account on that date. For the purposes of this Section 4.02, the phrase "Responsible Person" shall mean a person with which the 4M Fund is authorized to enter into agreements pursuant to Section 2.02 (b) (vii) hereof. 4.03 Amendment of Restrictions. The restrictions set forth in Section 4.02 hereof are fundamental to the operation and activities of the 4M Fund and may not be changed without the affirmative vote of a majority of the Participants entitled to vote, except that such restrictions may be changed by the Trustees so as to make them more restrictive when. necessary to conform the investment program and activities of the 4M Fund to the Laws of the State of Minnesota and the United States of America as they may from time to time be amended. 16 -7-31 ARTICLE V Limitations of Liability 5.01 Liability to Third Persons. No Participant shall be subject to any personal liability whatsoever, in tort, contract or otherwise to any other Person or Persons in connection with 4M Fund Property or the affairs of the 4M Fund; and no Trustee, officer employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund shall be subject to any personal liability whatsoever in tort contract or otherwise, to any other Person or Persons in connection with 4M Fund Property or the affairs of the 4M Fund except that each shall be personally liable for his bad faith, willful misconduct, gross negligence or reckless disregard of his duties or for his failure to act in good faith in the reasonable belief that his action was in the best interests of the 4M Fund and except that the Investment Advisory Agreement and the Administration Agreement shall provide for the personal liability of the Adviser or the Administrator, as the case may be, for its willful or negligent failure to take reasonable measures to restrict investments of the 4M Fund Property to those permitted by Law and this Declaration of Trust. 5.02' Liability to the 4M Fund or to the Participants. No Trustee officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund shall be liable to the 4M Fund or to any Participant, Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties and except that the Investment Advisory Agreement and the Administration Agreement shall provide for the personal liability of the Adviser or the Administrator, as the case may be, for its willful or negligent failure to take reasonable measures to restrict investments of the 4M Fund Property to those permitted by Law and this Declaration of Trust; provided, however, that the provisions of this Section 5.02 shall not limit the liability of any agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund with respect to breaches by it of a contract between it and the 4M Fund. 5.03 Indemnification. (a) The 4M Fund shall indemnify and hold each Participant harmless from and against all claims and liabilities, whether they proceed to judgment or are settled or otherwise brought to a conclusion, to which such Participant may become subject by reason of its being or having been a Participant, and shall reimburse such Participant for all legal and other expenses reasonably incurred by it in connection with any such claim or liability. The rights accruing to a Participant under this Section 5.03 shall not exclude any other right to which such Participant may be lawfully entitled, nor shall anything herein contained restrict the right of the 4M Fund to indemnify or reimburse a Participant in any appropriate situation even though not specifically provided herein. (b) The 4M Fund shall indemnify each of its Trustees and officers, and employees and agents (including, without limitation, the Adviser, the Administrator and the Custodian) designated by the Board of Trustees to receive such indemnification, against all liabilities and 17 /`3D- expenses (including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties and counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding by the 4M Fund or any other Person, whether civil or criminal in which he may be involved or with which he may be -threatened, while iwoffice or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) except as to any matter as to which he acted in bad faith or with willful misfeasance or 1 reckless disregard of his duties or gross negligence or, in the case of the Adviser, Administrator, ` orthe Custodian in willful or negligent violation of the restrictions on investments of the 4M Fund Property; provided, however, that the provisions of this Section 5.03 shall not be construed to permit the indemnification of any agent (including, without limitation, the Adviser, the Administrator ad the Custodian) of the 4M Fund with respect to breaches by it of a contract between it and the 4M Fund; and further provided, however, that as to any matter disposed of by a compromise payment by such Trustee, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the 4M FUND SHALL HAVE RECEIVED A WRITTEN OPINION FROM INDEPENDENT COUNSEL APPROVED BY THE Trustees to the effect that if the foregoing matters had been adjudicated, the defenses that could have been presented on behalf of such Trustee, officer, employee or agent were meritorious. The rights accruing to any Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator, and the Custodian) under the provisions of this paragraph (b) of this Section 5.03 shall not exclude any other right to which he may be lawfully entitled; provided, however, that no Trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled except out of the 4M Fund Property, and no Participant shall be personally liable to any Person with respect to any claim for indemnity or reimbursement or otherwise. The Trustees may make advance payments in connection with indemnification under this paragraph (b) of this Section 5.03, provided that the indemnified Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) shall have given a written undertaking to reimburse the 4M Fund in the event that it is subsequently determined that he is not entitled to such indemnification. (c) Any action taken by, or conduct on the part of, the Adviser, the Administrator, a Trustee, an officer, an employee or an agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund in conformity with, or in good faith reliance upon, the provisions of Section 2.14 or Section 5.07 hereof shall not, for the purpose of this Declaration of Trust (including, without limitation, Sections 5.01 and 5.02 and this Section 5.03) constitute bad faith, willful misfeasance, gross negligence or reckless disregard of his duties. 5.04 Surety Bonds. No Trustee shall, as such, be obligated to give any bond or surety or other security for the performance of any of his duties. 18 -7--33 5.05 Apparent Authority. No purchaser, seller, transfer agent or other Person dealing with the Trustees or any officer, employee or agent of the 4M Fund shall be bound to make any .inquiry concerning the validity of any transaction purporting to be made by the Trustees or by such officer, employee or agent or make inquiry concerning or be liable for the application of money or property paid, transferred or delivered to or on the order of the Trustees or of such officer, employee or agent. . Any written instrument creating an obligation of the 4M Fund shall be 5.06 Recitals. conclusively taken to have been executed by a Trustee or an officer, employee or agent of the 4M fund only in his capacity as a Trustee under this Declaration of Trust or in his capacity as an officer, employee or agent of the 4M Fund. Any written instrument creating an obligation of the 4M Fund shall refer to this Declaration of Trust and contain a recital to the effect that the obligations thereunder are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, Participants, officers, employees or agents of the 4M Fund, and that only the 4M Fund Property or a specific portion thereof shall be bound, and such written instrument may contain any further similar recital which may be deemed appropriate; provided, however, that the omission of any recital pursuant to this Section 5.06 shall not operate to impose personal liability on any of the Trustees, Participants, officers, employees or agents of the 4M Fund. 5.07. Reliance on Experts. etc. Each Trustee and each officer of the 4M Fund shall, in the performance of his duties, be fully and completely justified and protected with regard to any . act or any failure to act resulting from reliance in good faith upon the books of account o other records of the 4M Fund, upon an opinion of counsel or upon reports made to the 4M Fund by any of its officers or employees or by the Adviser, the Administrator, the Custodian, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees or officers of the 4M Fund. 5.08 Liability Insurance. The Trustees. shall maintain insurance for the protection of the 4M Fund Property and the Trustees, Participants, officers, employees and agents (not including Adviser, Administrator, or Custodian) of the 4M Fund in such amount as the Trustees shall deem adequate to cover all foreseeable tort and contract liability to the extent available at reasonable rates. 5.09 No Waiver. Nothing in this Declaration 'of Trust shall be construed as constituting the waiver of any immunity from liability available to the 4M Fund or the Trustees, Participants, officers, employees or agents of the 4M Fund pursuant to any applicable provision of Law. ARTICLE VI Interests of Participants 6.01 General. i The beneficial interest of the Participants hereunder in the 4M Fund Property and the earnings thereon shall, for convenience of reference, be divided into Shares, which shall be used as units to measure the proportionate allocation to the respective Participants of the 19 beneficial interest hereunder. The number of Shares that may be used to measure and represent the proportionate allocation of beneficial interest among the Participants is unlimited. All Sberes rights. sheM be of one elass representing e q eal distribution, liquidation and other. The beneficial interest hereunder measured by the Shares shall not, except to the extent if any set forth herein or in the applicable Certificate of Designation, entitle a Participant to preference, preemptive, appraisal, conversion, or exchange rights of any kind with respect to the 4M Fund or the 4M `Fund Property. Title to the 4M Fund Property of every description and the right to conduct any affairs hereinbefore described are vested in the Trustees on behalf and for the beneficial interest, of the Participants, and the Participants shall have no interest therein other than the beneficial interest conferred hereby and measured by their Shares, and they shall have no right to call for .any partition or division of any property, profits, rights, or interests of the 4M Fund nor can =they be'called upon to share or assume any losses of the 4M Fund or suffer an assessment of any kind by virtue of the allocation of Shares to them, except as provided in Section 10.02 hereof. The Trustees in their discretion from time to time. may authorize the division of Shares into two or more series or the establishment of two or more series of Shares each such series relating to a separate Portfolio of investments All references to Shares in this Declaration of Trust shall be deemed to be Shares of any one series any one or more series. or all series as the context may LQuire. If the Trustees decide to establish a separate Portfolio of investments or divide the Shares into two or more series the following provisions shall be applicable: d' 0 The number of Shares of each series or Portfolio that may be used to measure the respective beneficial interests of the Participants in the particular Portfolio of investments to which such series or Portfolio relates shall be unlimited. tion. ii Unless otherwise provided in an applicable Certificate of Designation. all Shares of a series or of a Portfolio shall be of one class representing equal distribution. liquidation and other rights, iii The Trustees shall have the_power to invest and reinvest the Fund PropertMlicable to each Portfolio in accordance with the investment policies and restrictions set forth in this Declaration of Trust the Bylaws. or otherwise. The Trustees may establish more restrictive investment. policies and restrictions for any particular Portfolio. iv All funds received by the Fund from a Participant with respec particular Portfolio together with all assets in which such funds are invested or reinveste t to a d. all income earnings profits and proceeds thereof includ ing any proceeds derive d from the sale exchange or liquidation of such assets and (except to the extent otherwise d etermined by the Trustees pursuant to Section 10.04 hereof) any fund or payments derived from any reinves tment of such proceeds in whatever form the same may be. s hall irrevocably belong to that Po rtfolio "t for all purposes subject only to the rights of creditors and shall be so recorde d upon the books I* particular Portfolio the Trustees shall allocate them among any one or more of the Portfolios (or to a reserve pursuant to Section 10.04 hereof) established and designated from time to time 20 -7-35 Each such allocation by the Portfolios for all purppses. the liabilities 1') The assets be of the Fund in respect o longing to each particular P f that Portfolio and all e ortfolio shall be charged with xpenses costs charges and reserves attri butable to that Portfolio in such manner an on such basis as the Trustees in their sole discretio n deem fair and equitable Any general liabilities expenses costs charges or reserves of th e Trust which are not read ily identifiable as attributab le to any particular Portfolio shall be alloc ated and charged by the T rustees to an among any o ne or more of the Portfolios established a nd designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and eq uitable Each allocation o f liabilities. expenses. costs. charges and reserves by the Trustees shall be conclusive and bind ing upon the Participants of all Portfolios for all pu=ses The Tru stees shall have full discretion to determine which asset items will be treated as income and whi ch as funds placed in the Fund by Participants and each such determination and allocation shall be conclusive and binding upon the Participants of all Portfolios. vi The net income of the Fund shall be determined separately for each Portfolio and shall be credited to the respective Share account of the Participants in each Portfolio in the manner and at the time provided in Article X hereof. vii The terms designated by the Trustees with respect to a Portfolio may provide that the Shares (or series of Shares) applicable to such Portfolio shall only relate to a particular Participant or limitation on the number and identity of the Participants to which the Shares (or series of Shares of such Portfolio shall relate. viii The terms designated by the Trustees with respect to a Portfolio may provide that such Portfolio shall be established on a particular date and be terminated on -a particular date. ix The terms designated by the Trustees with respect to a particular Portfolio may provide for limitations of time or otherwise with respect to the ability of the participants participating in such Portfolio to withdraw funds relating to the Shares (or series of Shares) of such Portfolio from the Fund. Lxj To effect the division of the Shares into one or more series or to establish a Portfolio the Trustees shall authorize and adopt a Certificate of Designation for each such series or Portfolio Such Certificate of Designation shall become effective when (a) executed (i) by any two of the Chair, the Vice Chair. the Treasurer and the Secretary of the Fund or (ii) by such other Trustees or officers of the Fund as shall be determined by the Trustees-and (b) lodged in the records of the Trust Any such Certificate of Designation may be filed or recorded pursuant to Article XII of this Declaration of Trust but no such recordation or filing shall be a condition precedent to the effectiveness of such Certificate of Designation No Certificate of Designation shall be or shall be deemed to be an amendment of this Declaration of Trust within the meaning of Article XIII of this Declaration of Trust It shall not be necessary for each Participant to be advised of the adoption of any Certificate of Designation prior to its effectiveness but the Trustees shall take or shall cause to be taken. such 21 measures as are reasonably intended to notify the Participants on at least a Quarterly basis of the authorization and adoption by the Trustees of any Certificate or Certificates of Designation duping the preceding quarter. i A My of the Certificate of Designation relating to a particular Portfolio shall be provided to each Participant icipating in such Portfolio A cop of f the Certificate of Designation relating to any Portfolio shall be provided. upon written request therefor to any Participant whether or not such Participant is participating in such Portfolio, fAW a Certificate of Designation authorized and adopted by the Trustees Rursuant to this Article VI shall be in Substantially the form of Exhibit A attached hereto The Trustees are authorized to make such changes in the form set forth in this Subclause xii as may be neces= from time to time to conform to or accommodate. changes in Law or regulation or the circumstances applicable or pertaining to a particular Portfolio. xiii The Trustees as signed to a Portfolio shall be deemed to have been conclusively and fully ap pointed by the Par ticipants participating in such Portfolio a s the official custodians (within the me aning of Section 564.8 of Title 12 of the Code of Federa l Regulations or an applicable success or provision) or any similar law or regulation of the a ssets of said Participants placed in the Fund with respe ct to such Portfolio xiv The Trustees shall have the power to designate one or more Portfolios ticipants shall be required to participate and in which all Participants shall be . in which all Par deemed to be participants. xv The provisions of the Certificate of Designation of a Po be amended by action of the Trustees for the purposes of curing any ambiguity or sup rtfolio may plying any omission or curin g or correcting any defect or inconsistent provision in the Ce rtificate of Designation or to insert such provisions clarifying matters or questions arising under the Certificate of Desi gnation as are necessary or desirable and are not contrary to or inconsistent with the Certificat e of Designation theretofore in effect The Participants participa ting in the Portfolio to which the amendment relates shall be given notice thereof. 6.02 Allocation of Shares. (a) The Trustees shall credit a Participant with additional Shares upon receipt of funds (including, without limitation, income from the investment of 4M Fund Property) for the account of such Participant, based on the net asset value per Share as determined pursuant to Section 10.01 hereof. In connection with any allocation of Shares, the Trustees may allocate fractional Shares. The Trustees may from time to time adjust the total number of Shares allocated without thereby changing the proportionate beneficial interests in the 4M Fund. Reductions or increases in the number of allocated Shares may be made in order to maintain a constant net asset value per Share as set forth in Section 10.02 hereof. Shares shall be allocated and reduced in numbers as whole Shares and/or one hundredths (1/100ths) of a Share or multiples thereof. 22 1-37 (b) Shares may be allocated only to a Municipality which has become a Participant of the 4M Fund in accordance with Section 1.02 hereof. Each Participant may establish more than one account within the 4M Fund for such Participant's convenience. (c) The minimum amount of funds which may be placed in the 4M Fund by a Participant at any one time shall be as determined by the Trustees from time to time. Unless otherwise determined by the'Trustees pursuant to this paragraph (c) of this Section 6.02, the minimum amount of funds which may be placed in the 4M Fund by a Participant at any one time shall be One Dollar ($1.00). 6.03 Evidence of Share Allocation. Evidence of Share allocation shall be reflected in the Share Register maintained by or on behalf of the 4M Fund pursuant to Section 7.01 hereof, and the 4M Fund shall not be required to issue certificates as evidence of Share allocation. 6.04 Reduction in Number of Shares to Maintain Constant Net Asset Value. The Shares of the 4M Fund shall be subject to reduction in number pursuant to the procedure for reduction of outstanding Shares set forth in Section 10.02 hereof in order to maintain the constant net asset value per Share. 6.05 Withdrawals. Funds may be withdrawn from the 4M Fund at the option of a Participant upon and subject to the terms and conditions provided in this Declaration of Trust or applicable Certificate of Designation. The 4M Fund shall, upon application of any Participant, promptly pay to such Participant the amount requested and shall reduce the number of Shares allocated to such Participant to the number of Shares with shall reflect such Participant's proportionate interest in the net assets of the 4M Fund after such withdrawal of funds. The procedures for effecting a withdrawal shall be as adopted by the Trustees and as set forth in the Information Statement of the 4M Fund, as the same may be amended from time to time provided, however, that such procedures shall not be structured so as to substantially and materially restrict the ability of the Participants to withdraw funds from the 4M Fund. 6.06 Suspension of Right of Withdrawal: Postponement of Payment. Each Participant, by its adoption of this Declaration of Trust, agrees that the Trustees may, without the necessity of a formal meeting of the Trustees, temporarily suspend the right of withdrawal or postpone the date of payment pursuant to withdrawal requests for the whole or any part of any period (i) during which there shall have occurred any state of war, national emergency, banking moratorium or suspension of payments by banks in the State of Minnesota or any general suspension of trading or limitation of prices on the New York or American Stock Exchange (other than customary week-end and holiday closing) or (ii) during which any financial emergency situation exists as a result of which disposal by the 4M Fund of 4M Fund Property is not reasonably practicable because of the substantial losses which might be incurred or it is not reasonably practicable for the 4M Fund fairly to determine the value of its net assets. Such suspension or postponement shall not alter or affect a Participant's beneficial interest hereunder as measured by its Shares or the accrued interest and earnings thereon. Such suspension or payment shall take effect at such time as the Trustees shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there • shall be no right of withdrawal or payment until the Trustees shall declare the suspension or postponement at an end, except that the suspension or postponement shall terminate in any event on the first day on which the period specified in clause (i) or (ii) above shall have expired (as 23 9-32 to which, the determination of the Trustees shall be conclusive). In the case of a suspension of the right of withdrawal or a postponement of payment pursuant to withdrawal requests for a Participant may either (i) withdraw its request for withdrawal or (ii) receive payment based on .,the net asset value existing after the termination of the suspension. . 6.07 Minimum Withdrawal. There shall be no minimum amount which may be withdrawn from the 4M Fund at any one time at the option of a Participant; provided, however, that no ,; request by a Participant for the withdrawal of less than one dollar ($1.00) need be honored. 6.08:5 Defective Withdrawal Requests. In the event that a Participant shall submit a request for the withdrawal of a greater amount than is then credited to the account of such Participant, such request shall not be honored, and each Participant, by its adoption of this Declaration of Trust, agrees that the Trustees shall have full and complete power to withdraw funds from the account of a Participant, and to reduce proportionately the number of Shares allocated to such Participant in accordance with Section 6.05 hereof, in an amount sufficient to reimburse the 4M Fund for any fees, expenses, costs or penalties actually incurred by the 4M Fund as a result of such defective withdrawal request. 6.09 Allocation of Certain Expenses. Each Participant will, at the discretion of the 4M Fund, indemnify the 4M Fund against all expenses and losses resulting from indebtedness incurred on that Participant's behalf under Section (4.02 (iv) (b) or (c) hereof. Each Participant authorizes the Trustees to reduce its Shares to the number of Shares which reflects that Participant's proportionate interest in the net assets of the 4M Fund after allocation of those expenses and losses to it. i J, t ARTICLE VII Record of Shares 7.01 Share Register. The Share Register shall be kept by or on behalf of the Trustees, under the direction of the Trustees, and shall contain (i) the names and addresses of the Participants, (ii) the number of Shares representing their respective beneficial interests hereunder and (iii) a record of all allocations and reductions thereof. Such Share Register shall be conclusive as to the identity of the Participants to which the Shares are allocated. Only Participants whose allocation of Shares is recorded on such Share Register shall be entitled to receive: distributions with respect to Shares or otherwise to exercise or enjoy the rights and benefits related to the beneficial interest hereunder represented by the Shares. No Participant shall be entitled to receive any distribution, nor to have notices given to it as herein provided, until it has given its appropriate address to such officer or agent of the Fund as shall keep the Share Register for entry thereon. 7.02 Registrar. The Trustees shall have full and complete power to employ a registrar. Unless otherwise determined by the Trustees, the Share Register shall be kept by the Administrator which shall serve as the registrar for the 4M Fund. The registrar shall record the original allocations of Shares in the Share Register. Such registrar shall perform the duties . usually performed by registrars of certificates and shares of stock in a corporation, except as such duties may be modified by the Trustees. 24 7.03 Owner of Record. No Person becoming entitled to any Shares in consequence of the merger, reorganization, consolidation, bankruptcy or insolvency of any Participant or otherwise, by operation of Law, shall be recorded as the Participant to which such Shares are allocated and shall only be entitled to receive for such Shares the amount credited to the account of the Participant whose beneficial interest in the 4M Fund is represented by such Shares. Until the Person becoming entitled to receive such amount shall apply for the payment thereof and present any proof of such entitlement as the Trustees may in their sole discretion deem appropriate, the Participant of record to which such Shares are allocated shall be deemed to be the Participant to which such Shares are allocated for all purposes hereof, and neither the Trustees nor the registrar nor any officer or agent of the 4M Fund shall be affected by any notice of such merger, reorganization, consolidation, bankruptcy, insolvency or other event. 7.04 No Transfers of Shares. The beneficial interests measured by the Shares shall not be transferrable, in whole or in part, other than to the 4M Fund itself for purposes of effectuating a withdrawal of funds. 7.05 Limitation of Fiduciary Responsibility. The Trustees shall not, nor shall the Participants or any officer, registrar or other agent of the 4M fund, be bound to see to the execution of any trust, express, implied or constructive, or of any charge, pledge or equity to which any of the Shares or any interest therein are subject, or to ascertain or inquire whether any withdrawal of funds by any Participant or its representatives is authorized by such trust, charge, pledge or equity, or to recognize any Person as having any interest therein except the Participant recorded as the Participant to which such Shares are allocated. The receipt of the Participant in whose name any Share is recorded or of the duly authorized agent of such Participant shall be a sufficient discharge for all monies payable or deliverable in respect of such Shares and from all liability to see to the proper application thereof. 7.06 Notices. Any and all notices to which Participants hereunder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage pre-paid, addressed to Participants of record at their last known post office addresses as recorded on the Share Register provided for in Section 7.01 hereof. ARTICLE VIII Participants 8.01 V in . Each Participant shall be entitled to one vote as a matter of right with respect to the following matters: (i) amendment of this Declaration of Trust or termination of the 4M Fund as provided in Section 4.03 and Section 13.01 hereof; and (ii) reorganization of the 4M Fund as provided in Section 13.02 hereof. It shall not be necessary for any minimum number of Shares to be allocated to a Participant for the Participant to be entitled to vote. Participants shall not be entitled to cumulative voting with respect to any matter. Participants shall not be entitled to vote on a Portfolio by Portfolio basis. 8.02 Right to Initiate a Vote of the Participants. The Participants shall, by an instrument or concurrent instruments in writing delivered to the Board of Trustees signed by at least ten percent (10%) of the Participants, have the right to initiate a vote of the Participants as to any matter described in clause (i) or clause (ii) of Section 8.01 hereof. Within twenty (20) days of 25 yo receipt of such instrument or instruments, the Board of Trustees shall cause a ballot to be sent to each Participant, setting forth the matter to be voted on and the manner in which such ballots should be executed and delivered. 8.03 Inspection of Records. The records of the 4M Fund shall be open to inspection at all reasonable times pursuant to Minnesota Statutes, Chapter 13. 8.04 Meetings of Participants. (a) Meetings of the Participants may be called at any time by a majority of the Trustees and shall be called by any Trustee upon written request of not less than ten percent (10%) of the Participants, such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within the State of Minnesota at such place, on such day and at such time as the Trustees shall designate. (b) A majority of the Participants entitled to vote at such meeting present in person (including, if permitted by applicable Law, participation by conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other) or by proxy shall constitute a quorum at any meeting of Participants. 8.05 Notice of Meetings and Votes., Notice of all meetings of the Participants, stating the time, place and purposes of the meeting, and notice of any vote without a meeting, stating the purpose and method thereof shall be given by the Trustees by mail to each Participant at its registered address, mailed at least ten (10) days and not more than thirty (30) days before the meeting or the day by which votes must be cast. Only the business stated in the notice of a meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice. Any notice required by any "open meeting", "sunshine" or similar law, whether now or hereafter in effect, shall also be given. 8.06 Record Date for Meetings and Votes. For the purposes of determining the Participants that are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to participate in any vote, or for the purpose of any other action, the Trustees may from time to time fix a date not more than thirty (30) days prior to the date of any meeting or vote of Participants or other action as a record date for the determination of Participants entitled to vote at such meeting or any adjournment thereof or to cast a ballot in such vote or to be treated as Participants of record for purposes of such other action. Any Participant which was a Participant at the time so fixed shall be entitled to vote at such meeting or any adjournment thereof, or to cast a ballot in such vote, even though it then had no Shares allocated to it or has since that date redeemed its Shares. No Participant becoming such after that date shall be so entitled to vote at such meeting or any. adjournment thereof or to cast a ballot in such vote or to be treated as a Participant of record for purposes of such other action.. 26 8.07 Proxies. At any meeting of Participants, if permitted by applicable Law, any Participant entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary of the 4M Fund, or with such other officer or agent of the 4M Fund as the Secretary of the 4M Fund may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more 'of the officers of the 4M Fund. All proxies shall be revocable at the option of the Participant. 8.08 Number of Votes. Only Participants of record shall be entitled to vote and each Participant shall be entitled to one vote without regard to the number of Shares allocated to it, if any. A proxy purporting to be executed by or on behalf of a Participant shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. 8.09 Rerts. The Trustees shall cause to be prepared at least annually (i) a report of operations containing a statement of assets and liabilities and statements of operations and of changes in net assets of the 4M Fund prepared in conformity with generally accepted accounting principals and (ii) an opinion of an independent certified public accountant on such financial statements based on an examination of the books and records of the 4M Fund made in accordance with generally accepted auditing standards. A signed copy of such report and opinion shall be filed with the Trustees within ninety (90) days after the close of the period covered thereby. Copies of such reports shall be mailed to all Participants of record within a • reasonable period preceding the annual meeting or vote of the Participants. The Trustees shall, in addition, furnish to the Participants, at least quarterly, an interim report coat fining an unaudited balance sheet of the Fund as at the end of such quarterly period and statements of operations and changes in net assets for the period from the beginning of the then current fiscal year to the end of such quarterly period. ARTICLE IX Trustees and Officers 9.01 Number and Qualification. (a) The Board of Directors of the League of Minnesota Cities shall be the governing body of the 4M Fund and shall be the Board of Trustees. The by-laws and constitution of the League of Minnesota Cities shall govern the operation and make-up of the Trustees and Officers of the 4M Fund. (b) The Trustees, in their capacity as Trustees, shall not be required to devote their entire time to the business and affairs of the 4M Fund. 27 ` 0 - (c) The Executive Director of the League of Minnesota Cities may be an ex officio non-voting member of the Board of Trustees. 9.02 Meetings. (a) Meetings of the Trustees shall be held from time to time upon the call of the Chairman, the Vice Chairman, the Secretary or any two trustees. Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the by-laws or by resolution of the Trustees. Notice of anyother meeting shall be mailed or otherwise given not - ess than 48 hours before the meeting but may be waived in writing by any Trustee either before or after such meeting. Any notice required by any "open meeting", "sunshine" or similar Law, whether now or hereafter in effect, shall also be given. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened. The Trustees may act with or, if permitted by applicable Law, without a meeting. A quorum for all meetings of the Trustees shall be a majority of the Trustees. Subject to Section 2.14 hereof and unless specifically provided otherwise in this Declaration of Trust, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or, if permitted by applicable Law, without a meeting, by written consents of a majority of the Trustees. Any agreement or other instrument or writing executed by one or more of the Trustees or by any authorized Person shall. be valid and binding upon the Trustees and upon the 4M Fund when authorized or ratified by action of the Trustees +as provided in this Declaration of Trust. • (b) Any committee of the Trustees may act with or without a meeting. A quorum for all meetings of any such committee shall be a majority of the members thereof. Notice of such meeting, including such notice as may be required by an "open meeting", "sunshine" or similar Law, shall be given as provided in Section 9.02 (a). Unless otherwise specifically provided in this Declaration of Trust, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or, without a meeting, by written consent of a majority of the members. (c) With respect to actions of the Trustees and any committee thereof, Trustees who are affiliated within the meaning of Section 2.14 hereof or otherwise interested in any action to be taken may be counted for quorum purposes under this Section 9.02 and shall be entitled to vote. (d) All or any one or more Trustees may, if permitted by applicable Law, participate in a meeting of the Trustees or any committee thereof by utilizing conference telephone or similar communications equipment by means of which all persons participating in the meeting, including members of the public, can hear each other and participate in a meeting pursuant to such communications shall constitute presence in person at such meeting. The minutes of any meeting of Trustees held by utilizing such communications equipment shall be prepared in the same manner as those of a meeting of Trustees held in person. 9.03 , Officers. The Trustees shall annually elect, from among their numbers, a Chairman • who shall be the chief officer of the 4M Fund and a Vice Chairman who shall have such duties as the Trustees shall deem advisable and appropriate. The Trustees may elect or appoint, from 28 ?- L13 among their number or otherwise, or may authorize the Chairman to appoint a Treasurer and a Secretary, one or more Assistant Secretaries and Assistant Treasurers and such other officers or agents, who shall have such powers, duties and responsibilities as the Trustees may deem to be advisable and appropriate. Two or more offices, except those of Chairman, Vice Chairman, Treasurer and Secretary, may be held by the same person. The Treasurer and the Secretary, if not themselves Trustees, shall attend meetings of the Trustees but shall have no voting power thereat. 9.04 Committees. The Trustees may elect from time to time from their own number committees consisting. of one or more persons, the number composing such committees and the powers conferred upon the same to be determined by vote of the. Trustees. 9.05 rte. The Trustees shall cause to be prepared at least annually (i) a report of operations containing a statement of assets and liabilities and statements of operations and of changes in net assets of the 4M Fund prepared in conformity with generally accepted accounting principles and (ii) an opinion of an independent certified public accountant on such financial statements based on an examination of the books and records of the 4M fund made in accordance with generally accepted auditing standards. A signed copy of such report and opinion shall be filed with the Trustees within ninety (90) days after the close of the period covered thereby. Copies of such reports shall be mailed to all Participants of record within a reasonable period preceding the annual election of Trustees. The Trustees shall, in addition, furnish to the participants, at least quarterly, an interim report containing an unaudited balance sheet of the 4M • Fund as at the end of such quarterly period and statements of operations and changes in net assets for the period from the beginning of the then current fiscal year to the end of such quarterly period. ARTICLE X Determination of Net Asset Value and Net Income: Distributions to Participants 10.01 Net Asset Value. The net asset value of each allocated Share of the 4M Fund shall be determined once on each business day at such time as the Trustees by resolution may determine. The method of determining net asset value shall be established by the Trustees and shall be set forth in the Information Statement as the same may be amended from time to time. The duty to make the daily calculations may be delegated by the Trustees to the Adviser, the Administrator, the Custodian or such other Person as the Trustees by resolution may designate. 10.02 Constant Net Asset Vallee: Reduction of M4eegted Outstanding Shares. (a) In furtherance and not in limitation of the provisions of Section 10.01 hereof. the Trustees may designate that one or more Portfolios shall be governed by the provisions of this Section 10.02 The Trustees shall have full and complete power to determine the net income (including unrealized gains and losses on the portfolio assets) of the 4M Fund Po f lio once on each business day and, upon each such determination such • net income shall be credited proportionately to the accounts of the Participants in such a manner and with the result that the net asset value per Share of the 4M Fun d Portfolio shall remain at a constant dollar value. The aeeeaeting general method used for the determination of the net 29 -1-qq income of the 4d PortfoliQ and the crediting thereof proportionately to the respective accounts of the Participants shall be determined by the Trustees and shall be set forth in the Information Statement as the same may be amended from time to time or in the applicable Certificate of Designation. The duty to make the daily calculations may be delegated by the Trustees to the Adviser, the Administrator, the Custodian or such other Person as the Trustees by resolution may designate. Unless the Trustees determine otherwise. fluctuations in value will be reflected in the number of allocated and outstanding Shares in each Participant's account. If there is a net loss, the Trustees shall first offset such amount against income accrued to each Participant. To the extent that such a net loss exceeds such accrued income, the Trustees shall reduce the aggregate number of the Fund's Portfolio's issued and outstanding Shares in an amount equal to the amount required in order- te Sees by which the net loss exceeds accrued income by having each Participant contribute to the Portfolio's Mital its rho rata portion of the total number of Shares required to be cancelled in order to permit the net asset value Imr Share of the Portfolio to be maintained at a constant dollar value. Each Participant will be deemed to have agreed to such mien contribution in such circumstances by its investment in the 4M Fund and the Portfolio and its adoption of this Declaration of Trust. The purpose of the foregoing procedure is to permit the net asset value per Share of the 4N1 Fund Portfolio to be' maintained at a constant dollar value per Share. (b) The Trustees may discontinue or amend the practice of attempting to maintain the net asset value per Share at a constant dollar amount at any time and such modification shall . be evidenced by appropriate changes in the Information Statement as the same may be amended from time to time or in the applicable Certificate of Desi g ate. 10.03 Supplementary Distributions to, Participants. In addition to withdrawals made at the request of individual Participants pursuant to Section 6.05 hereof, the Trustees may from time to time also declare and make to the Participants, in proportion to their respective allocation of Shares, out of the earnings, profits or assets in the hands of the Trustees, such supplementary distributions and the determination of earnings, profits, and other funds and assets available for supplemental distributions and other purposes shall lie wholly in the discretion of the Trustees and may be made at such time and in such manner as the Trustees may in their sole discretion from time to time determine. Any or all such supplementary distributions may be made among the Participants of record at the time of declaring a distribution or among the Participants of record at such other date as the Trustees shall determine. 10.04 Retained Reserves. The Trustees may retain from the gross income of the 4M Fund such amount as they may deem necessary to pay the debts and expenses of the 4M Fund and to meet other obligations of the 4M Fund, and the Trustees shall also have the power to establish such reasonable reserves as they believe may be required. 0 30 T5? ARTICLE XI Custodian 11.01 Duties. The Trustees shall employ a bank or trust company organized under the Laws of the United States of America or the State of Minnesota having an office in the State of Minnesota and having a capital and surplus aggregating at least twenty-five million dollars ($25,000,000) as Custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the 4M Fund to perform the duties set forth in the Custodian Agreement to be entered into between the 4M Fund and the Custodian, or as may be imposed by Law. 11.02 Anvointment. The Trustees shall have the power to select and appoint the Custodian or Custodians for the 4M Fund or any of its portfolios. The Custodian Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the 4M Fund on sixty (60) days' written notice to the Custodian. 11.03 Custodian Agreement. In addition to containing such other provisions as the Trustees may deem appropriate, the Custodian Agreement shall provide that all investments constituting 4M Fund Property shall be held in safekeeping in the manner required by Law, including, without limitation, Minnesota Statutes, Section 475.66, Subdivision 2. 11.04 Agents of Custodian. The Trustees may also authorize the Custodian to employ one or more agents from time to time to perform such of the acts and services of the Custodian and upon such terms and conditions, as may be agreed upon between the custodian and such agent and approved by the Trustees; provided, however, that, in every case, such agent shall be a bank or trust company organized under the Laws of the United States of America or one of the States thereof having capital and surplus aggregating.at least twenty-five million dollars ($25,000,000). 11.05 Successors. In the event that, at any time, the Custodian shall resign or shall be terminated pursuant to the provisions of the Custodian Agreement, the Trustees shall appoint a successor thereto. 11.06 Custodian as Depository for Participants. Each Participant hereby designates the Custodian as a depository for funds of the Participant. 31 /7A ARTICLE XII Recording of Declaration of Trust 12.01 Recording. This Declaration of Trust and any amendment hereto shall be filed, recorded or lodged as a document of public record in such place or places and with such official or officials as may be required by Law or as the Trustees may deem desirable. Each amendments so filed, recorded or lodged shall be accompanied by a certificate signed and acknowledged by a Trustee stating that such action was duly taken in the manner provided for herein; and unless such amendment or such certificate set forth some earlier or later time for the effectiveness of such amendment, such amendment shall be effective upon its filing. An amended Declaration of Trust, containing or restating the original Declaration and all amendments theretofore made, may be executed any time or from time to time by a majority of the Trustees and shall, upon filing, recording or lodging in the manner contemplated hereby, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration of Trust and the various amendments thereto. Notwithstanding the foregoing provisions of this Section 12.01, no filing or recordation pursuant to the terms of this Section 12.01 shall be a,condition precedent to the effectiveness of this Declaration of Trust or any amendment hereto. ARTICLE XIII Amendment or Termination of 4M Fund: Duration of Fund 13.01 Amendment or Termination. (a) The provisions of this Declaration of Trust may be amended or altered (expect as to the limitations on personal liability of the Participants and Trustees and the prohibition of assessments upon Participants), or the 4M Fund may be terminated, at any meeting of the Participants or pursuant to any vote of the Participants called for that purpose, by the affirmative vote of a majority of the Participants entitled to vote, or if permitted applicable Law, by an instrument or instruments in writing, without a meeting, signed by a majority of the Trustees and a majority of the Participant; provided, however, that the Trustees may, from time to time by a two-thirds vote of the Trustees, and after fifteen (15) days' prior written notice to the Participants, amend or alter the provisions of this Declaration of Trust, without the vote or assent of the Participants, to the extent deemed by the Trustees in good faith to be necessary to conform this Declaration, to the requirements of applicable Laws, or regulations or any interpretation thereof by a court or other governmental agency or competent jurisdiction, but the Trustees shall not be liable for failing to do so. Notwithstanding the foregoing, (i) no amendment may be made pursuant to this Section 13.01 which would change any rights with respect to any allocated Shares of the 4M Fund by reducing the amount payable thereon upon liquidation of the 4M Fund or which would diminish or eliminate any voting rights of the Participants, except with the vote or written consent of two-thirds of the Participants entitled to vote thereon; and (ii) no amendment may be made which would cause any of the investment restrictions contained in Section. 4.02 hereof to be less restrictive without the affirmative vote of a majority of the Participants entitled to vote thereon. 32 -I-q7 • (b) Upon the termination of the 4M Fund pursuant to this Section 13.01: (i) The 4M Fund shall carry on no business except for the purpose of winding up its affairs; (ii) The Trustees shall proceed to wind up the affairs of the 4M Fund and all of the powers of the Trustees under this Declaration of Trust shall continue until the affairs of the 4M Fund shall have been wound up, including, without limitation, the power to fulfill or discharge the contracts of the 4M Fund, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining 4M Fund Property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or the property of any ldnd, discharge or pay its liabilities, and do all other acts appropriate to liquidate its affairs; provided, however, that any position of all or substantially all of the 4M Fund Property shall require approval of the principle terms of the transaction and the nature and amount of the consideration by affirmative vote of not less than a majority of the Participants entitled to vote thereon; and (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection, the Trustees may distribute the remaining 4M Fund Property, in cash or in kind or partly in each, among the Participants according to their respective proportionate allocation of Shares. (c) Upon termination of the 4M Fund and distribution to'the Participants as herein provided, a majority of the Trustees shall execute and lodge among the records of the 4M Fund an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the right, title and interest of all Participants shall cease and be cancelled and discharged. (d) A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Participants or by the Trustees as aforesaid or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment. 13.02 Power to Effect Reorganization. If permitted by applicable Law, the Trustees, by vote or written approval of a majority of the Trustees, may select, or direct the organization of, a corporation, association, trust or other Person with which the 4M Fund may merge, or which shall take over the 4M Fund Property and carry on the affairs of the 4M Fund, and after receiving an affirmative vote of not less than a majority of the Participants entitled to vote at any meeting of the Participants, the notice for which includes a statement of such proposed action, the Trustees may effect such merger or may sell, convey and transfer the 4M Fund Property to .any such corporation, association, trust or other Person in exchange for cash or shares or securities thereof, or beneficial interest therein with the assumption by such transferee of the liabilities of the 4M Fund; and thereupon the Trustees shall terminate the 4M Fund and deliver such cash, shares, securities or beneficial interest ratably among the participants of this 4M • Fund. 33 13.03 Duration. The 4M Fund shall continue in existence in perpetuity, subject in all respects to the provisions of the Article XIII. • ARTICLE XIV Miscellaneous 14.01 Governing Law. This Declaration of Trust is executed by the Initial Participants and delivered in the State of Minnesota and with reference to the Laws thereof, and the rights of all parties and the validity, construction and effect of every provision hereof shall be subject to and construed according to the Laws of said State of Minnesota. 14.02 Coun=arts. This Declaration of Trust may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts, together, shall constitute but one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. 14.03 Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the 4M Fund, or of any official or public body or office in which this Declaration of Trust may be recorded, appears to be a Trustee hereunder or the Secretary or the Treasurer of the 4M Fund, certifying to: (i) the number or identity of Trustees or Participants; (ii) the due authorization of the execution of any instrument or writing; (iii) the form of any vote • passed at a meeting of Trustees or Participants or taken pursuant to a vote of Participants; (iv) the fact that the number of Trustees or Participants present at any meeting or executing any written instrument satisfies the requirements of this Declaration of Trust; (v) the form of any By-Law adopted by or the identity of any officers elected by the Trustees; or (vi) the existence of any fact or facts which in any manner relate to the affairs of the 4M Fund, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees or any of them or the 4M Fund and the successors of such Person. 14.04 Provisions in Conflict with Law. The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any one or more of such provisions (the "Conflicting Provisions") are in conflict with applicable federal or Minnesota Laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination by the Trustees shall not affect or impair any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted (including, but not limited to, the election of Trustees) prior to such determination. 14.05 render: Section Headings. (a) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. (b) Any headings preceding the texts of the several Articles and Sections of this • Declaration of Trust and any table of contents or marginal notes appended to copies hereof, shall 34 ,07-y9 be solely for convenience of references and shall neither constitute a part of this Declaration of Trust nor affect its meaning, construction or effect. 14.06 Adotion by Municipalities Electing to Become Additional Participants: Resignation of Participants. (a) Any Municipality meeting the requirements of Section 1.02 hereof, -may become an additional Participant of this 4M Fund by (i) taking any appropriate official action to adopt this Declaration of Trust, (ii) furnishing the Trustees with satisfactory evidence that such official action has been taken, and (iii) if requested by the Trustees, providing the Trustees with an opinion of counsel to the effect that such party desiring to become a Participant of the 4M Fund is a Municipality as defined herein. A copy of this Declaration of Trust may be adopted by executing a written instrument of adoption in such form as may be prescribed by the Trustees. Delivering an acknowledged copy of such instrument shall constitute satisfactory evidence of the adoption contemplated by this Section 14.06. (b) Any Participant may resign and withdraw from the 4M Fund by sending a written notice to such effect to the Chairman of the 4M Fund and the Administrator and by requesting the withdrawal of all funds then credited to its account within the 4M Fund. The written notice shall be in the form of a certified resolution of the Municipality Board or Council of the Participant, stating the Municipality Board or Council's intention to resign from the 4M Fund. Such resignation and withdrawal shall become effective upon the receipt thereof by the Chairman of the 4M Fund and the Administrator. No resignation and withdrawal by a Participant shall operate to annul this Declaration of Trust or terminate the existence of the 4M Fund. h d i d Nl i S t i fi i f h f Wi e un er-s gne un > t ta e e pa t es o t e o n > -, as of whieh da te this Deelmatien of TI C • ..hall ?. ke, nd-C0 7TIV i.-, t^Z4ll foree and eTleet. its its 35 Exhibit A MINNESOTA MUNICIPAL MONEY MARKET FUND Certificate of Designation The Trustees of the Minnesota Municipal Money Market Fund (the "4M Fund") by action taken by them on the day of , 19 , pursuant to the authority vested in them by the Participants of the 4M Fund in accordance with the Declaration of Trust of the 4M Fund do hereby adopt this Certificate of Designation authorizing and establishing a Portfolio (and/or a series of Shares) of the 4M Fund. The terms of such Portfolio (the "Portfolio") shall be as follows: 1. Nomenclature. The Portfolio shall be known and referred to as 2. Date of Establishment. The Portfolio shall be established as of 3. Duration. The duration of the Portfolio shall be 4. Portfolio Participants. The Participant or Participants that may participate in the Portfolio (the. "Portfolio Participants") are 5. Investments. The nature of the investments in which fund of the Portfolio Participant or Participants placed in the Fund with respect to the Portfolio may be invested is 6. Trustees and Custodians. The Trustees of the Fund designated as the Trustees assigned to the Portfolio are Such designated Trustees are hereby appointed by each of the Portfolio Participants as the official custodians (within the meaning of Section 564.8 of Title 12 of the Code of Federal Regulations or an applicable successor provision) of the assets of the Portfolio Participants placed in the 4M Fund with respect to the Portfolio. 7. Average Weighted Maturity. In accordance with Section 4.02 (iii) of the Declaration of Trust of the 4M Fund, the average dollar weighted maturity of the Portfolio is intended to be no greater than 8. Net Asset Value. The method of determining the net asset value of the Portfolio is 9. Other Terms. (Insert a description of any other terms applicable to the Portfolio.) 10. Declaration of Trust. To the extent not specifically set forth in this Certificate of Designation, the terms of the Portfolio and the rights of the Portfolio Participants shall be governed by the Declaration of Trust of the 4M Fund of which this Certificate of Designation is deemed to be an integral part. 11. Definitions. Terms and phrases not otherwise defined in this Certificate of Is Designation shall have the definitions given to them in the Declaration of Trust. '7-s/ IN WITNESS WHEREOF, the Trustees of the 4M Fund have caused this Certificate of Designation to be executed by the undersigned officers of the Fund, such officers having been thereunto duly authorized. The Trustees of the Minnesota Municipal Money Market Fund Attest: (Fund Seal) Authorized Signatory • Authorized Signatory 0 CITY OF RICHFIELD, MINNESOTA Council Letter No. 20 Agenda January 10, 1994 Issue Statement: Approval of the•1994 Labor Agreement with the International Union of Operating Engineers Local No. 49 and the City of Richfield. Background: City staff •has completed negotiations on a labor agreement for the year 1994 with the International Union of Operating Engineers Local 49 unit, subject to Council approval. The bargaining unit consists of approximately 40 City employees including Community Service Workers, Mechanics and Water Plant Operators. The significant changes which have been negotiated for the year 1994 are as follows: ? An average adjustment of thirty-four cents (340) per hour over 1993 wage rates for all classifications. This is a total percentage increase of 2.50% for the Unit. This percentage increase is identical to General Services and Management employees for 1994. is ? A $30.00 monthly increase in the City's contribution for dependent health insurance for a maximum of $315.00/month. This maximum contribution is identical to General Services and Management employee groups for 1994. ? The City's contribution for single dental insurance is a maximum of $23.00/month. This maximum contribution is also identical to the General Services and Management employee groups for 1994. The term of the Labor Agreement is from January 1, 1994 through December 31, 1994. Recommended Motion: Adopt the attached resolution approving a Labor Agreement with the International Union of Operating Engineers Local No. 49 unit for the year 1994. Basis of Recommendation: 1. The City has met and negotiated with Local 49 for the settlement of the 1994 Labor Agreement and has agreed upon a tentative settlement as outlined in this Council letter. 2. Wage and benefit settlements are comparable to other City of Richfield employee groups. 3. The Local 49 employees have voted on the issues and have given their approval. Alternative Recommendation: Do not approve the Labor Agreement, requiring further negotiations and/or arbitration. DiscussionZDecision Mode: In order to allow the City's accounting personnel to modify payroll records and enact the new pay rates retroactive to January 1, 1994 as soon as possible, it is recommended that the City Council act on January 10, 1994 to adopt the attached resolution providing for the adoption of the 1994 Labor Agreement, effective January 1, 1994. y submitted, RespeT.Prosser James City Manager JDP:ff 0 (J` C;L s RESOLUTION NO. RESOLUTION APPROVING THE LABOR AGREEMENT BETWEEN THE CITY OF RICHFIELD AND INTERNATIONAL UNION OF OPERATING ENGINEERS LOCAL 49 AFL/CIO FOR THE YEAR 1994 U WHEREAS, the City Manager has reached an agreement with the International Union of Operating Engineers Local 49 for the year 1994; and WHEREAS, the Personnel Ordinance requires that contracts between the City and the exclusive representative of employees in an appropriate bargaining unit shall be implemented by Council resolution. NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby approve the Labor Agreement between the City of Richfield and the International Union of Operating Engineers Local 49 for the year 1994, and that the City Manager is herby authorized to execute the same on behalf of the City of Richfield Adopted by the City Council of the City of Richfield, Minnesota this 10th day of January, 1994. Martin J. Kirsch, Mayor ATTEST: Thomas P. Ferber, City Clerk • 5 CITY OF RICHFIELD, MINNESOTA Council Letter No.19 Agenda January 10, 1994 Issue Statement: Public hearing for consideration of an application for a permanent residential kennel license for Joanne Ecklund, 7001 Penn Avenue. Background: On June 2, 1993 Joanne Ecklund submitted an application for a residential kennel license. She owns six cats (four are Domestic Short Hairs and two are Domestic Medium Hairs). Ms. Ecklund's application had all contiguous property owners' signatures on it. On June 12, 1993, an inspection of the property was conducted by a Community Service Officer. There were no apparent problems found at that time. The City has adopted a policy that staff notify neighbors surrounding the area of the residential kennel license. Staff had received letters from three of these neighbors and telephone calls from five others. Some of the concerns mentioned involve a garden being used as a litter box, cats urinating in and on their garage, two neighbors complained that the cats roam around and 40 kill birds. Several of the neighbors believe the cats should not be allowed to run free. One neighbor mentioned that she would not dispute the kennel license if the cats were kept inside and not allowed to run free. Ms. Ecklund submitted an application for a 1993 residential kennel license for six cats on June 2, 1993. On August 9, 1993 the City Council suggested Ms. Ecklund along with her neighbors, meet with West Suburban Mediation Center. They met on Thursday, September 16th. There was only one neighbor that attended the mediation. This neighbor had not responded with any concerns regarding the residential kennel license in the past. Several issues were discussed, but none that seemed to determine the outcome of her kennel license. Staff received a call from Ann Johnston, 7011 Penn Avenue. She stated that if status quo is preserved, she doesn't have any problems with the issuance of the license. On September 27, 1993 the City 'Council agreed to give Ms. Ecklund a temporary 90 day residential kennel license. She agreed to keep all of her animals inside her home at all times. To date, staff has not received any comments from the neighbors that the animals have been a problem. Ms. Ecklund's neighbors were sent postcards advising them that the residential kennel license would be discussed at the January 10, 1994 Council meeting. 57-1 • 0 Although this application is for six cats, it does not exceed the maximum number of six animals that was approved by the Council as policy on July 22, 1991. Recommended Motion: Staff recommends that the application for a permanent kennel license be approved. If Ms. Ecklund's request for a license is approved, she would be able to keep her six cats. Basis for Recommendation: 1. It is up to the animal owner to prove that the keeping of more than two cats does not have an adverse effect on the neighborhood. The City had been contacted by neighbors who had concerns that staff believed caused an adverse effect on the neighborhood. Alternative Recommendation: 1. The Council could decide to deny Ms. Ecklund's residential kennel license. This would mean that she would be given 30 days from the date of denial in which to reduce the number of animals on her property from six to two. Discussion/Decision Mode: Recommendation to approve a permanent kennel license for Joanne Ecklund, 7001 Penn Avenue, is presented for Council consideration at this time. Respec lly submitted, Jame Prosser City anager JDP:cak 0 Issue Statement: Award of contract for the Ice Arena. CITY OF RICHFIELD, MINNESOTA Council Letter No. 18 Agenda January 10, 1994 • for the purchase of an electric ice resurfacer Background: The current propane operated ice resurfacer is 12 years old. It was fully depreciated in 1992. The 1994 budget provides for the purchase of a new ice resurfacer. The current ice resurfacer has over 7,000 operating hours. It is functional but is requiring additional repairs and maintenance each year. The ice resurfacer produces carbon monoxide and nitrogen dioxide gases which must be monitored to prevent a health hazard to facility users and staff. The new ice resurfacer is battery operated. This will eliminate the potential health hazard of poor air quality and reduce the amount of time needed to ventilate the building. The reduced ventilation will prevent fog forming over the ice and condensation on the ceiling during the summer. In the winter, the building will be more comfortable by reducing the amount of cold outside air brought into the building. This will result in reduced energy costs for heating and cooling the building. The battery operated ice resurfacer has been successfully tested for several years. The arenas in Minnesota that have the Electric Zamboni are satisfied with its performance. A formal bid opening for the purchase of the ice resurfacer was held on Monday, December 13, 1993. One bid was received. The bid for the new ice resurfacer also includes a trade-in for the current 1982 Model 500 Zamboni. Frank J. Zamboni & Company, Inc. $ 73,285.00 15714 Colorado Avenue Trade-In (17,500.00) Paramount, CA 90723 Sub-Total $ 55,785.00 Tax 3,626.03 Total $ 59,411.03 Recommended Motion: Accept the bid minutes/tabulation and award a contract for the new ice resurfacer, including the trade-in and tax, to Frank J. Zamboni & Company, Inc. in the amount of $59,411.03. Basis of Recommendation: 1. The bid price was the amount budgeted. 2. The bid from Zamboni was the only bid received. The only other electric ice resurfacer is manufactured by Olympia. The Olympia, which operates on an overhead track and retractable cable, has only been tested in Canada during the past year. Currently, there are no Olympia Electrics in the United States. y? 3. The battery operated Zamboni may be less expensive to operate and require less maintenance than the propane operated ice resurfacer. 4. The battery operated Zamboni will eliminate the danger of hazardous air quality. 5.. The current ice resurfacer, purchased in 1982, was originally scheduled to be replaced in 1992. Alternative Recommendation: 1. Council may reject the bid for the new battery operated ice resurfacer. There would be increasing expenses to repair the current Zamboni if it is kept for several years. The future cost to replace the current Zamboni will be higher. 2. Council may reject the bid and direct staff to readvertise with the hope a bid will be submitted by Olympia for the cable operated ice resurfacer. This ice resurfacer has only been tested during the past year. The idea of the resurfacer operating with a retractable cable presents additional problems with the Arena's ceiling configuration. Staff has been informed that 1994 prices will be higher on both models. 3. Council may reject the bid and direct staff to readvertise seeking bids for propane operated ice resurfacers. A propane operated resurfacer will cost about $20,000 less than an electric. However, with the concerns for air quality in ice arenas, this option is not recommended. Propane resurfacers require more maintenance and may be more expensive to operate. The ability to reduce the ventilation needed in the summer by having an electric ice resurfacer will reduce the current problems caused by condensation and reduce energy costs in heating and cooling the building. Discussion/Decision Mode: This item is scheduled for Action is requested at this the January 10, 1994 Council meeting. time. RespectfAlly submitted, Jam s D. Prosser Cit Manaaer JDP:ds Attachment 0 CITY OF RICHFIELD, MINNESOTA ? C Bid Opening December 13, 1993 11:00 A.M. One New Ice Resurfacer and Equipment Bid No. 93-25 Pursuant to requirements of Resolution No. 1015, a meeting of the Administrative Staff was called by Thomas P. Ferber, City Clerk, who announced that the purpose of the meeting was to receive, open and read aloud, bids for one new ice resurfacer and equipment, bid no. 93-25, as advertised in the official newspaper on December 1, 1993. Present: Thomas Ferber, City Clerk Steve Devich, Administrative Services Director Cheryl Krumholz, City Manager Representative The following bids were submitted and read aloud: VENDOR ; BID ; BASE ; TRADE-I N TOTAL ; SECURITY ; BID ; ;W/TRADE-IN; 1 1 Frank J.Zamboni & Co.Inc. I I ; Cashier's I I ;$73,285.00 1 1 1$17,500. 1 1 1 1 001$55,785.00; Paramount, CA ; Check 1 I 1 1 I 1 The City Clerk announced that the bids would be tabulated and considered at the January 10, 1994 City Council Meeting. Thomas P. Ferber City Clerk qj- 0 0 C7 CITY OF RICHFIELD, MINNESOTA Council Letter No. 17 Agenda January 10, 1994 Issue Statement: Award of contract for disposal of lime by-product for 1994 and 1995. Background: Each year, ?the dewatering plant must dispose of approximately 4,500 cubic yards of lime by-product. This material is in a solid form which is dropped from presses into waiting trucks. A formal bid opening for the disposal of lime by-product was held on Thursday December 9, 1993 with the following results: Avon Ag-Lime Hurrle Farms Anderson Excavating Rehbein, Inc. $ 85,230 89,820 & Drainage 119,160 130,500 Recommended Motion: Accept the bid minutes/tabulation and approve a two-year contract in the amount of $85,230 to Avon Ag-Lime for the disposal of approximately 4,500 cubic yards per year (9,000 for two-years) of lime by-product. This is a decrease of approximately $3,960 per year from the 1993 amounts. Basis of Recommendation: 1. It is necessary to remove and dispose the lime by-product from the dewatering presses. 2. Avon Ag-Lime was the lowest responsible bidder and met all requirements. 3. There is sufficient funds in the 1994 Water Maintenance budget for lime by-product disposal. Alternative Recommendation: Council may reject all bids and direct staff to readvertise; however, staff does not believe a better price can be obtained from a reputable contractor. Discussion/Decision Mode: Staff is asking for approval at the January 10, 1994 Council meeting. Resp t lly submitted, Jame Prosser City Manager JDP:ds Attachment LIT-I CITY OF RICHFIELD, MINNESOTA Bid Opening December 9, 1993 11:00 A.M. Lime By-Product Disposal Bid No. 93-24 Pursuant to requirements of Resolution No. 1015, a meeting of the Administrative Staff was called by Thomas P. Ferber, City Clerk, who announced that the purpose of the meeting was to receive, open and read aloud, bids for lime by-product disposal, bid no. 93-24, as advertised in the official newspaper on November 17, 1993. Present: Thomas Ferber, City Clerk Don Fondrick, Administrative Services Director Cheryl Krumholz, City Manager Representative The following bids were submitted and read aloud: VENDOR ; BID ; TOTAL SECURITY ; Anderson Excavating & Drainage ; 5% Bid Bond ; $119,160.00 ; Owatonna Avon Ag-Lime Avon ; Money Order ; $ 85,230.00 ; Rehbein, Inc. Hugo ; 5% Bid Bond ; $130,500.00 ; Hurrle Farms/Tim Hurrle ; Cashier's ; $ 89,820.00 ; St. Cloud Check The City Clerk announced that the bids would be tabulated and considered at the January 10, 1993 City Council Meeting. Thomas P. Ferber City Clerk q f-f E .J CITY OF RICHFIELD, MINNESOTA Council Letter No. 16 Agenda January 10, 1994 Issue Statement: Purchase in excess of $5,000 for Public Safety 4 X 4 compact utility vehicle. Background: The City Council policy resolution on purchasing provides that when the purchase of merchandise, materials, equipment or construction exceeds the amount of $5,000, authority to purchase shall be submitted to the City Council for consideration. Unit #8817, a 1988 Dodge Ram Charger 4 X 4, which is a Public Safety vehicle used by the Police Division, is fully depreciated and scheduled for replacement in 1994. Purchase of this new vehicle has been coordinated with the Hennepin County bid process. The approved 1994 Central Garage budget contains funds for the purchase of this vehicle. Recommended Motion: Approve a purchase order to Thane Hawkins Polar Chevrolet, Inc. for a 4 X 4 compact utility vehicle, Chevrolet S10 Blazer in the sum of $18,587.00, plus a service manual in the sum of $120.00, plus tax of $7.80 (tax is on the service manual only because the vehicle is a marked Public Safety vehicle) for a total purchase price of $18,714.80. Basis of Recommendation: 1. Unit #8817, currently in the motor pool, is fully depreciated and due to be replaced in 1994. 2. Purchasing vehicles through County contracts assures the lowest possible price for the type of vehicle required. 3. There are adequate funds in the approved 1994 Central Garage capital outlay budget for this purchase. Alternative Recommendation: Council could choose to deny approval and direct staff to obtain new bids for this vehicle. However, staff does not believe a lower price can be obtained from a reputable dealer than through the Hennepin County contract. Discussion/Decision Mode: The cutoff date for ordering this car is January 14, 1994, so approval is requested at the January 10, 1994 Council meeting. JDP:ds Res ully submitted, Jame . Prosser City anager 465-- CITY OF RICHFIELD, MINNESOTA 10 Council Letter No. 15 Agenda January 10, 1994 Issue Statement: Purchase in excess of $5,000 for Crown Victoria car to be used by Public Safety's Fired Marshal. Background: The City Council policy resolution on purchasing provides that when the purchase of merchandise, materials, equipment or construction exceeds the amount of $5,000, authority to purchase shall be submitted to the City Council for consideration. Unit #8923, a 1989 S10 Blazer 4 X 4, which is a Public Safety vehicle used by the Fire Division, is fully depreciated and scheduled for replacement in 1994. Purchase of this new vehicle has been coordinated with the State of Minnesota bid process. The approved 1994 Central Garage budget contains funds for the purchase of this vehicle. Recommended Motion: Approve a purchase order to Superior Ford, Inc. for a 1994 Crown Victoria car in the sum of $14,161. M Basis of Recommendation: 1. Unit #8923, currently in the motor pool, is fully depreciated and due to be replaced in 1994. 2. Purchasing vehicles through State of Minnesota contracts assures the lowest possible price for the type of vehicle required. 3. There are adequate funds in the approved 1994 Central Garage capital outlay budget for this purchase. Alternative Recommendation: Council could choose to deny approval and direct staff to obtain new bids for this vehicle. However, staff does not believe a lower price can be obtained from a reputable dealer than through the State of Minnesota contract. Discussion/Decision Mode: Staff is requesting approval of this purchase at the January 10, 1994 Council meeting. submitted, Jame Prosser City 19rn-ager JDP:ds 4F CITY OF RICHFIELD, MINNESOTA Council Letter No. 14 Agenda January 10, 1994 Issue Statement: Purchase of vehicles for use by Public Safety Department. Background: Five full size sedans being used by the'Public Safety Department are scheduled to be replaced in 1994. Purchase of new vehicles has been coordinated with the State of Minnesota's bid process. All five of the cars are currently in use. All of the cars, Ford Crown Victoria squads, were purchased in 1992 and will be fully depreciated in 1994. The extent and nature of the use of these cars indicates a two year replacement schedule. The lowest responsible bid for the type of vehicle required was submitted by Superior Ford, Inc. The approved 1994 Central Garage Capital Outlay budget includes money for these purchases. Actual cost per 1992 marked squad car was $12,805. The 1994 per car bid price is $13,811, for a total of $69,055. Staff does not believe a better price can be obtained other than through the State of Minnesota bid process. Recommended Motion: Authorize the purchase of five Ford Crown Victoria full-sized is police sedans through the State of Minnesota purchasing agreement from Superior Ford, Inc. for a total purchase price of $69,055. Basis of Recommendation: 1. Several manufacturers of full size cars were requested to submit bids following predetermined specifications. Of the bids submitted, Superior Ford, Inc. was the lowest responsible bidder for the type of car requested. 2.. The City of Richfield is in need of replacing five fully depreciated squad cars. Alternative Recommendation: Council may choose to reject this bid and request staff to obtain bids from other sources in an attempt to receive a lower purchase price. However, staff does not believe a better price can be obtained from a responsible dealer. Discussion/Decision Mode: Staff is requesting approval of this purchase at the January 10, 1994.Council meeting. t Resp ly submitted, JDP:ds Jame Prosser City ager yE CITY OF RICHFIELD, MINNESOTA Council Letter No. 13 Agenda January 10, 1994 Issue Statement: Purchase in excess of $5,000 for Public Safety administrative vehicle. Background: The City Council policy resolution on purchasing provides that when the purchase of merchandise, materials, equipment or construction exceeds the amount of $5,000, authority to purchase shall be submitted to the City Council for consideration. Unit #8706, a 1985 Pontiac 6000, which is a Public Safety administrative vehicle used by the Inspections Division, is fully depreciated and scheduled for replacement in 1994. Purchase of this new vehicle has been coordinated with the Hennepin County bid process. The approved 1994 Central Garage budget contains funds for the purchase of this vehicle. Recommended Motion: Approve a purchase order to R. L. Brookdale Motors, Inc. for an administrative vehicle in the sum of $12,091.00, plus a service manual in the sum of $79.00, plus tax of $791.05 for a total purchase price of $12,961.05. is Basis of Recommendation: 1. Unit #8706, currently in the motor pool, is fully depreciated and due to be replaced in 1994. 2. Purchasing vehicles through county contracts assures the lowest possible price for the type of vehicle required. 3. There is $14,000 in the approved 1994 Central Garage capital outlay budget for this purchase. Alternative Recommendation: Council could choose to deny approval and direct staff to obtain new bids for this vehicle. However, staff does not believe a lower price can be obtained from a reputable dealer than through the Hennepin County contract. Discussion/Decision Mode: The cutoff date for ordering this car was December 18, 1993; however, the paperwork did not arrive in time to make the December 13, 1993 Council meeting. R. L. Brookdale Motors, Inc. agreed to hold the contract price until January 18, 1994 so approval is requested at the January 10, 1994 Council meeting. Resp c ly submitted, Jame Prosser City pager JDP:ds /)-h • CITY OF RICHFIELD, MINNESOTA Council Letter No. 12 Agenda January 10, 1994 Issue Statement: Request for an off-street parking permit for a retail store at 6521-6525 Penn Avenue. Background: Applicant is requesting an off-street parking permit to operate an antique store located at 6521-25 Penn Avenue. The tenant will be selling antique furniture and collectibles in a retail area on the first floor measuring 3,292 square feet. The remainder of the space (808 sq. ft.) will be used as a storage area. Physical changes to the site include the removal of an outside storage shed on the south side of the building, painting, signage and a safety fence on the south side. Applicant has also submitted a landscape plan, approved by the City Planner. Hours of operation will be from 9 a.m. to 6 p.m., six days a week. Adequate parking has been provided for, with 12 spaces available for 4 employees and clientele. All code requirements have been met. Recommended Motion: Approve the request for an off-street parking permit with the following stipulation: 1. That Council approval be contingent upon submittal of a Cash Escrow Agreement for landscaping. Basis of Recommendation: 1. That the proposal meets required parking standards. 2. That all code requirements provides for improvements enhance the neighborhood. have been met and that the plan to the site which will visually Alternative Recommendation: Deny the request on the basis parking standards. it does not meet the required Discussion/Decision Mode: Consideration of this item is scheduled on the Consent Calendar of the January 10, 1994 City Council meeting. Respectfully submitted, Ja D. Prosser Ci anager JDP:ds q C -o-?- RESOLUTION NO. DESIGNATING THE CITY MANAGER AS THE RESPONSIBLE AUTHORITY FOR GOVERNMENT DATA PRACTICES WHEREAS, the City is committed to a policy of making public information available upon request, as well a safeguarding the privacy rights of individuals; and WHEREAS, a City-wide data practices plan, which is a 1994 goal, would guide the City in upholding those commitments; and WHEREAS, the City is required to designate a Responsible Authority to oversee the City's government data practices and to enable the City to adopt an overall plan; and WHEREAS, the City Manager is in the best position to be familiar with all of the City's operations and the data associated with them, and can set policies and procedures; and WHEREAS, the Responsible Authority can designate Department Directors and other employees to carry out some of the Responsible Authority's responsibilities; and WHEREAS, the Responsible Authority retains all • responsibilities under the Act that are not specifically designated to other staff. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota that the City Manager is hereby designated as the Responsible Authority to oversee the City's government data practices. Adopted by the City Council of the City of Richfield this 10th day of January, 1994. Martin J. Kirsch Mayor ATTEST: Thomas P. Ferber City Clerk 11 yG • 0 CITY OF RICHFIELD, MINNESOTA Council Letter No. 11 Agenda January 10, 1994 Issue Statement: Designating the•City Manager as the Responsible Authority to oversee the City's government data practices. Background: The City is committed to available upon request. safeguarding the privacy state and federal laws. guide staff in upholding a policy of making public information The City is also committed to rights of individuals as established by A City-wide data practices plan would those commitments. The implementation of such a plan is a 1994 goal. Designating the Responsible Authority is the first step toward implementation and enables staff to develop a policy, conduct an inventory of data maintenance and provide training on the overall plan to employees. The Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, requires that the City designate an individual (the "Responsible Authority") to be responsible for collecting, using and disseminating any set of data on individuals, government data or summary data on behalf of the City, in compliance with the Act and other laws. It is recommended that the City Manager be designated as the Responsible Authority. Among the duties with which the Responsible Authority is charged is the preparation of a public document containing a description of each category of record, file or process relating to the private or confidential data on individuals maintained by the City. The Responsible Authority also has the ability to establish policies and procedures, and to designate other employees to perform duties of the Responsible Authority. The Responsible Authority retains all responsibilities under the Act that are not specifically designated to Department Directors or other employees. Recommended Motion: Adopt the attached resolution designating the City Manager as the Responsible Authority for government data practices. Basis for Recommendation: 1. Designating a Responsible Authority is the first step toward the 1994 goal of implementing a City-wide data practices plan. 2. Minnesota Statutes require that the City designate a Responsible Authority to oversee the City's government data practices. qc,l 3. The City Manager oversees all areas of City operations and the data associated with them, and is in the best position to be the Responsible Authority covering all of the City's data practices. 4. As the Responsible Authority, the City Manager can designate Department Directors and other employees to carry out some of the Responsible Authority's responsibilities. 5. As the Responsible Authority, the City Manager retains all responsibilities under the Act that are not specifically designated to other staff. Alternative Recommendation: 1. The Council may choose not to designate anyone as the Responsible Authority. However, this would impede the implementation of a City-wide data practices plan and violate Minnesota Statutes. 2. The Council may choose to designate someone other than the City Manager as the Responsible Authority. However, that person may not be as familiar with all aspects of City operations as the City Manager is. Discussion/Decision Mode: The City Council may approve the attached resolution at the . January 10, 1994 City Council meeting. This would allow the staff to immediately proceed with work on this complex project. Respectf y submitted, Jame Prosser City nager JDP:ds 11 q6 CITY OF RICHFIELD, MINNESOTA Council Letter No. 10 • Agenda January 10, 1994 Issue Statement: Approval of a continuing agreement with the Hennepin County Community Health Department to receive State subsidy funding for 1994-1995. Background: Richfield receives State subsidy funding which, in part, supports our Community Health Service Programs. These health programs are provided to Richfield residents by the City of Bloomington through an agreement with the City of Richfield. Such State subsidy funding is provided to Richfield through the Hennepin County Community Health Department. The City has now received a commitment from the state to provide basic subsidy funding in an amount not to exceed $97,650 for 1994 and $97,650 for 1995. This is identical to the funding received in 1992 and 1993. To continue this program in 1994-1995, it is necessary for the City Council to authorize execution of an agreement between the City of Richfield and the Hennepin County Community Health Department to provide for conveyance of the subsidy monies to the City from the County. • Recommended Motion: It is recommended that the Richfield City Council authorize execution of the agreement between the City of Richfield and the Hennepin County Community Health Department to receive subsidy funding for 1994-1995. Basis for Recommendation: 1. By approving the execution of the agreement, the City will continue to receive subsidy funding from the Statethrough the Hennepin County Community Health Department. Alternative Recommendation: 1. The Council could decide not to approve the execution of the agreement with Hennepin County. This would mean that the City of Richfield would be unable to receive the State subsidy funding for 1994-1995. Discussion/Decision Mode: The 1994-1995 agreement between the City of Richfield and the Hennepin County Community Health Department to receive subsidy funding is being presented for City Council approval at this time. Re a lly submitted, • Jam Prosser Cit anager JDP:ds 4I R CITY OF RICHFIELD, MINNESOTA Council Letter No. 9 Agenda January 10, 1994 Issue Statement: City Council resolution appointing a representative to the Richfield Tourism Promotion Board. Background: On June 25, 1990, the City Council approved the ordinance to levy a 3% tax on gross receipts of lodging from Richfield hotels and motels pursuant to Minnesota Statutes. The establishment of the Richfield Tourism Promotion Board and the appointment of three directors was also a part of that resolution. The terms of appointment are for three years and are staggered to maintain Board continuity. The current members of the Tourism Board and the ending dates of current terms are as follows: 1. Larry Zielke, Attorney, representing the Richfield Chamber of Commerce; term ending December 31, 1993. 2. William Brusman, Vice President of Realty Management . Services, Inc., representing the Hampton Inn; term ending December 31, 1995. 3. James B. Greenlee, Area Manager for Motel 6, term ending December 31, 1994. Mr. Zielke was originally appointed to the Tourism Board in 1990. He has served on the Tourism Board continuously since that time. Mr. Zielke has been very active in Board activities and has expressed an interest in being reappointed to another 3 year term. In addition, he is currently the President of the Richfield Chamber of Commerce. Recommended Motion: Adopt the attached resolution regarding reappointing Larry Zielke to the Richfield Tourism Promotion Board for a three year term ending December 31, 1996. Basis for Recommendation: 1. The City Council has the authority to make appointments to the Richfield Tourism Promotion Board. 2. Mr. Zielke, the representative from the Chamber of Commerce, has asked to be reappointed. 3. The Tourism Board has, since its inception, included a representative of the Richfield Chamber of Commerce. q)q-j . 4. Mr. Zielke has been very active in the Tourism Board. Alternate Recommendation: 1. The City Council could seek another representative from the Chamber of Commerce. Discussion/Decision Mode: It is suggested that the City Council make the appointment of Mr. Zielke at the January 10, 1994 Council Meeting so that he may continue participating in Board activities. Respec ly submitted, James Prosser City M pager U JDP:ff { 7 r7 • RESOLUTION NO. RESOLUTION APPOINTING A REPRESENTATIVE TO THE BOARD OF DIRECTORS TO THE RICHFIELD TOURISM PROMOTION BOARD, INC. WHEREAS, the City of Richfield has levied a 3% tax on the gross receipts of lodging from hotels and motels in the City pursuant to Minnesota Statute Section 169.190; and WHEREAS, Minnesota Statute Section 169.190 authorizes the proceeds of the tax to fund a Tourism Promotion Board for the purpose of marketing and promoting the City as a tourist or convention center; and WHEREAS, the articles and bylaws of the Richfield Tourism Promotion Board provide the City Council of the City of Richfield appoint three (3) directors to the Board representing the Hampton Inn, Motel 6 and the Richfield Chamber of Commerce; and WHEREAS, each director shall serve as a director until his or her successor has been appointed and has qualified, or until his or her earlier disqualification, death, resignation, or removal; and • WHEREAS, the term of Larry Zielke, the representative for the Richfield Chamber of Commerce, expired on December 31, 1993 and Mr. Zielke desires to be reappointed. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota, that the Richfield Tourism Promotion Board directors be modified as follows: 1. Reappoint Larry Zielke, Richfield Chamber of Commerce, to the Richfield Tourism Promotion Board for a three year term ending December 31, 1996. Adopted by the City Council of the City of Richfield, Minnesota this 10th day of January, 1994. Martin J. Kirsch, Mayor U ATTEST: Thomas P. Ferber, City Clerk a CITY OF RICHFIELD, MINNESOTA Council Letter No.8 Agenda January 10, 1994 Issue Statement: Certificate of Achievement for Excellence in Financial Reporting awarded by the Government Finance Officers Association (GFOA). Background: The City was recently notified that its comprehensive annual financial report for the fiscal year ended December 31, 1992 qualifies for a Certificate of Achievement for Excellence in Financial Reporting. The Certificate of Achievement is the highest form of recognition in governmental accounting and financial reporting, and its attainment represents a significant accomplishment by a government and its management. The GFOA, which is responsible for presenting the certification, is a nonprofit, professional association serving 9,500 government finance professionals. The Association provides a variety of technical publications in various fields of government finance and represents the public finance community in Washington, D.C. The specific comprehensive annual financial report was judged by • an impartial panel to meet the high standards of the program established by GFOA, including demonstrating a constructive spirit of full disclosure effort to clearly communicate its financial story and motivate potential persons and users to read the financial report. When a Certificate of Achievement is awarded to a government, an Award of Financial Reporting Achievement is also given to the individual designated as primarily responsible for having earned the certificate. This Award of Financial Reporting Achievement has been presented to Bridget Walstrom, the City's Finance Manager. The 1992 annual financial report represents the second report completed solely by Ms. Walstrom and her staff. Richfield has previously earned the GFOA Certificate of Achievement and Certificate of Conformance for its annual financial reporting for the years 1976, 1978, 1981, 1982, 1984, 1985, 1986, 1987, 1988, 1989, 1990 and 1991. This represents the eleventh time since 1980 that Richfield has attained the prestigious award and the ninth consecutive year that the City has received the award. Recommended Motion: It is recommended that the City Council present the Certificate of Achievement for Financial Reporting to Finance Manager Bridget Walstrom on behalf of the Government Finance Officers . Association. I Basis of Recommendation: 1. The City has been notified by the GFOA that the certificate has been attained and that presentation to Bridget Walstrom would be appropriate. 2. The City Council wishes to take such opportunities to recognize achievement of City staff, especially at a public forum, such as a City Council meeting. Alternative Recommendation: 1. The City Council could accept the award and make no mention of it at the Council meeting. Discussion/Decision Mode: Action on this item is suggested for January 10, 1994. Respectfully submitted, Jame Prosser City fanager JDP:ff U