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10-27-2020 Complete AgendaREGULAR CITY COUNCIL MEETING VIRTUAL MEETING HELD VIA WEBEX OCTOBER 27, 2020 7:00 PM INTRODUCTORY PROCEEDINGS Call to order Pledge of Allegiance Open forum Each speaker is to keep their comment period to three minutes to allow sufficient time for others. Comments are to be an opportunity to address the Council on items not on the agenda. Individuals who wish to address the Council may call 612-861-0651 during the Open Forum portion or must have registered prior to the meeting by calling 612-861-9711 or emailing kwynn@richfieldmn.gov. Approval of the Minutes of the (1) City Council Meeting of October 13, 2020 PRESENTATIONS1.Presentation of Chamberlain Award AGENDA APPROVAL 2.Approval of the Agenda 3.Consent Calendar contains several separate items, which are acted upon by the City Council in one motion. Once the Consent Calendar has been approved, the individual items and recommended actions have also been approved. No further Council action on these items is necessary. However, any Council Member may request that an item be removed from the Consent Calendar and placed on the regular agenda for Council discussion and action. All items listed on the Consent Calendar are recommended for approval. A.Consider a resolution amending and restating the I-35W Solutions Alliance Joint Powers Agreement. Staff Report No. 133 B.Consider the approval of a resolution authorizing the Source Water Protection Plan Implementation Grant agreement between the City of Richfield and the Minnesota Department of Health (MDH). Staff Report No. 134 4.Consideration of items, if any, removed from Consent Calendar RESOLUTIONS 5.Consider a resolution awarding the sale of $3,255,000 General Obligation Refunding Bonds, Series 2020B. Staff Report No. 135 OTHER BUSINESS 6.A pproval of the S econd A mendment to the C ooperative A greement between the C ity of Richfield and the Minnehaha C reek Watershed D istrict with regards to the L egion/Taft L ake Improvement P roject. S taff Report No. 136 C IT Y MAN AG E R’S R E P O R T 7.C ity Manager's Report C LAIMS AN D PAYR O L LS 8.C laims and P ayroll C O U N C IL D ISC U SSIO N 9.Hats Off to Hometown Hits 10.A djournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9738. CALL TO ORDER The meeting was called to order by Mayor Maria Regan Gonzalez at 7:03 p.m. via WebEx. Council Members Maria Regan Gonzalez, Mayor; Ben Whalen; and Edwina Garcia Present: Council Members Mary Supple; and Simon Trautmann Absent: Staff Present: Katie Rodriguez, City Manager; Mary Tietjen, City Attorney; John Stark, Community Development Director; Melissa Poehlman, Assistant Community Development Director; Chris Regis, Finance Director; Amy Markle, Recreation Services Director; Rachel Lindholm, Sustainability Specialist; Kristin Asher, Public Works Director; Jay Henthorne, Public Safety Director; Skov, IT Manager; Blanca Martinez Gavina, Executive Analyst; and Kelly Wynn, Senior Office Assistant PLEDGE OF ALLEGIANCE Mayor Regan Gonzalez led the Pledge of Allegiance OPEN FORUM Ruane Onesirosan, 2421 West 65th Street, asked for clarification on (1) when the Council passes tax dollars to VEAP or RTPB if the city then relinquishes responsibility of accounting and having those dollars audited; (2) about getting feedback from her last open forum comments on September 22; and (3) why the September Planning Commission meeting was not on the replay schedule on Channel 16 for public viewing. Senior Office Assistant Wynn reviewed the options to participate: • Participate live by calling 612-861-0651 during the open forum portion • Call prior to meeting 612-861-9711 CITY COUNCIL MEETING MINUTES Richfield, Minnesota Regular Council Meeting Virtual Meeting held via WebEx October 13, 2020 Council Meeting Minutes -2- October 13, 2020 • Email prior to meeting kwynn@richfielmn.gov APPROVAL OF MINUTES M/Whalen, S/Garcia to approve the minutes of the (1) City Council Work Session of Septmeber 22, 2020; and (2) City Council Meeting of September 22, 2020. Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #1 APPROVAL OF THE AGENDA M/Garcia, S/Whalen to approve the agenda Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #2 CONSENT CALENDAR City Manager Rodriguez presented the consent calendar with an edit on the amount stated for Resolution No. 11772. The agenda posted to the public on Friday, October 9, stated an incorrect amount and has been updated to the correct amount of $96,852.49. A. Motion to pass a resolution regarding Hennepin County SCORE 2021 Contract Amendment. Staff Report No. 117 RESOLUTION NO. 11771 Council Meeting Minutes -3- October 13, 2020 RESOLUTION Approving the 2021 AMENDMENT TO THE SCORE AGREEMENT BETWEEN HENNEPIN COUNTY AND THE CITY OF RICHFIELD B. Consider the approval of Minnesota Department of Transportation (MnDOT) lease agreement No. 27710 Amendment #6 for continued use of excess land along I-494 next to the Best Buy Campus for a Metro Transit Park and Ride parking lot and transit station. Staff Report No. 118 C. Consider the adoption of a resolution authorizing acceptance of Office of Traffic Safety (OTS) funds for an extension on an original four-year grant to fully fund an officer dedicated for DWI enforcement in Richfield. Staff Report No. 119 RESOLUTION NO. 11772 RESOLUTION AUTHORIZING THE DEPARTMENT OF PUBLIC SAFETY/POLICE TO ACCEPT GRANT MONIES FROM THE OFFICE OF TRAFFIC SAFETY IN THE AMOUNT OF $96,852.49 OR A LESSER AMOUNT, AS AW ARDED BY THE DEPARTMENT OF PUBLIC SAFETY, TO FUND A POLICE OFFICER DEDICATED TO DWI ENFORCEMENT D. Consider the approval of Amendment #1 to the Construction and Maintenance Agreement with Chamberlain Apartments, LLC that modifies indemnification provisions in the agreement for the apartments constructed at 6630, 6700, and 6701 Richfield Parkway. Staff Report No. 120 E. Consider the adoption of a resolution authorizing Amendment #2 to the partnership agreement between the City of Richfield and the Minnesota Department of Transportation (MnDOT) for the purchase/storage of salt through June 30, 2022. Staff Report No. 121 RESOLUTION NO. 11773 RESOLUTION AUTHORIZING THE CITY OF RICHFIELD TO ENTER INTO AMENDMENT #2 TO MNDOT PARTNERSHIP AGREEMENT NO. 1030429 WITH THE MINNESOTA DEPARTMENT OF TRANSPORTATION FOR THE PURCHASE/STORAGE OF SALT UNTIL JUNE 30, 2022 F. Consider a resolution approving a License Agreement with Spohn's Automotive Inc. for the parking lot at Cedar Avenue and Diagonal Boulevard and authorize the City Manager and Mayor to execute any renewals to the License Agreement after October 13, 2020. Staff Report No. 122 RESOLUTION NO. 11774 RESOLUTION APPROVING A LICENSE AGREEMENT WITH SPOHN’S AUTOMOTIVE, INC. M/Whalen, S/Garcia to approve the consent calendar. Executive Analyst Martinez Gavina took roll call vote: Council Meeting Minutes -4- October 13, 2020 Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #3 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM CONSENT CALENDAR None Mayor Regan Gonzalez reviewed the grouping of public hearings but each motion passed will be made individually. Item #4 PUBLIC HEARING AND CONSIDER A RESOLUTION ADOPTING THE ANNUAL LYNDALE/HUB/NICOLLET (LHN) MAINTENANCE DISTRICT ASSESSMENT. STAFF REPORT NO. 125 Item #5 PUBLIC HEARING AND CONSIDER RESOLUTIONS ADOPTING THE ANNUAL INTERSTATE/LYNDALE/NICOLLET (ILN) PROJECT AREA ASSESSMENT AND PROPOSED WORK FOR 2021. STAFF REPORT NO. 124 Council Member Garcia presented staff reports 125; and 124 along with opening the public hearing. Senior Office Assistant Wynn confirmed there were no callers for the public hearing and reviewed how residents can call 612-861-0651 to participate live during public hearings. M/Garcia, S/Whalen to close the public hearing. Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 M/Garcia, S/Whalen to Conduct and close the public hearing and by motion adopt a resolution adopting the assessment on the Lyndale/HUB/Nicollet (LHN) district for costs incurred to maintain the area for 2019. RESOLUTION NO. 11775 Council Meeting Minutes -5- October 13, 2020 RESOLUTION ADOPTING ASSESSMENT FOR THE LYNDALE/HUB/NICOLLET (LHN) MAINTENANCE FOR THE PERIOD JANUARY 1, 2019 TO DECEMBER 31, 2019 Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 M/Garcia, S/Whalen to (1) adopt a resolution adopting the assessment on the ILN Project Area for costs incurred to maintain the area for 2019; and (2). Adopt a resolution ordering the undertaking of the current service project within the ILN Project Area for 2021. RESOLUTION NO. 11776 RESOLUTION ADOPTING ASSESSMENT ON INTERSTATE-LYNDALE-NICOLLET (ILN) PROJECT AREA MAINTENANCE FOR THE PERIOD JANUARY 1, 2019 TO DECEMBER 31, 2019 RESOLUTION NO. 11777 RESOLUTION ORDERING THE UNDERTAKING OF CURRENT SERVICE PROJECT WITHIN THE INTERSTATE-LYNDALE-NICOLLET (ILN) PROJECT AREA FOR THE PERIOD JANUARY 1, 2021 TO DECEMBER 31, 2021 Council Member Whalen clarified these items are to maintain public amenities while projects are taking place in these areas. Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #6 PUBLIC HEARING AND CONSIDER A RESOLUTION ADOPTING THE ASSESSMENT FOR REMOVAL OF DISEASED TREES FROM PRIVATE PROPERTY FOR WORK ORDERED FROM JANUARY 1, 2019, THROUGH DECEMBER 31, 2019. STAFF REPORT NO. 123 Item #7 PUBLIC HEARING REGARDING THE SPECIAL ASSESSMENT ROLL FOR WEED ELIMINATION FROM PRIVATE PROPERTY AND REMOVAL OR Council Meeting Minutes -6- October 13, 2020 ELIMINATION OF PUBLIC HEALTH OR SAFETY HAZARDS FROM PRIVATE PROPERTY. STAFF REPORT NO. 127 Item #8 PUBLIC HEARING REGARDING THE SPECIAL ASSESSMENT ROLL FOR UNPAID FALSE ALARM USER FEES AGAINST PRIVATE PROPERTY. STAFF REPORT NO. 128 Item #9 PUBLIC HEARING REGARDING THE SPECIAL ASSESSMENT ROLL FOR UNPAID VACANT PROPERTY REGISTRATION FEES AGAINST PRIVATE PROPERTY. STAFF REPORT NO. 129 Item #10 PUBLIC HEARING REGARDING THE ASSESSMENT OF DELINQUENT UTILITY BILLS TO BE CERTIFIED TO PROPERTY TAXES. STAFF REPORT NO. 130 Council Member Whalen presented staff reports 123; 127; 128; 129; and 130 then opened the public hearing. Troy Leland, 7000 James Ave S, asked for clarity on property taxes being assessed to resident taxes and how the city will collect payments. M/Whalen, S/Garcia to close the public hearing. Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Director Regis clarified following Council approval, the 30 day prepayment period will begin. This will allow the residents to prepay the assessment before being sent to the county. After assessments go to the county, interest will begin to accumulate. Information on how to pay the amount is on the letter residents received. Residents may also call the city if they have any questions. M/Whalen, S/Garcia to approve the resolution adopting the assessment for removal of diseased trees from private property for work ordered from January 1, 2019, through December 31, 2019. RESOLUTION NO. 11778 RESOLUTION ADOPTING ASSESSMENT FOR THE REMOVAL OF DISEASED TREES Council Meeting Minutes -7- October 13, 2020 FROM PRIVATE PROPERTY FOR WORK ORDERED DURING JANUARY 1, 2019 THROUGH DECEMBER 31, 2019 Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 M/Whalen, S/Garcia to approve the resolution adopting the assessment for weed elimination from private property and removal or elimination of public health or safety hazards from private property. RESOLUTION NO. 11779 RESOLUTION ADOPTING ASSESSMENT FOR WEED ELIMINATION FROM PRIVATE PROPERTY AND REMOVAL OR ELIMINATION OF PUBLIC HEALTH OR SAFETY HAZARDS FROM PRIVATE PROPERTY Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 M/Whalen, S/Garcia to approve the resolution adopting the assessment for unpaid false alarm user fees against private property. RESOLUTION NO. 11780 RESOLUTION ADOPTING ASSESSMENT FOR UNPAID FALSE ALARM FEES FROM PRIVATE PROPERTY Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 M/Whalen, S/Garcia to approve the resolution adopting the assessment for unpaid vacant property registration fees against private property. RESOLUTION NO. 11781 RESOLUTION ADOPTING ASSESSMENT FOR UNPAID VACANT PROPERTY Council Meeting Minutes -8- October 13, 2020 REGISTRATION FEES AGAINST PRIVATE PROPERTY Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 M/Whalen, S/Garcia to approve the resolution authorizing certification of unpaid water, sanitary sewer, storm water, and street light charges to the county auditor to be collected with other taxes on said properties. RESOLUTION NO. 11782 RESOLUTION AUTHORIZING CERTIFICATION OF UNPAID WATER, SANITARY SEWER, STORM WATER, AND STREET LIGHT CHARGES TO THE COUNTY AUDITOR TO BE COLLECTED WITH OTHER TAXES ON SAID PROPERTIES Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #11 CONDUCT A PUBLIC HEARING TO CONSIDER THE PLATTING AND VACATION OF RIGHT-OF-WAY AND UTILITY EASEMENTS AT 6228 PENN AVENUE SOUTH AND 6200 QUEEN AVENUE SOUTH (LUNDS & BYERLYS). STAFF REPORT NO. 126 Mayor Regan Gonzalez presented staff report 126 and opened the public hearing. She clarified the item does not include the site plan regarding the tree issue. M/Regan Gonzalez, S/Garcia to close the public hearing. Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Council Meeting Minutes -9- October 13, 2020 M/Supple, S/Whalen to (1) approve the attached transitory ordinance vacating road and utility easements over property located at 6200 and 6228 Penn Avenue South; and (2) approve the attached resolution granting approval of a final plat of Lunds of Richfield. RESOLUTION NO. 11783 RESOLUTION GRANTING APPROVAL OF A FINAL PLAT FOR LUNDS OF RICHFIELD Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #12 CONSIDER AN AMENDMENT TO APPROVE FINAL DEVELOPMENT PLANS FOR A MIXED USE DEVELOPMENT AT 101 66TH STREET EAST (66TH STREET AND 1ST AVENUE). THE PROPOSED AMENDMENT REDUCES COMMERCIAL SPACE AND INCREASES THE NUMBER OF APARTMENTS IN THE PROJECT. STAFF REPORT NO. 131 Council Member Garcia read staff report 131. Assistant Director Poehlman clarified the proposal will not significantly change the outside of the building but will make the bottom level living units versus commercial space. The change will alter the parking regulations. Council Member Garcia believes this will be an improvement to the original proposal. M/Garcia, S/Regan Gonzalez to approve the attached resolution approving an amendment to the conditional use permit and final development plans for 101 66th Street East. RESOLUTION NO. 11784 RESOLUTION APPROVING AN AMENDED FINAL DEVELOPMENT PLAN AND CONDITIONAL USE PERMIT FOR A PLANNED UNIT DEVELOPMENT AT 101 66TH STREET EAST Council Member Whalen agreed with Council Member Garcia in that this is an improvement with the addition of more affordable housing units. More housing units will reduce the amount of traffic versus having commercial space. He then asked where the trash and recycling will be located. Assistant Director Poehlman stated staff will continue to work with the developer to have trash and recycling inside the building. Executive Analyst Martinez Gavina took roll call vote: Council Meeting Minutes -10- October 13, 2020 Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #13 CONSIDER APPROVAL OF THE CLIMATE ACTION PLAN. STAFF REPORT NO. 132 Council Member Whalen read staff report 132 and thanked staff and the Sustainability Commission for weighing in on this item and contributing ideas. Director Markle thanked Sustainability Specialist Lindholm for her knowledge and expertise in guiding the city through this process. The plan has 80 action items to prioritize efforts and will have the ability to be assessed each year. This plan will work toward making the city more sustainable. Sustainability Specialist Lindholm thanked Council for guidance during the process and being advocates for the plan. Council Member Whalen reminded residents the plan was discussed in detail in a previous work session. He spoke of how this is a plan for action and the city will be able to see each year how the city is working toward becoming sustainable. There will be more ways for the public to get involved in the future. M/Whalen, S/Garcia to approve the Climate Action Plan. Mayor Regan Gonzalez emphasized that this is a living document and will continue to change each year. She then asked if there is a way for the Sustainability Commission to be aware of how many and what questions staff and Council are receiving regarding the CAP. Director Markle confirmed this can be added to the monthly agenda for the Sustainability Commission. Mayor Regan Gonzalez spoke of how it would be a great opportunity for residents to get real time information about what is being seen. She expressed her excitement to this plan become action and how it will affect the future work including equity and affordable housing. Sustainability Specialist Lindholm reminded Council and residents the Sustainability Commission is open for public comment as well. Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Council Meeting Minutes -11- October 13, 2020 Item #14 CITY MANAGER REPORT City Manager Rodriguez commented on the increase in community transmission of COVID and how fatigue is affecting everyone. She stated how important it is for people to stay home if not feeling well and to wash hands frequently as the cold and flu season is approaching quickly. Council Member Garcia expressed appreciation to residents for their patience while waiting to enter city hall to conduct business. Residents and staff are taking protocol very seriously and everyone is following instructions to keep everyone as safe as possible. Item #15 CLAIMS AND PAYROLL M/Garcia, S/Whalen that the following claims and payrolls be approved: U.S. Bank 10/13/2020 A/P Checks 291133 - 291566 $ 2,070,912.99 Payroll: 157167 - 157467 660,974.45 TOTAL $ 2,731,887.44 Executive Analyst Martinez Gavina took roll call vote: Regan Gonzalez: AYE Garcia: AYE Whalen: AYE Motion carried 3-0 Item #16 HATS OFF TO HOMETOWN HITS Council Member Garcia spoke of the importance of voting and crucial it is to partake. City hall is open for absentee voting and asked residents to please wear a mask and follow protocol. She then spoke of an event on October 24 from 10-2 where the Richfield Police Department will be open for a drive through prescription drop off and encouraged residents to properly dispose of those medications. She then thanked RPD for offering this service for the community. Council Member Whalen also emphasized the importance of voting. He then spok e of the virtual event for Building Dignity and Respect Standards Council that is a new partnership of a number of groups that work directly with city construction workers. The city continues to work toward fair treatment at a local level. He also reminded citizens of the WaterSmart portal information that was sent out and what a wonderful program where residents can track their water usage along with other tips and tricks. Mayor Regan Gonzalez thanked everyone who was able to attend and celebrate the exceptional event honoring Council Member Garcia. Council Meeting Minutes -12- October 13, 2020 Council Member Garcia commended staff for their support and efforts in planning the event. She commented on the loyalty she feels from the community as it is has truly good and decent people living in this city and. She spoke of her past office experience how grateful she is to have served Richfield. Mayor Regan Gonzalez thanked Council Member Garcia for her leadership and how she will continue to lead in the community as she is a true public servant. She spoke of how she will continue to inspire others and she has done so many times in the past. Mayor Regan Gonzalez reminded residents that recordings are available on the city website regarding City Council candidate forums. She also spoke of the three open positions on the Charter Commission. The term is four years and information can be found on the city website of how to apply. Lastly, she reminded residents to apply for the small business forgivable loans if they are in need. Item #17 ADJOURNMENT The meeting was adjourned by unanimous consent at 8:21 p.m. Date Approved: October 27, 2020 Maria Regan Gonzalez Mayor Kelly Wynn Katie Rodriguez Senior Office Assistant City Manager AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #3.A. STAFF RE P ORT NO. 133 CIT Y COUNCIL ME E T ING 10/27/2020 RE P O RT P RE PA RE D B Y: S cott K ulzer, A dministrative A ide/A nalyst D E PA RTME NT D IRE C TO R RE V IE W: K ristin A sher, P ublic Works D irector/C ity E ngineer 10/19/2020 O THE R D E PA RTM E NT RE V IE W: C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 10/20/2020 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Consider a resolution amending and restating the I-35W Solutions Alliance Joint Powers Agreement. E X E C UT IV E S UM M ARY: The I -35W Solutions Alliance was formed in 1989 to improve the capacity to move people and goods in the I - 35W corridor. Priority projects for the I -35W Solutions Alliance in the near term are as follows: I -35W /I -494 I nterchange I mprovements; I -35 Safety and Mobility I mprovements to C S A H 70 (Burnsville/Lakeville); D-Line Bus Rapid Transit; 77th St Underpass and I -494 Access Reconfiguration; and TH 13 I mprovements between US 169 and Nicollet Ave (Burnsville/Savage). Proposed amendment to the agreement includes an extension through December 31, 2030. The work of the group will continue to be be conducted through monthly meetings with the Board of Directors representing the cities and counties along I-35W. Member cities and counties include: Burnsville Bloomington Lakeville Richfield Savage Minneapolis Elko New Market Scott County Dakota County Hennepin County Dakota County Commissioner Liz Workman is the current Chair of the Alliance. RE C O M M E ND E D AC T I O N: By Motion: Adopt the resolution amending and restating the I-35W Solutions Alliance Joint Powers Agreement. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T About The I -35W Solutions Alliance, established in 1989, is a multi-jurisdictional J oint Powers Agreement among the cities of Bloomington, Burnsville, Elko New Market, Lakeville, Minneapolis, Richfield, Savage and Dakota, Hennepin and Scott Counties. The I -35W Solutions Alliance includes its partner agencies Minnesota Department of Transportation, Metropolitan Council, MetroTransit, and Minnesota Valley Transit Authority. W orking together, the I -35W Solutions Alliance members and agency partners along the I -35 Corridor between Lakeville and downtown Minneapolis, including Cedar Avenue/Hwy 77 and Hwy 169 and east/west connectors - support funding, building, operating and maintaining a robust multimodal transportation system that reduces congestion, improves safety, and enables the metropolitan area and the state of Minnesota to better compete with other areas of the United States and the world Mission W orking together to enhance safety, reduce congestion and maximize economic development along the I 35W corridor and its feeder routes; Cedar Ave/Hwy 77 and Hwy 169 by advocating for the funding, building and maintenance of a robust multimodal transportation system. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): The mission, priorities, and work of the I -35W Solutions Alliance allows Richfield to make strides towards the goals laid out in the Comprehensive Plan (Chapter 7 - Transportation). C.C R IT IC AL T IMIN G IS S U E S: The current I -35 Solutions Alliance J oint Powers Agreement expires at the end of 2020. D.F IN AN C IAL IMPAC T: Member cities pay annual dues to support the organization in its work. The 2020 dues policy is attached to this staff report. Based on the current dues framework, Richfield's annual membership dues are $3,000. E.L E GAL C ON S ID E R AT ION: The City Attorney has reviewed this J oint Powers Agreement and will be available to answer questions. ALTE R N AT IV E R E C O MME N D ATIO N(S): None P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: None AT TAC H ME N T S: D escription Type 35W A lliance J PA C ontract/A greement D ues P olicy and F und B alance P olicy 2020 E xhibit Resolution Resolution L etter Approved by the Board 10/8/2020 THIRD AMENDED AND RESTATED JOINT POWERS AGREEMENT ESTABLISHING THE I-35W SOLUTIONS ALLIANCE Approved by the Board 10/8/2020 1 THIRD AMENDED AND RESTATED JOINT POWERS AGREEMENT ESTABLISHING THE I-35W SOLUTIONS ALLIANCE The parties to this Agreement are Governmental Units of the State of Minnesota which have land in the Interstate 35W corridor, or are impacted by I-35W. This Agreement is made pursuant to the authority conferred upon the parties by Minnesota Statute §471.59. Section 1. Name. The parties hereby create and establish The I-35W Solutions Alliance. Section 2. General Purpose. The purpose of this Agreement is for the Governmental Units to jointly and cooperatively provide an organized effort to improve mobility for all transportation modes in the I-35W corridor, its feeder routes, and its traffic shed. Section 3. Definitions. Subdivision 1. “Solutions Alliance” means the joint powers organization created by this Agreement the full name of which is “The I-35W Solutions Alliance.” Subdivision 2. “Board” means the Board of Directors of the Solutions Alliance. Subdivision 3. “Ex-Officio Member” means a person or entity selected by the Solutions Alliance to have special status with the Solutions Alliance, with only the rights specified in this Agreement. Subdivision 4. “Governing Body” means the council, board, body or persons in which the powers of a Governmental Unit that is a Member of this Solutions Alliance is vested. Subdivision 5. “Governmental Unit” means any city, county or rail authority that is a party to this Agreement. Subdivision 6. “Member” means a Governmental Unit that is a party to this Agreement. Approved by the Board 10/8/2020 2 4. Membership. The Members of the Solutions Alliance shall consist of the following Governmental Units: City of Burnsville City of Bloomington City of Elko New Market City of Lakeville City of Richfield City of Savage Dakota County City of Minneapolis Hennepin County Regional Railroad Authority Scott County No change in governmental boundaries, structure, organizational status or character shall affect the eligibility of any Governmental Unit listed above to be represented on the Solutions Alliance as long as such Governmental Unit continues to exist as a separate political subdivision. Any other governmental entity may become a Member upon approval of the Board, execution of this Joint Power Agreement, and payment of the contribution prescribed by the Board. 5. Board of Directors. Subdivision 1. The governing body of the Solutions Alliance shall be its Board of Directors, which shall be responsible for managing its affairs, exercising its powers, and performing its duties. Subdivision 2. Each Member shall appoint up to two Directors and up to two Alternates. Directors shall serve at the pleasure of the appointing Member and may be removed only by the appointing Member. Vacancies shall be filled only by the appointing Member. Incumbent Directors serve until a successor has been designated. A Member shall provide written notice of appointments to the Secretary/Treasurer of the Solutions Alliance. Approved by the Board 10/8/2020 3 Subdivision 3. Directors shall serve without compensation from the Solutions Alliance. A Governmental Unit may provide compensation for a Director it appoints to the Board. Subdivision 4. Each Director shall have one vote. All votes must be cast by Directors or Alternates in attendance at a Board Meeting. Voting by proxy is not permitted. An Alternate may vote only in the absence of a Director of the same Member. A vote of the Board may take place via email in an emergency, if there is no objection from a Director or Alternate in case of the absence of a Director. Subdivision 5. A quorum shall consist of a majority of the Directors listed on the most current sign-in sheet, including Alternates that are in attendance on behalf of absent Directors. The sign-in sheet is the board roster and shall list all Directors and Alternates. Subdivision 6. A vacancy on the Board shall be filled by the Governing Body that made the appointment. Subdivision 7. The Board may create and appoint members to such committees as it determines necessary. Committee members, other than the chair of a committee, need not be a Director. 6. Ex-Officio Members. The Minnesota Department of Transportation, Metropolitan Council, Hennepin County, 494 Corridor Commission, the Minnesota Valley Transit Authority, and Metropolitan Council Members whose districts include part or all of a Governmental Unit shall be Ex-Officio Members. The Solutions Alliance Board may designate additional Ex-Officio Members. Ex-Officio Members may participate in discussions of the Solutions Alliance Board but may not vote. The Solutions Alliance may establish such further rules for Ex-Officio Members as it deems fit and proper that are not inconsistent with this agreement. Approved by the Board 10/8/2020 4 7. Powers and Duties of the Solution Alliance. The powers and duties of the Solutions Alliance shall include the power or duty to: Subdivision 1. Prepare and adopt a plan and seek passage of legislation by local, state and federal governments to improve mobility for all transportation modes in the I-35W corridor, its feeder routes, and its traffic shed. Subdivision 2. Cooperate with the Minnesota Department of Transportation and participate in preparation of environmental impact analyses of I-35W improvements, including preliminary geometric design and evaluation of high-occupancy vehicle lanes and transit on I-35W. Subdivision 3. Research and recommend funding strategies to enhance the movement of people and goods and relieve congestion in the I-35W corridor. Subdivision 4. Research and recommend funding strategies and seek legislation to improve traffic to relieve congestion, to create alternatives to traveling on I-35W, and to increase and improve the transportation of people and goods in the I-35W corridor. Subdivision 5. Research travel demand management strategies and ordinances, develop model ordinances and recommend joint action on such strategies and ordinances by the Members. Subdivision 6. Research and make recommendations to the Members regarding other matters related to the Solutions Alliance’s purpose. Subdivision 7. Cooperate with the Minnesota Department of Transportation and the Metropolitan Council in the development of transit operation plans that impact I-35W. Approved by the Board 10/8/2020 5 Subdivision 8. Monitor land use development, traffic volumes and travel characteristics in the I-35W corridor. Subdivision 9. Educate members and others on transportation issues regarding the movement of people and goods in the I-35W corridor. Subdivision 10. Consult with persons knowledgeable in transportation, such as research organizations, educational institutions, other political subdivisions, regulatory organizations, technical experts and any other persons who can provide pertinent information. Subdivision 11. Serve as a regional forum and cooperate or contract with the State of Minnesota or any subdivision thereof, the Metropolitan Council, or federal agency or private or public organization to accomplish the purposes for which The I-35W Solutions Alliance is organized. Subdivision 12. Contract for or purchase such insurance as the Board deems necessary for the protection of the Solutions Alliance. Subdivision 13. Accumulate reserve funds for the purposes herein mentioned and invest funds of the Solutions Alliance not currently needed for its operations. Subdivision 14. Collect money, subject to the provisions of this Agreement, from its Members and from any other source approved by a majority of its Board. Subdivision 15. Make contracts, employ consultants, incur expenses and make expenditures necessary and incidental to the effectuation of its purposes and powers. Contracts let and purchases made by the Solutions Alliance shall conform to the bid and contracting requirements of applicable state and/or federal law. All contract approvals require a majority vote of the Board. Approved by the Board 10/8/2020 6 Subdivision 16. Recommend changes in this Agreement to its Members. This Agreement may be amended by written agreement of all of the Governmental Units. The Effective Date of the Amendment shall be as provided in Section 15 of this Agreement. Subdivision 17. Exercise all other powers necessary and incidental to the implementation of the purposes and powers set forth herein. Subdivision 18. Cause to be made an annual audit of the books and accounts of the Solutions Alliance and to make and file a financial report to its Members at least once each year. The annual audit will be conducted by an audit committee comprised of at least one Member who is not our current Secretary/Treasurer or their designee. Subdivision 19. Keep books and records of The I-35W Solutions Alliance in accordance with Minn. Stat. Ch. 13 at the administrative center of the Member designated by the Board as the repository for them subject to agreement by the member to serve as the repository. 8. Meetings. Subdivision 1. The Board shall determine the time and place of regular meetings of the Board of Directors and shall hold such meetings as frequently as it determines necessary to carry out the purposes of the Solutions Alliance. Written notice of Board meetings shall be provided to all Members. Subdivision 2. Special meetings of the Board may be called by the Chair or upon written request of a majority of the Directors. Five days written notice of a special meeting shall be given to the Directors and Ex-Officio Members, unless waived in writing by each Director. Subdivision 3. Meetings of the Board and Committees shall be open to the public as required by the Open Meeting Law, Minnesota Statutes Chapter 13D. To the extent authorized by law, including but not limited to Minnesota Statutes Section 13D.021, meetings may be Approved by the Board 10/8/2020 7 conducted remotely, such as by telephone, interactive television, or other electronic means. Remote meetings require roll call votes on action items. 9. Officers. Subdivision 1. Number, election, qualifications – The officers of the Board shall consist of a Chair, a Vice-Chair, and a Secretary/Treasurer. Each Officer shall be elected annually by the Board and shall hold office until their successor takes office, earlier disqualification, death, resignation, or termination of appointment as a Director. The Board may vote to appoint an Officer to fill a remaining term of office if replacing an Officer who has departed the Board. All Officers must be Directors. No two Officers may be from the same Member. Two of the three Officers of the Board shall be elected officials. No Officer may serve more than four consecutive years in the same officer position. Subdivision 2. Chair; Vice-Chair - The Chair shall preside at all meetings of the Board and shall perform all duties incident to the office of Chair, and such other duties as may be delegated by the Board. The Vice-Chair shall act as Chair in the absence of the Chair. Subdivision 3. Secretary/Treasurer - The Secretary/Treasurer shall be responsible for keeping a record of all the proceedings of the Solutions Alliance. The Secretary/Treasurer may designate a person or persons to assist the Secretary/Treasurer in performance of their duties. The Secretary/Treasurer or designee shall send written notice of meetings and material pertaining to agenda items to each Director and Ex-Officio Member. The Secretary/Treasurer or designee shall have custody of the Solutions Alliance’s funds, shall collect its annual dues, pay its bills, shall keep its financial records, and generally conduct the financial affairs of the Solutions Alliance. The Secretary/Treasurer shall be responsible for such other matters as shall be delegated by the Board. Approved by the Board 10/8/2020 8 Subdivision 5. Other Officers - The Board may vote to appoint other Officers for a one year term if a new Officer position is deemed necessary, such as an Immediate Past Chair if the former Chair is active on the Board as a Director. Subdivision 6. All Officers of the Board will make up the Executive Committee, which will meet as deemed necessary by the Chair or a majority of the Committee. 10. Finances. Subdivision 1. The Solutions Alliance funds may be expended by the Board in accordance with this Agreement and in a manner determined by the Board. The Board may designate one or more national or state bank or trust companies authorized to receive deposits of public monies to act as depositories for the Solutions Alliance funds. It may contract with a Member to provide services and assistance regarding its funds. The Solutions Alliance shall designate its Officers, or the designee of an Officer, who shall be authorized to sign instruments. In no event shall there be a disbursement of Solutions Alliance funds without the signature of at least two of the designated authorized signatories. Subdivision 2. Each Member agrees to contribute annual dues to a general fund of the Solutions Alliance, said fund to be used for general administration purposes including, but not limited to: contracts for services and goods, salaries, supplies, carrying out the purpose of this Agreement, insurance, and bonds. The annual dues to be contributed by each Member shall be determined in accordance with a funding formula approved by the Board, and shall be paid by March 1 of each year. Subdivision 3. On or before July 1 of each year, the Board shall adopt a general administrative budget for the ensuing year and decide upon the total amount necessary for the general fund. The Treasurer of the Board shall certify the budget on or before July 1 to the clerk Approved by the Board 10/8/2020 9 of each Member, together with a statement of the proportion of the budget to be contributed by each Member as annual dues. Subdivision 4. Any Member may withdraw from the Solutions Alliance by giving notice to the Chair of the Solutions Alliance of such action by the Member’s Governing Body prior to August 1. If a Member gives notice after August 1 of their intent to leave the Alliance, that Member is required to pay the following year’s dues, unless the Board votes to allow the withdrawal. Any Member withdrawing under this provision shall have no further liability or obligation to the Solutions Alliance except for payment of its annual dues for the year in which it withdraws, and shall not be entitled to any refund from the Solutions Alliance. The withdrawal shall be effective on December 31 of the year of withdrawal, unless an earlier date is specified by the withdrawing Member. Subdivision 5. Any Member that has withdrawn from the Solutions Alliance, may, with the approval of the Board continue as an Ex-Officio Member without further financial contribution to the Solutions Alliance. 11. Miscellaneous. Subdivision 1. Any Member may conduct separate or concurrent studies on any matter under study by the Solutions Alliance. 12. Duration. Subdivision 1. Each Member agrees to be bound by the terms of this Agreement until December 31, 2030. This Agreement may be continued thereafter upon the written agreement of all the Members. Approved by the Board 10/8/2020 10 Subdivision 2. This Agreement may be terminated prior to December 31, 2030, by the written agreement of 3/4 of the Members. Subdivision 3. In addition to termination under Subdivision 2, above, any Member may petition the Board to dissolve the Solutions Alliance. Upon 30 days’ notice in writing to the clerk of each Member, the Board shall hold a meeting and upon affirmative vote by 3/4 of all eligible votes of then existing Directors, the Board may pass a resolution recommending that the Solutions Alliance be dissolved. If such a resolution is passed by the Board, the resolution shall be submitted to each Member and if ratified by 3/4 of the Governing Bodies of all Members within 60 days of the date the Board passed the resolution, the Board shall dissolve the Solutions Alliance after completing work in progress and disposing of all property owned by the Solutions Alliance. 13. Dissolution. Upon dissolution of the Solutions Alliance, all property of the Solutions Alliance shall be sold and the proceeds thereof, together with monies on hand, shall be distributed to the Members of the Solutions Alliance. Such distribution of Solutions Alliance assets to the Members shall be made in proportion to the annual dues each contributed to the Solutions Alliance as required by the last annual budget. The Chair shall notify all Members of the Solutions Alliance when the dissolution process and distribution of property has been completed, and at that time the Solution Alliance shall be dissolved. 14. Separate Public Entity. Subdivision 1. The I-35W Solutions Alliance is a separate and distinct public entity to which the parties have transferred all responsibility and control for actions taken pursuant to this Agreement. The I-35W Solutions Alliance shall comply with all laws and rules that govern a Approved by the Board 10/8/2020 11 public entity in the State of Minnesota and shall be entitled to the protections of Minn. Stat. Ch. 466. Subdivision 2. The I-35W Solutions Alliance shall fully defend, indemnify and hold harmless the parties against all claims, losses, liability, suits, judgments, costs and expenses by reason of the action or inaction of the Board of Directors and/or agents of the I-35W Solutions Alliance. This Agreement to indemnify and hold harmless does not constitute a waiver of limitations on liability provided under Minn. Stat. Sec. 466.04. To the full extent permitted by law, action by parties pursuant to this Agreement are intended to be and shall be construed as a “cooperative activity” and it is the intent of the parties that they shall be deemed a “single governmental unit” for the purposes of liability, as set forth in M.S.§. 471.59, Subd. 1a(a), provided further that for purposes of that statute, each party to the Agreement expressly declines responsibility for the acts or omissions of the other parties. The parties to this Agreement are not liable for the acts or omissions of the other parties to this Agreement except to the extent they have agreed in writing to be responsible for the acts or omissions of the other parties. 15. Effective Date. This Amended and Restated Joint Powers Agreement shall be effective December 31, 2020, after all Members file a certified copy of a resolution approving the Amendment and upon the execution of this Agreement by all Members. All Members need not sign the same copy. Each Member shall file the resolution and signed Agreement with the City Manager of the City of Burnsville, who shall notify the Members in writing when all Members have done so. Approved by the Board 10/8/2020 12 IN WITNESS WHEREOF, the undersigned Governmental Units, by action of their Governing Bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statute §471.59. Approved by the Board 10/8/2020 13 CITY OF BLOOMINGTON Approved by the City Council on BY: Attest , 2020 CITY OF BURNSVILLE Approved by the City Council on BY: Attest , 2020 CITY OF ELKO NEW MARKET Approved by the City Council on BY: ___________________________________ Attest __________________________________ _______________________, 2020 CITY OF LAKEVILLE Approved by the City Council on BY: Attest , 2020 CITY OF MINNEAPOLIS Approved by the City Council on BY: Attest , 2020 CITY OF RICHFIELD Approved by the City Council on BY: Attest , 2020 CITY OF SAVAGE Approved by the City Council on BY: Attest , 2020 DAKOTA COUNTY Approved by the Dakota County Board BY: Attest , 2020 HENNEPIN COUNTY REGIONAL RAIL AUTHORITY Approved by the Hennepin County Regional Railroad Authority Board BY: Attest , 2020 SCOTT COUNTY Approved by Scott County Board BY: ________________________________ Attest , 2020 THE I-35W SOLUTIONS ALLIANCE DUES BASED UPON POPULATION POLICY AND FUND BALANCE POLICY BE IT RESOLVED that the Board adopts the following policies: Policy 1 – Dues Based Upon Population There shall be three categories of dues based upon the following population level: Population Dues Category 19,999 or less $2,000 20,000 to 59,999 $3,000 60,000 and above $6,000 Policy 2 – Fund Balance Policy Member organizations shall pay dues according to the current Dues Based Upon Population policy until a surplus equivalent to 1 year’s total membership dues is reached, which is currently $50k. Upon such time said surplus is reached at the end of any year, dues shall decrease proportionately for all member organizations to fund only anticipated annual expenses until such time the Alliance starts utilizing said fund balance for any purpose. Fees shall then increase according to the Dues Based Upon Population policy above until the surplus equivalent to 1 year’s total membership dues is reached again. Adopted by the Board of Directors on September 10, 2020. THE I-35W SOLUTIONS ALLIANCE By ________________________________ Chair By ________________________________ Secretary RESOLUTION NO. RESOLUTION APPROVING THE THIRD AMENDED AND RESTATED JOINT POWERS AGREEMENT ESTABLISHING THE I-35W SOLUTIONS ALLIANCE WHEREAS, the City Council of Richfield is the official governing body of the City of Richfield; and WHEREAS, the City of Richfield is a member of the Joint Powers Agreement creating and establishing the I-35W Solutions Alliance; and WHEREAS, the existing Joint Powers Agreement will expire on December 31, 2020, unless continued upon written agreement by all members; and WHEREAS, it is in the best interests of the City of Richfield, the region and the state to continue the work of the I-35W Solutions Alliance. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, Minnesota, as follows: 1. That the City Council of the City of Richfield hereby approves and adopts the Third Amended and Restated Joint Powers Agreement attached to this resolution. 2. That the City Council of the City of Richfield will execute the Third Amended and Restated Joint Powers Agreement, and that a certified copy of this resolution approving it will be filed with the City Clerk of Burnsville, Minnesota. Adopted by the City Council of the City of Richfield, Minnesota this 27th day of October 2020. ______________________________ Maria Regan Gonzalez, Mayor ATTEST: _____________________________ Elizabeth VanHoose, City Clerk AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #3.B. STAFF RE P ORT NO. 134 CIT Y COUNCIL ME E T ING 10/27/2020 RE P O RT P RE PA RE D B Y: S cott K ulzer, A dministrative A ide/A nalyst D E PA RTME NT D IRE C TO R RE V IE W: K ristin A sher, P ublic Works D irector/C ity E ngineer 10/19/2020 O THE R D E PA RTM E NT RE V IE W: N/A C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 10/20/2020 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Consider the approval of a resolution authorizing the Source Water Protection Plan Implementation Grant agreement between the City of Richfield and the Minnesota Department of Health (MD H). E X E C UT IV E S UM M ARY: Grant Award I n March of 2020, the City of Richfield applied for a Source Water Protection Plan I mplementation Grant. I n May of 2020 the City received notice that the grant application had been approved. The total grant awarded is $2,930 with the funding available until April 30, 2021. Task 1 Part of this grant will be used to prepare and mail information to owners of chemical storage and hazardous waste generator properties in the Drinking W ater Supply Management Area (D W S MA) to encourage them to conduct self-audits of their chemical storage/handling and waste handling and to request a site visit from the Minnesota Technical Assistance Program (MnTA P). Property owners will become aware of issues related to their chemical storage or waste generation and handling and learn of available assistance for identifying ways to improve chemical storage and minimize and properly dispose of their waste. Task 2 T he remainder of the grant will be used to develop wellhead and source water protection program information for periodic distribution via Richfield's news and events notification systems and/or posting on the City's website. T his distributed and posted information is intended to educate owners of properties in the D WSMA and the general public about the City's Wellhead and Source Water Protection Program, groundwater protection principles, and steps that everyone can take to protect the City's municipal water supply. RE C O M M E ND E D AC T I O N: By Motion: Approve the resolution authorizing the Source W ater Protection Plan Implementation Grant agreement between the City of Richfield and MD H. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T See executive summary. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): Minnesota Statutes section 465.03 requires that the City approve a resolution accepting any and all grant funds. C.C R IT IC AL T IMIN G IS S U E S: Terms of the grant agreement are effective following adoption of the resolution through April 30, 2021. The allotted grant funds must be spent by April 30, 2021. D.F IN AN C IAL IMPAC T: The grant money aids in reducing the costs associated with managing the City of Richfield Wellhead Protection Plan – Part 2, items 7.3.4, 7.4.1 & 7.4.3. E.L E GAL C ON S ID E R AT ION: The City attorney has reviewed the grant agreement. ALTE R N AT IV E R E C O MME N D ATIO N(S): None P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: None AT TAC H ME N T S: D escription Type S W P Implementation Grant A greement C ontract/A greement S W P Implementation Grant A greement Resolution C ontract/A greement RESOLUTION NO. _____ RESOLUTION AUTHORIZING THE CITY OF RICHFIELD TO ENTER INTO A SOURCE WATER PROTECTION PLAN IMPLEMENTATION GRANT AGREEMENT WITH THE MINNESOTA DEPARTMENT OF HEALTH FOR $2,930 TO BE USED IN THE CONTINUED PUBLIC EDUCATION AND ENFORCEMENT OF THE CITY OF RICHFIELD WELLHEAD PROTECTION PLAN – PART 2. WHEREAS, the City of Richfield Public Works Department has applied for and received a Source Water Protection Plan Implementation Grant in the amount of $2,930; and WHEREAS, The City intends to use these funds to aid in the continued public education and enforcement of the City’s Wellhead Protection Plan – Part 2; and WHEREAS, Minnesota statute 465.03 requires every acceptance of a grant or devise of real personal property on terms prescribed by the donor be made by resolution by a two-thirds majority of the City Council. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota as follows: 1. The City Council of the City of Richfield hereby authorizes the Mayor and City Manager to enter into a Source Water Protection Plan Implementation Grant agreement with the Minnesota Department of Health in the amount of $2,930. 2. Appropriate City personnel are authorized to administer the funds in accordance with the grant agreement and the terms described by the Minnesota Department of Health. Adopted by the City Council of the City of Richfield, Minnesota this 27th day of October, 2020. Maria Regan Gonzalez, Mayor ATTEST: Elizabeth VanHoose, City Clerk AGENDA SECTION:RESOLUTIONS AGENDA ITEM #5. STAFF RE P ORT NO. 135 CIT Y COUNCIL ME E T ING 10/27/2020 RE P O RT P RE PA RE D B Y: C hris Regis, F inance D irecor D E PA RTME NT D IRE C TO R RE V IE W: C hris Regis, F inance D irector 10/19/2020 O THE R D E PA RTM E NT RE V IE W: N/A . C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 10/20/2020 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Consider a resolution awarding the sale of $3,255,000 General Obligation Refunding Bonds, Series 2020B. E X E C UT IV E S UM M ARY: I n 2012 the City issued the $2,120,000 G.O. Street Reconstruction Bonds, Series 2012A. The 2012A bonds were issued to fund the 76th Street East Reconstruction Project. I n 2013 the City issued the $2,770,000 G.O. Storm Sewer Bonds Series 2013B. The 2013B bonds were issued to fund costs related to the Richfield Parkway Project. I nterest rates continue to be at low levels, and the City’s fiscal consultant, Ehlers & Associates, I nc. periodically reviews the City’s outstanding bond issues to determine which issues, if any are feasible for refunding. Upon the latest review of the bond issues, Ehlers & Associates, I nc. recommends undertaking a bond refunding of the Series 2012A and 2013B to take advantage of the low interest rates and realize interest savings. For this refunding the savings is estimated to be $245,428. Bids on the 2020B General Obligation Refunding Bonds are due in the offices of Ehlers & Associates, I nc. on Tuesday October 27, 2020. A representative from Ehlers & Associates, I nc. will be present for the City Council meeting to recommend the successful bidder and review attached documents, and provide information that is absent from the resolution and available only after the bidding on the bonds has closed. Following Ehlers and Associates, I nc. recommendation it would be appropriate for the City Council to award the bond sale to the qualified buyer and undertake other related actions necessary as delineated in the approving resolution. The anticipated closing on the 2020B Bonds is scheduled for November 19, 2020. RE C O M M E ND E D AC T I O N: By Motion: Approval of the attached resolution awarding the sale of General Obligation Refunding Bonds, Series 2020B, in the original aggregate principal amount of $3,255,000; Fixing their form and specifications; Directing their execution and delivery; and providing for their payment; and providing for the redemption of bonds refunded thereby. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T W ith regard to the Series 2013B bonds, the City entered into a Memorandum of Understanding (MOU) with the Minnehaha Creek W atershed District (MC W D) regarding the construction of a regional storm water treatment facility, including treatment for Legion Lake and Taft Lake, the Legion/Taft Lake I mprovement Project. The Series 2013B bonds were issued to fund this project. I n addition, the City and MC W D entered into a Cooperative Agreement regarding each of their roles of the project. This agreement was approved by the City Council on October 9, 2012. I ncluded within the agreement the City would issue general obligation storm water revenue bonds to finance the project. Accordingly, the agreement would require the MC W D to pay storm water charges sufficient to pay principal and interest on the bonds. Portions of the project were constructed on the property of the Metropolitan Airports Commission (MA C). The City and the MA C have an existing Park and Recreation Facilities Lease Agreement covering the property that portions of the project were constructed on. I f the MA C should cancel this agreement, and the project ceases its ability to perform due to the loss of the land rights from the MA C, obligation of the MC W D to make storm water utility payments to the City will cease and the City will take over any remaining bond payments for the remaining life of the bond. W ith the refunding of the Series 2013B bonds, the cooperative agreement will need to be amended to reflect the new payment amounts. The amendment to the Cooperative Agreement will go before the MC W D board for approval at their October 22, 2020 meeting. The call for sale of the bonds was approved by the City Council at the September 22, 2020 City Council meeting. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): None. C.C R IT IC AL T IMIN G IS S U E S: The sale of the refunding bonds at this time will allow the City to take advantage of the low interest rates and realize interest savings. D.F IN AN C IAL IMPAC T: On the basis of Ehlers & Associates, I nc. review, it appears that the current interest rate climate makes it feasible to refund the two bond issues. The type of refunding being presented is a current refunding. I n a current refunding transaction, the bonds being refunded will either all mature or be redeemed within 90 days or less from the date of issuance of the refunding issue. The City would then begin to make payments on the newly issued “refunding bonds.” The current outstanding principal balance of the 2012A and 2013B bonds is $1,385,000 and $1,775,000 respectively. The City will continue to make the principal and interest payments up to and on the refunding date. The $3,255,000 G.O. Refunding Bonds, Series 2020B are being issued to provide funds for a current refunding on February 1, 2021, on all of the City’s callable G.O. Street Reconstruction Bonds, Series 2012A and callable G.O. Storm Sewer Bonds, Series 2013B. I t is estimated that this refinancing under current rates would reduce the combined interest costs of paying these two debt issues by approximately $245,428. This savings expressed in present value terms is estimated to be 7.373% of the refunded principal or $233,001. The bonds are being issued for a 12-year period; this does not extend the term of the original issue. The maturity date of the new refunding issue will be the same as the two current outstanding issues. E.L E GAL C ON S ID E R AT ION: Legal Counsel has reviewed the Pre-Sale report and the attached resolution. ALTE R N AT IV E R E C O MME N D ATIO N(S): None. P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: Rebecca Kurtz, Ehlers & Associates, I nc. AT TAC H ME N T S: D escription Type 2020B B onds S ale Resolution L etter Extract of Minutes of Meeting of the City Council of the City of Richfield, Hennepin County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Richfield, Minnesota, was duly held by teleconference or other electronic means on Tuesday, October 27, 2020, commencing at 7:00 P.M. The teleconference was held in accordance with Minnesota Statutes, Section 13D.021, and pursuant to a resolution adopted by the City Council on March 18, 2020. The following members were present: and the following were absent: * * * * * * * * * The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City’s General Obligation Refunding Bonds, Series 2020B, to be issued in the original aggregate principal amount of $3,110,000. The City Manager presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached. After due consideration of the proposals, Member __________ then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 2 RESOLUTION NO. ___________ A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020B, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $3,110,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY BE IT RESOLVED By the City Council (the “City Council”) of the City of Richfield, Hennepin County, Minnesota (the “City”) as follows: Section 1. Sale of Bonds. 1.01. Authority. (a) Pursuant to Minnesota Statutes, Chapter 475, as amended including Section 475.58, subdivision 3b (the “Street Reconstruction Act”), the City issued its General Obligation Street Reconstruction Bonds, Series 2012A (the “Refunded Street Reconstruction Bonds”), dated September 6, 2012, in the original aggregate principal amount of $2,120,000, currently outstanding in the principal amount of $1,485,000, of which $1,385,000 in principal amount is subject to redemption on or after February 1, 2021. The proceeds of the Refunded Street Reconstruction Bonds financed the costs of street reconstruction projects authorized under the City’s five-year street reconstruction plan adopted by the City Council on August 9, 2011 (the “Street Reconstruction”). (b) Pursuant to Minnesota Statutes, Chapters 444 and 475, as amended (the “Utility Revenue Act”), the City issued its General Obligation Stormwater Revenue Bonds, Series 2013B (the “Refunded Stormwater Revenue Bonds”), dated March 21, 2013, in the original aggregate principal amount of $2,770,000, currently outstanding in the principal amount of $1,905,000, of which $1,775,000 in principal amount is subject to redemption on or after February 1, 2021. The proceeds of the Refunded Stormwater Revenue Bonds were used to finance a regional stormwater treatment facility to treat the entire Taft Lake watershed (the “Stormwater System Improvements”). The City and the Minnehaha Creek Watershed District (the “District”) entered into a Cooperative Agreement, dated February 5, 2013, as amended by the First Amendment to Cooperative Agreement, dated April 11, 2014 (as amended, the “Original Cooperative Agreement”), pursuant to which the District pledged stormwater utility charges to the payment of the Refunded Stormwater Revenue Bonds. (c) The City is authorized by Minnesota Statutes, Section 475.67, subdivision 3 to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. 3 (d) It is necessary and desirable for the reduction of debt service costs to the City that the City issue its General Obligation Refunding Bonds, Series 2020B (the “Bonds”), in the original aggregate principal amount of $3,110,000, pursuant to the Street Reconstruction Act and the Utility Revenue Act (together, the “Act”), specifically Section 475.67, subdivision 3, to (i) redeem and prepay the outstanding principal amount of the Refunded Street Reconstruction Bonds on February 1, 2021 (the “Redemption Date”), thereby refinancing the Street Reconstruction; and (ii) redeem and prepay the outstanding principal amount of the Refunded Stormwater Revenue Bonds on the Redemption Date, thereby refinancing the Stormwater System Improvements. (e) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent municipal advisor in connection with such sale. The actions of the City staff and municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of Northland Securities, Inc., Minneapolis, Minnesota (the “Purchaser”), to purchase the Bonds is hereby determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $3,213,368.97 (par amount of $3,110,000.00, plus original issue premium of $125,038.70, less underwriter’s discount of $21,669.73), plus accrued interest, if any, to date of delivery, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2022 2.000% 2028 2.000% 2023 2.000 2029 2.000 2024 2.000 2030 1.100 2025 2.000 2031 1.200 2026 2.000 2032 1.300 2027 2.000 2033 1.400 True interest cost: 1.0941841% 1.03. Purchase Contract. The sum of $140,688.97, being the amount proposed by the Purchaser in excess of $3,072,680.00, shall be credited to the accounts in the Debt Service Fund hereinafter created or deposited in the Redemption Fund hereinafter created, as determined by the Finance Director of the City in consultation with the City’s municipal advisor. The Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act, specifically Section 475.67, subdivision 3, in the total principal amount of $3,110,000, originally dated November 19, 2020, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature serially on February 1 in the years and amounts as follows: 4 Year Amount Year Amount 2022 $220,000 2028 $265,000 2023 240,000 2029 270,000 2024 240,000 2030 270,000 2025 250,000 2031 275,000 2026 250,000 2032 285,000 2027 260,000 2033 285,000 (a) $1,370,000 in principal amount of the Bonds (the “Street Reconstruction Refunding Bonds”), maturing on February 1 in the years and in the amounts set forth below, will be used to refund the Refunded Street Reconstruction Bonds and thereby refinance the Street Reconstruction: Year Amount Year Amount 2022 $100,000 2028 $115,000 2023 105,000 2029 120,000 2024 105,000 2030 120,000 2025 110,000 2031 120,000 2026 110,000 2032 125,000 2027 115,000 2033 125,000 (b) The remainder of the Bonds in the principal amount of $1,740,000 (the “Stormwater Revenue Refunding Bonds”), maturing on February 1 in the years and in the amounts set forth below, are being issued to refund the Refunded Stormwater Revenue Bonds and thereby refinance the Stormwater System Improvements: Year Amount Year Amount 2022 $120,000 2028 $150,000 2023 135,000 2029 150,000 2024 135,000 2030 150,000 2025 140,000 2031 155,000 2026 140,000 2032 160,000 2027 145,000 2033 160,000 1.05. Optional Redemption. The City may elect on February 1, 2029, and on any day thereafter to prepay Bonds due on or after February 1, 2030. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 5 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2021, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a 6 registered owner or upon the owner’s order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon thirty (30) days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of the City Council, the Finance Director must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the Finance Director and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has 7 been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. Section 3. Form of Bond. 3.01. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Refunding Bonds, Series 2020B Debt Service Fund (the “Debt Service Fund”) hereby created. The Debt Service Fund shall be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The City will maintain the following accounts in the Debt Service Fund: the “Street Reconstruction Account” and the “Stormwater Revenue Account.” Amounts in the Street Reconstruction Account are irrevocably pledged to the Street Reconstruction Refunding Bonds, and amounts in the Stormwater Revenue Account are irrevocably pledged to the Stormwater Revenue Refunding Bonds. (a) Street Reconstruction Account. Proceeds of the ad valorem taxes hereinafter levied (the “Taxes”) for the payment of the Street Reconstruction Refunding Bonds are hereby pledged to the Street Reconstruction Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and interest on the Street Reconstruction Refunding Bonds. There is also appropriated to the Street Reconstruction Account a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. (b) Stormwater Revenue Account. The City will continue to maintain and operate its Stormwater Fund to which will be credited all gross revenues of the stormwater system and out of which will be paid all normal and reasonable expenses of current operations of such system. Any balance therein is deemed net revenues (the “Net Revenues”) and will be transferred from time to time to the Stormwater Revenue Account of the Debt Service Fund, which Stormwater Revenue Account shall be used to pay the principal of and interest on the Stormwater Revenue Refunding Bonds and any other bonds similarly authorized. Pursuant to Section 444.075, subdivision 3 of the Utility Revenue Act, the Net Revenues shall include payments made by the District pursuant to the Original Cooperative Agreement, as amended by the Second Amendment to Cooperative Agreement (hereinafter defined). There will always be retained in the Stormwater Revenue Account a sufficient amount to pay principal of and interest on the Stormwater Revenue Refunding Bonds, and the Finance Director must report any current or anticipated deficiency in the Stormwater Revenue Account to the City Council. There is appropriated to the Stormwater Revenue Account a 8 pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. 4.02. Redemption Fund. All proceeds of the Bonds, less the appropriations made in Section 4.01 hereof and the costs of issuance of the Bonds, will be deposited in a separate fund (the “Redemption Fund”) to be used solely to redeem and prepay the Refunded Street Reconstruction Bonds and the Refunded Stormwater Revenue Bonds (together, the “Refunded Bonds”) on the Redemption Date. Any balance remaining in the Redemption Fund after the redemption of the Refunded Bonds on the Redemption Date shall be deposited in the accounts within the Debt Service Fund herein created. 4.03. Prior Debt Service Funds. (a) The debt service fund heretofore established for the Refunded Street Reconstruction Bonds pursuant to the resolution providing for the issuance and sale of the Refunded Street Reconstruction Bonds (the “Refunded Street Reconstruction Bonds Resolution”) shall be closed following the redemption of the Refunded Street Reconstruction Bonds, and all monies therein shall be transferred to the Street Reconstruction Account of the Debt Service Fund herein created. (b) The debt service fund heretofore established for the Refunded Stormwater Revenue Bonds pursuant to the resolution providing for the issuance and sale of the Refunded Stormwater Revenue Bonds (the “Refunded Stormwater Revenue Bonds Resolution”) shall be closed following the redemption of the Refunded Stormwater Revenue Bonds, and all monies therein shall be transferred to the Stormwater Revenue Account of the Debt Service Fund herein created. 4.04. Prior Resolution Pledges. The pledges and covenants of the City made by the Refunded Stormwater Revenue Bonds Resolution relating to the ownership, protection of, and other particulars governing the operation and financial management of the stormwater system of the City and the Stormwater System Improvements are restated and confirmed in all respects. The provisions of the Refunded Stormwater Revenue Bonds Resolution are hereby supplemented to the extent necessary to give full effect to the provisions hereof. 4.05. General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which are available for such purpose, and such general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. 4.06. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Street Reconstruction Refunding Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such Taxes will be credited to the Street Reconstruction Account of the Debt Service Fund above provided and will be in the years and amounts attached hereto as EXHIBIT C. 4.07. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It is hereby determined that the estimated collection of the foregoing Net Revenues and Taxes will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and 9 interest payments on the Bonds. The tax levy herein provided will be irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual tax levies the Finance Director may certify to the Taxpayer Services Division Manager of Hennepin County, Minnesota (the “Taxpayer Services Division Manager”) the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such year by the amount so certified. 4.08. Cancellation of Levy for Refunded Street Reconstruction Bonds. Following the payment in full of all outstanding principal of and interest due on the Refunded Street Reconstruction Bonds on the Redemption Date, the Finance Director is hereby directed to certify such fact to and request the Taxpayer Services Division Manager to cancel any and all tax levies made by the Refunded Street Reconstruction Bonds Resolution. 4.09. Certification of Taxpayer Services Division Manager as to Registration. The City Manager is directed to file a certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Section 475.63 of the Act. Section 5. Refunding of Refunded Bonds; Findings; Redemption of Refunded Bonds. 5.01. Purpose of Refunding. On the Redemption Date, the Refunded Street Reconstruction Bonds will be called for redemption in the principal amount of $1,385,000, and the Refunded Stormwater Revenue Bonds will be called for redemption in the principal amount of $1,775,000. It is hereby found and determined that based upon information presently available from the City’s municipal advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Refunded Bonds, is consistent with covenants made with the holders of the Refunded Bonds and is necessary and desirable for the reduction of debt service costs to the City. 5.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Bonds deposited in the Redemption Fund, along with any other funds on hand in the debt service funds established for the Refunded Bonds, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Refunded Bonds. 5.03. Redemption; Date of Redemption; Notices of Call for Redemption. The Refunded Bonds maturing after the Redemption Date will be redeemed and prepaid on the Redemption Date. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the forms of Notice of Call for Redemption attached hereto as EXHIBITS D-1 and D-2, which terms and conditions are hereby approved and incorporated herein by reference. The registrars for the Refunded Bonds are authorized and directed to send a copy of the respective Notice of Call for Redemption to each registered holder of the Refunded Bonds at least thirty (30) days prior to the Redemption Date. Section 6. Authentication of Transcript. 6.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 10 6.02. Amended Cooperative Agreement. The Mayor and the City Manager are hereby authorized and directed to execute on behalf of the City a Second Amendment to Cooperative Agreement (the “Second Amendment to Cooperative Agreement”) with the District in substantially the form on file with the City. 6.03. Certification as to Official Statement. The Mayor, the City Manager, and the Finance Director are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the offering materials are a complete and accurate representation of the facts and representations made therein as of the date of the offering materials. 6.04. Other Certificates. The Mayor, the City Manager, and the Finance Director are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager, and the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 6.05. Electronic Signatures. The electronic signature of the Mayor, the City Manager, the City Clerk, and/or the Finance Director to this resolution, the Second Amendment to Cooperative Agreement, and any certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the City thereto. For purposes hereof, (i) “electronic signature” means a manually signed original signature that is then transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message. 6.06. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Old National Bank, Chaska, Minnesota, on the closing date for further distribution as directed by the City’s municipal advisor, Ehlers and Associates, Inc. Section 7. Tax Covenant. 7.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 7.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 11 7.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be “private activity bonds” within the meaning of Sections 103 and 141 through 150 of the Code. 7.04. Qualified Tax-Exempt Obligations. In order to qualify the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not “private activity bonds” as defined in Section 141 of the Code; (b) the City designates the Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2020 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2020 have been designated for purposes of Section 265(b)(3) of the Code. 7.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 8. Book-Entry System; Limited Obligation of City. 8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 8.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest 12 on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 8.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 8.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC’s Operational Arrangements as set forth in the Representation Letter. Section 9. Continuing Disclosure. 9.01. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 9.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 10. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full 13 payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. (The remainder of this page is intentionally left blank.) 14 The motion for the adoption of the foregoing resolution was duly seconded by Member _______________, and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 15 Passed and adopted this 27th day of October, 2020. Mayor Attest: City Clerk A-1 EXHIBIT A PROPOSALS B-1 EXHIBIT B FORM OF BOND No. R-___ UNITED STATES OF AMERICA $___________ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD GENERAL OBLIGATION REFUNDING BOND SERIES 2020B Rate Maturity Date of Original Issue CUSIP February 1, 20__ November 19, 2020 Registered Owner: Cede & Co. The City of Richfield, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and for value received promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $__________ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing August 1, 2021, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Bond Trust Services Corporation, Roseville, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1, 2029, and on any day thereafter to prepay Bonds due on or after February 1, 2030. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $3,110,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on October 27, 2020 (the “Resolution”), for the purpose of providing money to refund the outstanding principal amount of certain general obligation bonds of the City, pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 444 and 475, as B-2 amended, including Section 475.58, subdivision 3b and Section 475.67, subdivision 3. The principal hereof and interest hereon are payable in part from net revenues from the stormwater system of the City and in part from ad valorem taxes, a as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in net revenues and taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. The City Council has designated the issue of Bonds of which this Bond forms a part as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) relating to disallowance of interest expense for financial institutions. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner’s attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner’s attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or statutory limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. B-3 IN WITNESS WHEREOF, the City of Richfield, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: November 19, 2020 CITY OF RICHFIELD, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager _________________________________ CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BOND TRUST SERVICES CORPORATION By Authorized Representative _________________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT _________ Custodian _________ (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of _______________ JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ________________________________________ B-4 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________ the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________ attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor’s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee _________________________________ B-5 PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Date of Registration Registered Owner Signature of Officer of Registrar Cede & Co. Federal ID #13-2555119 C-1 EXHIBIT C TAX LEVY SCHEDULE FOR STREET RECONSTRUCTION BONDS D-1-1 EXHIBIT D-1 NOTICE OF CALL FOR REDEMPTION FOR THE REFUNDED STREET RECONSTRUCTION BONDS $2,120,000 CITY OF RICHFIELD, MINNESOTA GENERAL OBLIGATION STREET RECONSTRUCTION BONDS SERIES 2012A NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Richfield, Minnesota (the “City”), there have been called for redemption and prepayment on February 1, 2021 all outstanding bonds of the City designated as General Obligation Street Reconstruction Bonds, Series 2012A, dated September 6, 2012, having stated maturity dates of February 1 in the years 2023 through 2033, both inclusive, totaling $1,385,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2023 $205,000 763325 5S2 2025 215,000 763325 5U7 2027 225,000 763325 5W3 2029 235,000 763325 5Y9 2031 245,000 763325 6A0 2033 260,000 763325 6C6 The bonds are being called at a price of par plus accrued interest to February 1, 2021, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113, on or before February 1, 2021. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. Dated: _________________, 2020. BY ORDER OF THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA By /s/ Katie Rodriguez City Manager City of Richfield, Minnesota D-2-1 EXHIBIT D-2 NOTICE OF CALL FOR REDEMPTION FOR THE REFUNDED STORMWATER REVENUE BONDS $2,770,000 CITY OF RICHFIELD, MINNESOTA GENERAL OBLIGATION STORMWATER REVENUE BONDS SERIES 2013B NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Richfield, Minnesota (the “City”), there have been called for redemption and prepayment on February 1, 2021 all outstanding bonds of the City designated as General Obligation Stormwater Revenue Fund Bonds, Series 2013B, dated March 21, 2013, having stated maturity dates of February 1 in the years 2022 through 2033, both inclusive, totaling $1,775,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2022 $130,000 763325 7W1 2023 135,000 763325 7X9 2025 275,000 763325 7Z4 2027 285,000 763325 8B6 2029 300,000 763325 8D2 2031 315,000 763325 8F7 2033 335,000 763325 8H3 The bonds are being called at a price of par plus accrued interest to February 1, 2021, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113, on or before February 1, 2021. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. Dated: _________________, 2020. D-2-2 BY ORDER OF THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA By /s/ Katie Rodriguez City Manager City of Richfield, Minnesota STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) SS. ) CITY OF RICHFIELD ) I, being the duly qualified and acting City Clerk of the City of Richfield, Hennepin County, Minnesota (the “City”), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on October 27, 2020 with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City’s General Obligation Refunding Bonds, Series 2020B, in the original aggregate principal amount of $3,110,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this ______ day of ________________, 2020. City Clerk City of Richfield, Minnesota (SEAL) RC145-738 (JAE) 680710v4 AGENDA SECTION:OTHER BUSINESS AGENDA ITEM #6. STAFF RE P ORT NO. 136 CIT Y COUNCIL ME E T ING 10/27/2020 RE P O RT P RE PA RE D B Y: C hris Regis, F inance D irecor D E PA RTME NT D IRE C TO R RE V IE W: C hris Regis, F inance D irector 10/19/2020 O THE R D E PA RTM E NT RE V IE W: K ristin A sher, P ublic Works D irector C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 10/20/2020 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Approval of the Second Amendment to the Cooperative Agreement between the City of Richfield and the Minnehaha Creek Watershed District with regards to the Legion/Taft Lake Improvement Project. E X E C UT IV E S UM M ARY: At the October 9, 2012 City Council meeting, the City Council approved the Cooperative Agreement between the City of Richfield (City) and the Minnehaha Creek Watershed District (MC W D). At the February 26, 2013 City Council meeting, the Council approved the sale of the $2,770,000 General Obligation Storm W ater Revenue Bonds, Series 2013B. The bonds were sold as part of the Cooperative Agreement to fund the Legion/Taft Lake I mprovement Project. As part of the Cooperative Agreement, MC W D made payments to the City to cover the annual debt service costs of the Series 2013B bonds. At the September 22, 2020 and October 27, 2020 City Council meeting, staff brought before the City Council the proposal to refund the Series 2013B bonds with the $3,255,000 General Obligation Refunding Bonds, Series 2020B. Due to the refunding of the original Series 2013B bonds, the Cooperative Agreement will need to be amended to reflect the new debt service schedule. RE C O M M E ND E D AC T I O N: By Motion: Approve the Execution of a Second Amendment to the Cooperative Agreement between the City of Richfield and the Minnehaha Creek Watershed District with respect to the Legion/Taft Lake Improvement Project. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T The MC W D has reviewed the amended Cooperative Agreement. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): N/A. C.C R IT IC AL T IMIN G IS S U E S: The second amendment to the Cooperative Agreement will go before the MC W D board at its October 22, 2020 meeting. D.F IN AN C IAL IMPAC T: The savings with the refunding of the Series 2013B bonds is estimated to be $137,638 over the remaining term of the bonds. E.L E GAL C ON S ID E R AT ION: The City Attorney has reviewed and updated the amendment to the Cooperative Agreement. ALTE R N AT IV E R E C O MME N D ATIO N(S): None. P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: None. AT TAC H ME N T S: D escription Type S econd A mendment C ooperative A greement C ontract/A greement C opy of October 9, 2012 C ity C ouncil S taff Report E xhibit Original C ooperative A greement C ity and MC W D B ackup Material F irst A mendment to the C ooperative A greement B ackup Material SECOND AMENDMENT TO COOPERATIVE AGREEMENT City of Richfield and Minnehaha Creek Watershed District TAFT-LEGION LAKE VOLUME AND LOAN REDUCTION PROJECT This Second Amendment to Cooperative Agreement, dated November 19, 2020 (the “Second Amendment to Agreement”), is made by and between the Minnehaha Creek Watershed District, a watershed district with purposes and powers as set forth in Minnesota Statutes, Chapters 103B and 103D (the “MCWD”), and the City of Richfield, Minnesota, a city and political subdivision organized under its Charter and the laws of the State of Minnesota (the “City”). RECITALS A. The MCWD and the City entered into a Cooperative Agreement, dated February 5, 2013, as amended by a First Amendment to Cooperative Agreement, dated April 11, 2014 (the “Original Agreement”), pursuant to which the City agreed to construct, operate, and maintain a multiphased water quality improvement project for Legion and Taft Lakes in the City, identified as the Taft-Legion Lake Regional Volume and Load Reduction Project. B. Under the terms of the Original Agreement, the MCWD, as a user of the City’s storm water utility, agreed to make payments to the City in amounts sufficient to pay the principal of and interest on the City’s General Obligation Stormwater Revenue Bonds, Series 2013B (the “MCWD Project Bonds”), issued on March 21, 2013, in the original aggregate principal amount of $2,770,000. C. Pursuant to a resolution adopted by the City Council of the City on October 27, 2020, the City is issuing its General Obligation Refunding Bonds, Series 2020B (the “Series 2020B Bonds”), in the original aggregate principal amount of [$3,255,000], and will use [$1,825,000] of the proceeds of the Series 2020B Bonds (the “MCWD Project Refunding Bonds”) to refund the outstanding MCWD Project Bonds on February 1, 2021. D. The City and the MCWD are entering into this Second Amendment Agreement to provide for the MCWD’s pledge to make payments to the City in an amount sufficient to pay the principal of and interest on the MCWD Project Refunding Bonds, in accordance with Section 2.07 of the Original Agreement. THEREFORE the City and the MCWD agree as follows: A. Section 2.02 is revised to read as follows: 2.02. MCWD Payments – MCWD Project Refunding Bonds. As a user of the City’s storm water utility, the MCWD agrees to make payments to the City in the amounts set forth in Attachment A. Such payments shall be made three business days prior to each February 1 and August 1 during the term of the MCWD Project Refunding Bonds issued by the City. The storm water utility charges to be paid by MCWD are to provide the City with sufficient funds to pay the principal of and interest on the MCWD Project Refunding Bonds issued by the City. The storm water utility charges payable by the MCWD are as follows: Principal of MCWD Project Refunding Bonds: not to exceed $_________ Bond Issuance Costs: _________ Interest: _________ “Bond issuance costs” includes underwriter compensation, reasonable legal and professional fees, the rating agency fee, the cost to print the official statement and limited and standard miscellaneous costs such as copy costs and underwriting regulatory fees. B. The Original Agreement, as amended by this Second Amendment to Agreement, shall be deemed to be the “Agreement.” C. Attachment A to this Second Amendment to Agreement, attached hereto and incorporated herein, replaces Attachment A to the Original Agreement and henceforth constitutes Attachment A of the Agreement. D. Except as explicitly amended hereby, the Original Agreement and all terms therein remain in full force and effect. (The remainder of this page is intentionally left blank.) S-1 IN TESTIMONY WHEREOF, the City and the MCWD have executed this Second Amendment to Cooperative Agreement by their authorized officers as of the date and year first written above. CITY OF RICHFIELD, MINNESOTA By Its Mayor By Its City Manager S-2 Execution page of the MCWD to the Second Amendment to Cooperative Agreement, dated as of the date and year first written above. MINNEHAHA CREEK WATERSHED DISTRICT By Its President Approved for form and execution: MCWD Counsel A-1 ATTACHMENT A REVISED MCWD PAYMENT SCHEDULE [Insert schedule based on debt service schedule from Ehlers] RC145-738 (JAE) 680564v2