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07-11-17 HRA Agenda PacketA G E N D A Regular Meeting of the Housing and Redevelopment Authority Golden Valley City Hall 7800 Golden Valley Road Council Chamber July 11, 2017 6:30 pm Pages 1.Roll Call 2.Approval of Agenda 3.Approval of Minutes - Regular Meeting - April 13, 2017 3 4.Approval of Bills: Reimbursement of City Expenditures 4 City of Golden Valley $12,000.00 Bank Mutual 12,417.05 TOTAL $24,417.05 Bill Summary: General Fund $12,000.00 North Wirth Capital Project Fund $12,417.05 Highway 55 West Capital Project Fund Winnetka-Medicine Lake Capital Project Fund ________ TOTAL $24,417.05 5.Receipt of Financial Reports 5-7 6.Tennant Company’s World Headquarters Expansion A. Resolution Expressing Intent to Consider Establishment of a Tax Increment Finance District for The Tennant Company’s World Headquarters Expansion 17-03 8-10 7.Douglas Drive Corridor Redevelopment Area A. Resolution Adopting the Redevelopment Plan for the Douglas Drive Corridor Project Area 17-04 11-23 8.Liberty Crossing Development Agreement A. Consider First Amendment to the Development Agreement with Liberty Crossing Development Partners, LLC 24-30 9.Highway 55 West Area A. Resolution Authorizing Execution of a Tax Increment Pledge Agreement with the City Regarding Approximately $1,935,000 General Obligation Tax Increment and Improvement Bonds, Series 2017B 17-05 31-58 10.First Consideration - Adoption of Proposed By-Law Amendments - Resetting Annual and Regular Meeting Date 59-60 11.Adjournment UNOFFICIAL MINUTES HOUSING AND REDEVELOPMENT AUTHORITY MEETING GOLDEN VALLEY, MINNESOTA April 13, 2017 Housing and Redevelopment Authority Chair Snope called the meeting to order at 6:30 pm. 1. Roll Call The following members were present: Commissioners Joanie Clausen, Larry Fonnest, Shep Harris, Steve Schmidgall and Andy Snope. Also present were HRA Director Timothy Cruikshank and Administrative Assistant Judy Nally. 2. Approval of Agenda MOTION made by Commissioner Schmidgall, seconded by Commissioner Clausen to approve the agenda as submitted and the motion carried. 3. Approval of Minutes - Regular Meeting of January 10, 2017 MOTION made by Commissioner Schmidgall, seconded by Commissioner Harris to approve the Regular Housing and Redevelopment Authority minutes of January 10, 2017, as submitted and motion carried. 4. Approval of Bills MOTION made by Commissioner Schmidgall, seconded by Commissioner Clausen to approve the bills as submitted and the motion carried. 5. Receipt of March 2017 Financial Reports MOTION made by Commissioner Schmidgall, seconded by Commissioner Clausen to receive and file the March 2017 Financial Reports and motion carried. 6. Authorization to Sign Amendment to Legal Services Agreement with Best & Flanagan MOTION made by Commissioner Schmidgall, seconded by Commissioner Clausen to authorize the Director to sign the Legal Services Agreement between the Housing and Redevelopment Authority in and for the City of Golden Valley and Best & Flanagan, LLP dated March 22, 2017, which reduces the partner hourly rate to $175 per hour and extends the term of the agreement for a period of one additional year through December 31, 2018 and the motion carried. 7. Adjournment MOTION made by Commissioner Schmidgall, seconded by Commissioner Clausen and motion carried to adjourn the meeting at 6:35 pm. _______________________________ Andy Snope, Chair ATTEST: ____________________________________ Judy Nally, Administrative Assistant Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting July 11, 2017 Agenda Item 4. Reimbursement of City Expenditures Prepared By Sue Virnig, Finance Director Summary As of June 30, 2017 the following expenditures were paid by the City on various check registers and need to be reimbursed by the HRA: City Expenditures:Amount 1000 HRA Audit Services (City) EFT $12,000.00 1000 Bank Mutual 12,417.05 $24,417.05 HRA Expenditures: 9000 General Fund ($27,576.69-Developer Deposits)$24,417.05 $24,417.05 *Asterisk items are reimbursed by deposits held for developers. Recommended Action Motion to approve reimbursing the City of Golden Valley $12,000 by EFT and Bank Mutual $12,417.05 (check #4080). Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting July 11, 2017 Agenda Item 5. Receipt of June 2017 Financial Reports Prepared By Sue Virnig, Finance Director Summary Attached are the June 2017 Financial Reports for Housing and Redevelopment Authority (HRA) review. Staff will address questions from the HRA before or at the meeting. Attachments •HRA General Fund Budget Report (1 page) •HRA Capital Project Funds Report (1 page) Recommended Action Motion to receive and file the June 2017 HRA Financial Reports. Percentage Of Year Completed 50% Over % Of 2017 April-June YTD (Under)Budget Revenue Budget Actual Actual Budget Received Interest Earnings (2)0 0.00 0.00 0.00 Fund Balance 19,000 0.00 0.00 (19,000.00) Totals $19,000 0.00 0.00 (19,000.00)0.00% Over % Of 2017 April-June YTD (Under)Budget Expenditures Budget Actual Actual Budget Expended Legal Services (1)$5,000 0.00 246.00 (4,754.00)4.92% Audit 12,000 12,000.00 12,000.00 0.00 100.00% Totals $17,000 12,000.00 12,246.00 (4,754.00)72.04% Notes: (1) Includes May to date billings from Best & Flanagan. (2) Interest will be allocated at year end. HRA of Golden Valley General Fund June 2017 Budget Report (unaudited) HRA Of Golden Valley Capital Project Funds 2017 Financial Report 9300 9400 9250 Hwy 55/ Winnetka North West 2 Med Lk Rd Wirth #3 3 Cash Balance @ 04/01/17 ($529.41) $0.00 $0.00 Add: Receipts: Interest Lease revenue Increment Received 12,417.05 Less: Expenditures: City of Golden Valley(1) Payment to Bank Mutual (12,417.05) TIF Payment-Hennepin County 0.00 0.00 *will be paid with TIF in 2017 Cash Balance @ 03/30/17 ($529.41) $0.00 $0.00 (1) Breakdown on City Expenditures Memo (2) Reinbursed when increment is received. (3) Pay Go Note remaining $196,643.42 Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting July 11, 2017 Agenda Item 6. Consider Establishment of a Tax Incrementing District for Tennant Company’s World Headquarters Expansion Prepared By Marc Nevinski, Physical Development Director Summary Staff has been working with Tennant Company over the past six months on its plans to expand its world headquarters on its main campus, which is located in the northwest quadrant of Highway 100 and Highway 55. The expansion plans include assembling a number of properties adjacent to the campus, relocating Damascus Way to the intersection of the frontage road and Zane Ave, removing a number of buildings in the area, and constructing a world headquarters office building, which is expected to be 75,000 to 90,000 square feet. The new office building will allow Tennant Company to consolidate its Golden Valley operations and open up its Corporate Woods office property on Douglas Drive for redevelopment. Oppidan Investment Company, on behalf of Tennant Company, has submitted an application for tax increment financing (TIF) to facilitate the expansion. The HRA is asked to consider the attached resolution expressing its intent to consider the establishment of a TIF district to facilitate the world headquarters expansion. Attachment •Resolution of the Housing and Redevelopment Authority in and for the City of Golden Valley, Hennepin County, Minnesota Expressing Intent to Consider Establishment of a Tax Increment Finance District for the Tennant Company’s World Headquarters Expansion (2 pages) Recommended Action Motion to adopt Resolution expressing the intent to consider the establishment of a tax increment financing district for the Tennant Company’s World Headquarters expansion. Resolution 17-03 July 11, 2017 Commissioner introduced the following and moved its adoption: RESOLUTION OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA EXPRESSING INTENT TO CONSIDER ESTABLISHMENT OF A TAX INCREMENT FINANCE DISTRICT FOR THE TENNANT COMPANY’S WORLD HEADQUARTERS EXPANSION WHEREAS, Tennant Company was founded in 1870 in northeast Minneapolis, and located in its headquarters in Golden Valley in 1957, and will turn 150 years old in 2019; and WHEREAS, Tennant Company continues to grow and wishes to consolidate its local facilities in Golden Valley with the construction of a new World Headquarters office building to be located on its main campus; and WHEREAS, Tennant Company currently employs over 900 people in Golden Valley and expects to employ more in the future; and WHEREAS, the expansion plans Tennant Company is considering will reduce blight, promote investment, expand the tax base, use land more efficiently, improve water quality, and increase employment in the city; and WHEREAS, the redevelopment of Tennant Company’s Corporate Woods property located on Douglas Drive will result in additional investment and development along the Douglas Drive corridor; and WHEREAS, the expansion of Tennant Company will require considerable expenditures for acquisition, site assembly, grading, and infrastructure; and WHEREAS, it is anticipated that the expansion of Tennant Company will require assistance in the form of the Tax Increment Financing in order to achieve financial feasibility; and WHEREAS, Tennant Company has submitted an application requesting Tax Increment Financing. NOW THEREFORE BE IT RESOVED, that subject to approval of the Golden Valley City Council and the HRA and evidence that tax increment assistance for Tennant Company meets the requirements of Minnesota Statutes, Sections 469.174 through 1794 (the TIF Act), the HRA intends to consider establishment of a Tax Increment Finance district limited in terms sufficient to meet financial requirements of Tennant Company in compliance with the TIF Act. Resolution 17-03 -2-July 11, 2017 _____________________________ Andy Snope, Chair ATTEST: _________________________________ Timothy J. Cruikshank, Executive Director The motion for the adoption of the foregoing resolution was seconded by Commissioner upon a 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, signed by the Chair and his signature attested by the Executive Director. STATEMENT OF PURPOSE: This resolution expresses intent to consider the creation of a Tax Increment Finance district as needed subject to City Council and HRA approval and verification of compliance with all provisions of the TIF Act for the Tennant Company World Headquarters expansion project. Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting July 11, 2017 Agenda Item 7. Adoption of Modifications to Douglas Drive Corridor Redevelopment Plan Prepared By Kayla Grover, Community Development Intern Marc Nevinski, Physical Development Director Summary The HRA and City Council have discussed the redevelopment of parcels along the Douglas Drive Corridor from Medicine Lake Road to Minnesota Trunk Highway 55. In conformance with MN Statutes 469, the Douglas Drive Corridor Redevelopment Plan has been prepared, which, once adopted, enables the HRA to utilize its authority and powers to facilitate redevelopment in the area. The Redevelopment Plan outlines the current conditions in the area, discusses a redevelopment proposal for several parcels in the plan’s project area, and identifies a series of public interest goals to be achieved through redevelopment. The modifications to the plan include the addition of parcels along and near Douglas Drive. Specifically, a parcel in the southwest quadrant of Douglas Drive and Golden Valley Road is proposed to be added, as are parcels located east of the Canadian Pacific railroad, south of the Union Pacific Railroad, west of Highway 100 and north of Highway 55. The HRA is asked to approve the modified Redevelopment Plan and forward the plan to the Planning Commission for its review and comment. The City Council will then hold a public hearing before considering adoption of the Redevelopment Plan. Attachments •Resolution of the Housing and Redevelopment Authority in and for the City of Golden Valley, Hennepin County, Minnesota Adopting the Redevelopment Plan for the Douglas Drive Corridor Project Area (12 pages) Recommended Action Motion to adopt Resolution of the Housing and Redevelopment Authority in and for the City of Golden Valley, Hennepin County, Minnesota Adopting Modifications to the Redevelopment Plan for the Douglas Drive Corridor Project Area. Resolution 17-04 July 11, 2017 Commissioner introduced the following and moved its adoption: RESOLUTION OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA ADOPTING MODIFICATIONS TO THE REDEVELOPMENT PLAN FOR THE DOUGLAS DRIVE CORRIDOR PROJECT AREA BE IT RESOLVED by Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota (the “Authority”), as follows: 1. Project Plan Review. The Authority has reviewed the Redevelopment Plan (the “Project Plan”) for the Douglas Drive Corridor Redevelopment Project Area (the “Redevelopment Project”) attached hereto. 2. Adoption. The Project Plan is hereby adopted, subject to approval by the Planning Commission and the City Council as provided in Section 4, based on the findings in Section 3 hereof. 3. Findings for Approval of Project Plan. The Authority hereby makes the following findings: 3.01. The Project Plan proposes that the Authority undertake certain redevelopment activities for the purpose of encouraging redevelopment of properties in the Redevelopment Project. 3.02. The land in the Redevelopment Project would not be made available for development without the financial aid to be sought since private developers could not economically develop the Redevelopment Project without the proposed redevelopment activities. 3.03. The Project Plan will afford maximum opportunity, consistent with the needs of the City as a whole, for the redevelopment of the Redevelopment Project by private enterprise. The redevelopment activities contemplated in the Project Plan would help to retard blight in the Redevelopment Project and provide an increase in employment and housing opportunities in the City and enhance the tax base of the City and overlapping taxing jurisdictions. 3.04. The redevelopment activities proposed by the Project Plan conform or will conform to the general plan for the development or redevelopment of the City as a whole as proposed to be modified. The redevelopment activities will be subject to obtaining necessary land use approvals. 3.05. The Project Plan provides an outline for the development or redevelopment of the area and is sufficiently complete to indicate its relationship to definite local objectives as to appropriate land uses and to indicate general land uses and general standards of development or redevelopment. Resolution 17-04 -2-July 11, 2017 4. Transmittal. The Authority does hereby transmit the Project Plan to the Golden Valley Planning Commission to affirm the findings of the Authority in Section 3.04, and to Golden Valley City Council for approval after the same has been considered by the Council subsequent to a public hearing to be held in accordance with Minnesota Statutes, Chapter 469. 5. Filing. Following approval by the City Council, the Director is hereby authorized and directed to file the Project Plan with the Commissioner of the Minnesota Department of Revenue and the Office of the State Auditor pursuant to Minnesota Statutes, Section 469.175, subdivision 4a. _____________________________ Andy Snope, Chair ATTEST: _____________________________ Timothy J. Cruikshank, Executive Director The motion for the adoption of the foregoing resolution was seconded by Commissioner upon a 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, signed by the Chair and his signature attested by the Executive Director. Redevelopment Plan for Douglas Drive Corridor Redevelopment Project Area 1 Redevelopment Plan for Douglas Drive Corridor Redevelopment Project Area Section 1. Introduction As part of a goal-setting session in 2006 the City Council identified Douglas Drive (CSAH 102) as a primary area of concern for the future of the City. As part of the 2008 update of the Comprehensive Plan, the City again identified the Douglas Drive Corridor from Medicine Lake Road (CSAH 70) to Minnesota Trunk Highway (TH) 55 as a priority for further study. There is significant through traffic from communities to the north and the mixture of land uses along the corridor in Golden Valley adds even more traffic. The volume of traffic combined with limited public right-of-way available for expansion will present challenges to improving this corridor and its public infrastructure. Traffic is heavy along the corridor due to its designation by Hennepin County as a minor arterial corridor. Its mixture of land uses including single-family, multi-family, offices, retail, schools, churches and industrial uses, some of which are blighted, could through redevelopment, become a more vibrant, integrated community. The initial focus of redevelopment has been on the east side of Douglas Drive between Duluth Street (CR 66) and the Union Pacific Railroad right-of-way. The City desires to look at this area in a comprehensive manner. The existing land use is a mixture of low-and-high density housing, some relatively new and some blighted, as well as office, commercial and industrial uses. Since the inception of the Douglas Drive Corridor Redevelopment Area, the City has partnered with Hennepin County to reconstruct Douglas Drive from Minnesota Trunk Highway 55 to Medicine Lake Road. This project includes construction of accessible sidewalks on both sides of the roadway for its entire length, dedicated on-street bike lanes, and lane realignments and traffic control improvements to encourage redevelopment opportunities. The new infrastructure is designed to last another 50 years with basic maintenance, and the project is anticipated to be completed in November 2017. Private investments within the project area includes the construction of a new operation facility by Centerpoint Energy, which brings additional employment to the area and maximizes land use, as well as reinvestment in the Douglas Drive Apartments. South of Golden Valley Road to the Union Pacific Railroad and south of the Union Pacific Railroad to Minnesota Trunk Highway 55 will be an additional focus of redevelopment going forward. The existing land use is primarily industrial and office as well as some single family homes and a residential facility. As an area where redevelopment and change are anticipated, this area offers significant opportunities to improve the Douglas Drive Corridor. Section 2. Statement of Need and Public Purpose, Statutory Authorization The Authority finds that there is a need for development within the City and the Project Area in order to provide employment and housing opportunities, to improve the local tax base, and to improve the general economy of the City and the State. The economic security of the people in the City depends upon proper development of property that meets any one of a number of conditions, including properties whose values are too low to pay 2 for the public services required or rendered and properties whose lack of use or improper use has resulted in stagnant or unproductive land that could otherwise contribute to the public health, safety, and welfare. The Authority finds that in many cases such property cannot be developed without public participation and assistance in various forms including property acquisition and/or write- down, proper planning, the financing of development costs associated with clearance, grading and soil correction, and the making of various other public and private improvements necessary for development. In cases where the development of property cannot be done by private enterprise alone, the Authority believes it to be in the public interest to consider the exercise of its powers, to advance and spend public money, and to provide the means and impetus for such development. The Authority finds that in certain cases property within the Project Area would not or may not be available for development without the specific financial aid to be sought, that the Redevelopment Plan will afford maximum opportunity, consistent with the needs of the City as a whole, for the development of the Project Area by private enterprise, and that this Redevelopment Plan Conforms to the general plan for the development of the City as a whole. It is the intention of the Governing Body, notwithstanding the enumeration of specific goals and objectives in the Redevelopment Plan, that the Authority shall have and enjoy with respect to the Project Area the full range of powers and duties conferred upon the Authority pursuant to the HRA Act, the TIF Act, municipal housing and redevelopment authority laws, and such other legal authority as the Authority may have or enjoy from time to time. The HRA Act authorizes the Authority to exercise all the powers relating to a housing and redevelopment authority granted under Minnesota Statutes, Sections 469.001 to 469.047, or other law. Section 3. Background When Douglas Drive was initially constructed, the surrounding land uses were more rural in nature. Now a number of major employers including Honeywell and Tennant Company have a significant presence in the corridor and the average daily traffic on various sections of the corridor in Golden Valley range from 10,000 to 14,000 vehicle trips per day. The presence of numerous schools (Sandburg School, King of Grace Lutheran School and Perpich School of Performing Arts) and recreational facilities (Sandburg fields, Honeywell Little League field, Seeman and Hampshire Parks, and the Three Rivers Luce Line Trail) in the corridor increase the need for improved safety for non-motorized transportation. The Three Rivers Park District has constructed a portion of the Luce Line Trail through Golden Valley that provides a bicycle connection to regional amenities such as French Park in Plymouth and Wirth Park in Minneapolis. When the original Douglas Drive Redevelopment Area was established there were no safe north-south connections to this trail for bikers and pedestrians. In order to improve these connections Golden Valley received funding through the Non-Motorized Transportation Act to study this corridor and plan for future improvements to pedestrian, bicycle and transit connections in this corridor. The Principles for this study are outlined below. 3 Section 4. Principles 1. Improve connectivity and functionality for all transportation modes.Douglas Drive, which is classified as a county state-aid highway in the Hennepin County Transportation Plan and minor arterial road in the City’s Comprehensive Plan, has historically focused on motorized vehicles. Traffic volume has increased significantly over the years as has the need for better, safer pedestrian and non-motorized transportation and transit options. Intersection improvements at Highway 55 / Douglas Drive and other key major and minor intersections within the corridor are critical to safer and improved movement for pedestrians, non-motorized and vehicular traffic in the corridor. 2. Enable the corridor to maintain a diverse mix of land uses, including residential, commercial and industrial.A mix of activities, uses and densities will help to sustain the corridor through changing economic cycles, consumer preferences and housing trends. Clustered and mixed uses can create synergies, increase transit use and enhance the level of pedestrian activity. 3. Maximize integration rather than separation of land uses, where appropriate. Many land uses can benefit from increased integration with one another, including neighborhood-serving retail, multi-family and senior housing, offices, and low-impact services. Non-residential corridor uses should be buffered from adjacent residential neighborhoods. 4. Maintain the corridor as an employment center.Jobs within the corridor help maintain Golden Valley’s jobs-housing balance while sustaining commercial enterprises. Retaining ‘living wage’ jobs should be a priority. 5. Improve the visual coherence and attractiveness of the corridor.Improvements in streetscapes, landscaped areas, open spaces, building aesthetics and parking/service areas all contribute to a more unified and visually appealing environment, with an increased sense of identity. Buildings and other private improvements should make positive contributions to the corridor and the broader public realm, while public improvements should set the standard for private investment. 6. Foster neighborhood-serving retail and services.Multimodal links to commercial development should be enhanced. 7. Foster sustainable development and work to establish a balance between urban and natural systems. Encourage the application of green building and infrastructure techniques. Examples include low-impact development that maintains the natural functions of the land, encourages reduced stormwater runoff and fosters resource conservation and the use of renewable systems in new construction. Section 5. Goals and Objectives The current mix of incompatible land uses, minimal building setbacks from a high-traffic road, and the desirability of buffering residential uses from the high volume of traffic make the corridor an ideal candidate for broader redevelopment. A goal of the redevelopment addressed through the Douglas Drive reconstruction in partnership with Hennepin County has been to provide for additional right-of-way, including addressing impediments in the 4 right-of-way (electrical poles, fire hydrants, utility boxes, etc.) that have complicated the infrastructure needs for the area and impeded pedestrian and bike access. Other goals, such as consolidating corridor land uses, require further redevelopment to address. To achieve its mission of structured redevelopment, this Plan has identified six goals with related objectives to encourage cohesive planning and structured redevelopment within the corridor. It then outlines policies that will help to achieve the goals and objectives. Goal 1 – Improve vehicle, bicycle and pedestrian transportation. Objectives Improved roadway with added pedestrian and non-motorized transportation facilities Complete streets that meet vehicle, bicycle and pedestrian needs Reduced impediments in the sidewalks Undergrounded utilities Consolidated access points onto Douglas Drive Goal 2 – Redevelop obsolete properties. Objectives Blighted, functionally obsolete, and/or economically unsustainable buildings removed New uses compatible with existing uses Goal 3 – Create jobs and life-cycle housing. Objectives Increased high-paying jobs Housing stock that is maintained or improved Higher density housing Housing for seniors and young families Affordable housing Commercial uses that serve the community Goal 4 – Require design that is sustainable and aesthetically pleasing. Objectives Enhanced community identity through features which reflect Golden Valley Visually attractive development that complements its surroundings Buildings constructed with environmentally sustainable ‘green building’ practices (Development that meets environmental criteria set forth by Leadership in Energy and Environmental Design (LEED) and the United States Department of Energy). Active living criteria included in design Goal 5 –Protect the environment. Objectives Wetlands that are protected and enhanced Land free of soil and wetland contamination Arborous environments Natural features retained and native vegetation (re)established Co-located uses that reduce the amount of auto travel and corresponding air pollution Best shoreline management practices implemented along Bassett Creek 5 Goal 6 – Maintain a regional framework. Objectives Growth compatible with the Metropolitan Council development framework Public infrastructure designed in cooperation with Hennepin County, Three Rivers Park District, and the Minnesota Department of Transportation Participation in grant programs available through Hennepin County, the Metropolitan Council and other agencies A positive relationship with surrounding communities and governmental agencies Continued participation in cooperative traffic management strategies Improved transit options Section 6. Policies Land Use The City will study planned land uses to determine the need or desirability of individual parcel or area-wide comprehensive plan or zoning amendments to accommodate desired land uses. The City and HRA will assure that its review processes, zoning, and building regulations will promote desired development projects. The City will assure that new uses in the redevelopment area are compatible with existing development and the City’s land use plan. The City and HRA will review existing corridor properties to consider their long term viability and/or options for alternative uses. Land use plans will promote mixed use developments and increased density where appropriate, in keeping with the Metropolitan Council’s regional growth strategy. Financing The City and HRA will identify criteria to target redevelopment funds such as tax increment financing, tax abatements, Livable Communities, Community Development Block Grants and other funding made available by the legislature or other agencies or governmental units. The City and HRA will consider providing public assistance to redevelopment projects that serve a substantial public purpose, remove blight, or mitigate contamination. The City and HRA will consider using land write-downs to subsidize redevelopment projects. Redevelopment funding will be paired with other funding options such as assessments, based on the Golden Valley Special Assessment Policy. The City will consider franchise fees and utility surcharges to underwrite the cost of utility and infrastructure upgrades. 6 Design and Environmental Standards The City will promote best practices to meet the highest environmental standards. The City and HRA will identify approaches and/or incentives to promote a corridor beautification program. This program will include both public and private components. The City will monitor ongoing research on sustainable development initiatives to guide redevelopment and future updates of this plan. Transportation The City will work with Metropolitan Transit to monitor transportation needs of area residents and workers and identify ways to improve transportation services including improving transit routes, and working with area businesses to develop transportation management plans. The City will work with Hennepin County, the State of Minnesota and other agencies to design and seek funding for an improved roadway with added pedestrian and non- motorized transportation facilities that meet city, county and state needs. Section 7. Redevelopment Area Defined In 2008-09 the City studied the full length of Douglas Drive from Medicine Lake Road on the north to Trunk Highway 55 on the south. The Douglas Drive Redevelopment Area includes the Douglas Drive street right-of-way and parcels on the east side of the street from Duluth St. to the Union Pacific railroad right-of-way to the south. This is an area that had no pedestrian infrastructure prior to the establishment of the Douglas Drive Redevelopment Area and is centered on a significant area of multifamily housing, making it a focal point for redevelopment. The full Douglas Drive Redevelopment Area is identified on Map A. The area is divided into four subsections, based on land use. Area A-1 Area A-1 extends from Duluth Street south to the Canadian Pacific Railroad and is guided Commercial and Office. It has three parcels, with the following land uses: two gas stations and a multi-tenant office. Area A-2 Area A-2 extends from the Canadian Pacific Railroad south to Golden Valley Road. It is guided for Medium and High Density Residential. Existing land uses range from single family, duplex, and triplex units to three- to five- story rental apartment and condominium buildings and railroad facilities. The Metropolitan Council has identified this rail corridor for a regional, mixed-use trail on its 2030 Regional Parks System Map. Area A-3 Area A-3 extends from Golden Valley Road south to the Union Pacific Railroad/Luce Line Trail. It has only one parcel which is guided Industrial. A CenterPoint Energy peaking plant and maintenance center and a CenterPoint Energy operation facility built in 2015 currently occupy this site. 7 Area A-4 Area A-4 includes eight total parcels: one parcel, which currently houses offices owned by Tennant Company, sits at the southwest corner of Golden Valley Road and Douglas Drive and extends south to the Union Pacific Railroad. Additionally seven contiguous parcels, three of which are owned by Tennant Company, are located east of the Douglas Drive corridor and are bounded by the Canadian Pacific railroad on the west, the Union Pacific Railroad on the north, Highway 100 on the east and Highway 55 on the south. The area is guided for industrial and office use. Current land uses are industrial and office buildings, with the exception of two single family homes and a residential facility. Common features for all of the areas include inadequate or no sidewalk and electrical poles and overhead lines that would impede the development of sidewalks. There is pedestrian access on intersecting east-west roads including sidewalks on Duluth Street and Golden Valley Road and the Luce Line Trail along the Union Pacific right-of-way. Section 8. Redevelopment Opportunities Infrastructure A main objective of redevelopment is the provision of public infrastructure, including: road improvements that accommodate existing and future development along the corridor while limiting direct access to the road; sidewalk, trail and bicycle facilities in conjunction with the roadway or in the CP Rail corridor that bisects and runs adjacent to the Redevelopment Area; ponding and storm sewer facilities that meet current environmental standards; and water and sanitary sewer upgrades to meet current and future needs. Area A-1 Proposed land uses for Area A-1 include commercial and office development consistent with its location near the key intersection of Douglas Drive and Duluth Street. The goal of redevelopment would be to provide high-quality uses and reduce the number of access points on both Douglas Drive and Duluth Street. Area A-2 The focus of Area A-2 would remain residential, but in keeping with the 2009 Comprehensive Plan, higher density housing could replace existing single-family, duplex and triplex housing. The goal of replacement housing would be to provide high-quality life- cycle housing that provides a greater range of housing options for Golden Valley residents and to reduce the number of access points on Douglas Drive. Area A-3 In Area A-3 the objective has been to maximize CenterPoint’s use of the site while keeping access points on Douglas Drive to a minimum. Expanded CenterPoint facilities like the operation facility built in 2015 complement the existing peaking facilities at this site and increase the intensity of land usage, enhance the tax base and bring additional employees to the corridor. Area A-4 The objective in Area A-4 would focus on eliminating blight, maximizing land use, and minimizing incompatible land uses. Plans to relocate the Tennant offices from their current location at the southwest corner of Douglas Drive and Golden Valley Road to sit on the 8 same block as the other Tennant-owned parcels will group related uses together for more efficient land use and open up the under-utilized office site for redevelopment, potentially as a mixed-use project which could bring housing or commercial development to the corridor. The redevelopment of the Tennant Headquarters will revitalize a blighted industrial area, maximize land use, enhance water quality in the Bassett Creek Watershed, and improve the wellbeing of the corridor and the community as a whole. 9 o of Itoii,ii r0C II.'k Itt . 1001 " n l'" 1111111111111111111111111111 ill i ittool„1,0 * ,,,, 00.b ^' I °� IIIIIIIIIIIIIII ��� �IIIII � 0 °6 IIIII01�� ���9ioou 4 A . w.07 Housing and Redevelopment Authority 763-593-8002/763-593-8109(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting July 11, 2017 Agenda Item 8. Consider First Amendment to the Development Agreement with Liberty Crossing Development Partners, LLC Prepared By Marc Nevinski, Physical Development Director Summary The Housing Redevelopment Authority (HRA) is asked to consider an amendment to the development agreement with Liberty Crossing Investment Partners, LLC. The amendment includes the following modifications: First, the amendment extends the project completion date of the apartment building and townhomes from October 31, 2017, and June 30, 2017, respectively, to December 31, 2017. The extension does not impact Tax Increment Financing (TIF) revenue or the minimum assessment agreements. Secondly, the development agreement did not allow for a reduction in securities as the project progressed. Such reductions are typical in development agreements. The developer has asked for the consideration of a reduction in light of the progress of the project. The amendment reduces the amount of the developer's letter of credit from $3,500,000 to $2,500,000. Third, the amendment provides for City supplied piping in order to expeditiously complete the watermain loop in the area to ensure adequate fire protection and protection of the City's watermain in the event of a large water draw. In exchange, the developer has agreed to submit several plans and documents that are needed to finish the project. These include utilities plans, plans for a private retaining wall, and execution of a maintenance agreement for the flood storage area. The plans and documents have been received and determined acceptable. The developer has also submitted a deposit for legal fees associated with amending the development agreement. Attachments • First Amendment to Liberty Crossing Private Development Agreement (5 pages) Recommended Action Motion to approve the First Amendment to the Development Agreement with Liberty Crossing Development Partners, LLC. FIRST AMENDMENT TO LIBERTY CROSSING PRIVATE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO LIBERTY CROSSING PRIVATE DEVELOPMENT AGREEMENT ("Amendment"), is made and entered into, effective as of , 2017, by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate established and existing under Minnesota Statutes, Section 469.001 et seq., with its principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"), and LIBERTY CROSSING INVESTMENT PARTNERS, LLC, a Minnesota limited liability company, with its principal office at 3020 France Avenue South, Minneapolis, Minnesota 55416 ("Developer"). WHEREAS, the HRA and Developer entered into that certain Liberty Crossing Private Development Agreement, effective April 29, 2016, recorded as Document No. T05343990 in the Office of the Hennepin County Registrar of Titles ("Private Development Agreement"), concerning the Development Property legally described in attached Exhibit A; and WHEREAS, the HRA and Developer wish to make certain changes to the Private Development Agreement as set forth herein; NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual terms and conditions contained herein, the parties hereby agree as follows: 1. All capitalized terms used but not defined herein shall have the meanings given to them in the Private Development Agreement. 2. The following new paragraph is added at the end of Section 3.3 of the Private Development Agreement: The City will provide to Developer, on or before August 31, 2017, up to $20,000 of plastic HDPE water main piping, at the City's uninstalled cost, to assist Developer in promptly completing the water supply loop for the Project, in order to provide adequate fire protection to the Project and protect the structural integrity of the City's water system in the event of large draws of water. 3. Section 4.2 of the Private Development Agreement is revised to change the completion date for 100 percent (100%) of the apartment building Improvements to on or before December 31, 2017, and to change the completion date for 100 percent (100%) of the townhomes Improvements to on or before December 31, 2017. Developer agrees that these changes to the completion dates as set forth herein shall not in any way affect the Assessment Agreements, including the dates by which certain minimum market values are required under the Assessment Agreements. 4. Section 4.6 of the Private Development Agreement is revised to change the amount of the irrevocable letter of credit required to be maintained by Developer with the HRA under Section 4.6 from $3,500,000 to $2,500,000. 5. On or before the execution of this Amendment by both Parties, Developer has taken the following actions: a. Submission of final construction plans reasonably acceptable to the City for construction by Developer, at its sole cost, of the retaining wall located at the entrance to the underground parking garage on the Development Property; b. Submission of final construction plans reasonably acceptable to the City for construction by Developer, at its sole cost, of the utilities on the northern portion of the Development Property; C. Execution and delivery to the City of the Maintenance Agreement required under the P.U.D. Development Agreement attached as Exhibit G to the Development Agreement, which the City shall also execute; and d. Payment to the HRA of the reasonable attorney's fees and expenses incurred by the HRA in connection with this Amendment and the matters referred to in this Amendment, subject to a cap of $5,000. 6. Except as amended hereby, the Private Development Agreement continues in full force and effect. In the event of any conflict between the terms, conditions and provisions of the Private Development Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall prevail. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute one and the same instrument. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS] E IN WITNESS WHEREOF, the HRA has caused this Amendment to be duly executed in its name and behalf and Developer has caused this Amendment to be duly executed in its name and behalf, on or as of the date first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY And Andy Snope, Chair Timothy J. Cruikshank, Director LIBERTY CROSSING INVESTMENT PARTNERS, LLC NM Todd Schachtman, Chief Manager STATE OF MINNESOTA ss COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this day of 2017, by Andy Snope, Chair, and Timothy J. Cruikshank, Director, of THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, on behalf of the organization. Notary Public 3 STATE OF MINNESOTA ss COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this -� �r'� day of M ' 2017, by Todd Schachtman, Chief Manager of Liberty Crossing Inve ment Partners, LLC, a Minnesota limited liability company, on behalf of the limited liability company. /: •wv .. DREW MICHAEL MZAMA A� . NOTARY PUBLICMISSION EXPIRES Not Public MY COMMISSION(PIRES 1I311�21 DRAFTED BY: Best & Flanagan LLP (CCB) 60 South Sixth Street, Suite 2700 Minneapolis, Minnesota 55402 011800/315002/2609678_4 El EXHIBIT A LEGAL DESCRIPTION FOR DEVELOPMENT PROPERTY Lots 1-57, Block 1, Liberty Crossing P.U.D. No. 123, Hennepin County, Minnesota. Down loads\201 7\Liberty Crossing\First Amendment to Private Development Agreement (Liberty Crossing)- 2609.ZPAComments.a1.doc Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting July 11, 2017 Agenda Item 9. Execution of a Tax Increment Pledge Agreement with the City regarding $1,935,000 General Obligation Tax Increment and Improvement Bonds, Series B Prepared By Sue Virnig, Finance Director Summary On July 20, the City approved the Sale of $1,935,000 General Obligation Tax Increment Bonds for the Highway 55 West Area improvements. The Resolution for consideration by the Housing and Redevelopment Authority (HRA) will provide for the approval of the pledge agreement. This agreement will allow the City to act as an agent for the HRA to collect tax increment and make debt service payments. All funds will be accounted for separately. Attachments •Resolution Authorizing Execution of A Tax Increment Pledge Agreement with the City of Golden Valley Regarding Approximately $1,935,000 General Obligation Tax Increment and Improvement Bonds, Series B (2 pages) •Tax Increment Pledge Agreement (25 pages) Recommended Action Motion to adopt Resolution Authorizing Execution of a Tax Increment Pledge Agreement with the City of Golden Valley Regarding $1,935,000 General Obligation Tax Increment and Improvement Bonds, Series B. Resolution 17-05 July 11, 2017 Commissioner introduced the following resolution and moved tits adoption: RESOLUTION AUTHORIZING EXECUTION OF A TAX INCREMENT PLEDGE AGREEMENT WITH THE CITY OF GOLDEN VALLEY REGARDING APPROXIMATELY $1,935,000 GENERAL OBLIGATION TAX INCREMENT AND IMPROVEMENT BONDS, SERIES 2017B WHEREAS, the City of Golden Valley, Minnesota (the “City”) proposes to issue its approximately $1,935,000 General Obligation Tax Increment and Improvement Bonds, Series 2017A (the “Bonds”); and WHEREAS, the City and the Housing and Redevelopment Authority of the City of Golden Valley (“HRA”) previously established Highway 55 West Redevelopment Area (the “Redevelopment Project Area”), which is a “redevelopment project” under Minnesota Statutes, Sections 469.001 to 469.047 (the “HRA Act”); and WHEREAS, within the Redevelopment Project Area, the City and HRA have approved the establishment of Tax Increment Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area (the “TIF District”) and approved the Modification No. 2 to the Tax Increment Financing Plan for Tax Increment Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area (the “TIF Plan”) for the TIF District, all pursuant to Minnesota Statutes, Sections 469.174 to 469.1794 (the “TIF Act”); and WHEREAS, the City is authorized by section 469.178 of the TIF Act and the TIF Plan to issue and sell its general obligation tax increment revenue bonds to pay all or a portion of the public redevelopment costs identified in the TIF Plan (the “TIF Project”); and WHEREAS, the HRA has agreed to pledge certain revenues to the City for the principal and interest on the TIF Bonds portion of the Bonds; and WHEREAS, there has been presented to the HRA a Tax Increment Pledge Agreement between the HRA and the City to be dated as of the date of delivery of the Bonds (the “Pledge Agreement”) providing for the pledge of certain tax increments revenues from the TIF District, to payment of principal and interest on the Bonds. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners (the “Board”) of the HRA, as follows: 1. The Pledge Agreement is hereby approved in substantially the form on file in City Hall, subject to modifications approved by the Chair and Director. The Chair and Director of the HRA are hereby authorized to execute and deliver the Pledge Agreement; provided that execution of the Pledge Agreement by those officials will be conclusive evidence of their approval. Resolution 17-05 -2-July 11, 2017 2. The staff of the City is authorized and requested to file a fully executed copy of the Pledge Agreement with the County Auditor of Hennepin County pursuant to Minnesota Statutes, Section 469.178, Subdivision 2. _____________________________ Andy Snope, Chair ATTEST: _____________________________ Timothy J. Cruikshank, Executive Director The motion for the adoption of the foregoing resolution was seconded by Commissioner and upon a vote being taken thereon, the following voted in favor thereof: the following voted against the same: whereupon said resolution was declared duly passed and adopted, signed by the Chair and his signature attested by the Executive Director. 1 TAX INCREMENT PLEDGE AGREEMENT THIS AGREEMENT, entered into as of the 20 th day of July, 2017, by and between the City of Golden Valley, a Minnesota municipal corporation (the “City”), and the Housing and Redevelopment Authority of the City of Golden Valley, a public body corporate and politic created and existing under the provisions of Minnesota Statutes, Sections 469.090 to 469.1082 (the “HRA”), witnesseth that: A. WHEREAS, the City and the HRA previously established the Highway 55 West Redevelopment Area (the “Redevelopment Project Area”), which is a “redevelopment project” under Minnesota Statutes, Sections 469.001 to 469.047 (the “HRA Act”); B. WHEREAS, within the Redevelopment Project Area, the City and HRA have established Tax Increment Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area (the “TIF District”) and approved the Modification No. 2 to the Tax Increment Financing Plan for Tax Increment Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area (the “TIF Plan”) for the TIF District, all pursuant to Minnesota Statutes, Sections 469.174 to 469.1794 (the “TIF Act”); C. WHEREAS, the City is authorized by section 469.178 of the TIF Act and the TIF Plan to issue and sell its general obligation tax increment revenue bonds to pay all or a portion of the public redevelopment costs identified in the TIF Plan (the “TIF Project”); D. WHEREAS, the City Council of the City has, on June 20, 2017, adopted a resolution which is attached as Exhibit A hereto (the “Bond Resolution”) awarding the sale of the City’s approximately $1,935,000 General Obligation Tax Increment and Improvement Bonds, Series 2017A (the “Bonds”) to finance, among other things, the TIF Project; E. WHEREAS, it is necessary and desirable that the City and the HRA enter into a tax increment pledge agreement pursuant to which a portion of the tax increments derived from the TIF District will be pledged to the Bonds; and F. WHEREAS, pursuant to Section 469.178, Subdivision 2 of the TIF Act, any agreement to pledge tax increment revenues must be made by written agreement by and between the HRA and the City and must be filed with the Taxpayer Services Division Manager of Hennepin County. NOW, THEREFORE, the City and the HRA, each in consideration of the mutual covenants and agreements herein contained, covenant and agree as follows: 1. Pledge of Tax Increments; Coverage Test. The HRA pledges to the payment of the TIF Bonds portion of the Bonds (as defined in the Bond Resolution) the tax increments derived from the TIF District which are not otherwise pledged to other obligations of the TIF District in an amount at least equal to the debt service on the TIF Bonds (collectively, the “Available Tax Increments”). 2 2. Remittance; Segregation; Reservation of Rights. All Available Tax Increments shall be remitted directly to the City and the City, acting as agent of the HRA, shall segregate Available Tax Increments so received in a special account on its official books and records. The HRA reserves the right to alter the pledge of tax increments as set forth in the Resolution. The City’s Finance Director is authorized and directed to determine the exact source and amount of pledged revenues used to make each interest payment, and to maintain accounts evidencing such draws. 3. Filing; Computation and Collection. Pursuant to Section 469.178, Subdivision 2 of the TIF Act, an executed copy of this Agreement shall be filed with the Taxpayer Services Division Manager of Hennepin County (the “Taxpayer Services Division Manager”) and shall constitute the request and authorization of the HRA and the City to the Taxpayer Services Division Manager to compute and collect the Tax Increments in accordance with the provisions of this Agreement and Minnesota Statutes, Section 469.177 and to remit the same to the HRA. 3 IN WITNESS WHEREOF, the City and the HRA have caused this Agreement to be duly executed on their behalf, and such signatures and seal to be attested, as of the day and year first above written. CITY OF GOLDEN VALLEY, MINNESOTA By_________________________________ Mayor By_________________________________ Manager 4 HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF GOLDEN VALLEY By_________________________________ Chair By_________________________________ Director 5 EXHIBIT A Bond Resolution Resolution 17-39 June 20, 2017 Member Schmidgall introduced the following resolution and moved its adoption: RESOLUTION AWARDING THE SALE OF $1,935,000 GENERAL OBLIGATION TAX INCREMENT ANDIMPROVEMENT BONDS, SERIES 2017B FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT. BE IT RESOLVED By the City Council of the City of Golden Valley, Minnesota (the "City") in a regular meeting assembled as follows: SECTION 1. Sale of Bonds 1.01. Improvement Bonds. It is determined that: (a) assessable public infrastructure improvements (the "Improvement Project") have been duly ordered by the City; (b) the City is authorized by Minnesota Statutes, Chapter 429 (the "Improvement Act"), to finance all or a portion of the cost of the Improvement Project by the issuance of general obligation bonds of the City payable from special assessments levied against benefited property and ad valorem taxes. 1.02. Tax Increment Bonds. It is also determined that: (a) the City and the Housing and Redevelopment Authority of the City of Golden Valley (the "HRA") have duly established the Highway 55 West Redevelopment Area (the "Redevelopment Project Area") which is a "redevelopment project" under Minnesota Statutes, Sections 469.001 to 469.047, as amended (the "HRA Act"); (b) the City and the HRA have duly established the Tax Increment Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area (the "TIF District") within the Redevelopment Project Area pursuant to the Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the "TIF Act"); (c) the City is authorized by Section 469.178 of the TIF Act to issue and sell its general obligation bonds to pay all or a portion of the public redevelopment costs (the "TIF Project") identified in the Modification No. 2 to the Tax Increment Financing Plan for Tax Increment Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area (the "TIF Plan"); 1.03. Authorization to Negotiate. The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to negotiate the sale of the Bonds, it being determined that the City has retained a municipal advisor in connection with such sale. The City has retained Springsted Incorporated (the "Municipal Advisor") as its municipal advisor in connection with the sale of the Bonds and the actions of the City staff and the City's municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.04. Issuance of Bonds. The City has determined that it is necessary and expedient to the sound financial management of the affairs of the City to issue general obligation improvement bonds (the "Improvement Bonds") and general obligation tax increment bonds (the "TIF Bonds") as Resolution No. 17-39 -2- June 20, 2017 one issue of bonds entitled the General Obligation Tax Increment and Improvement Bonds, Series 2017B (the "Bonds"), in the original aggregate principal amount of $1,935,000, to provide financing for the Improvement Project and the TIF Project. 1.05. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird & Company, Inc. in Milwaukee, Wisconsin (the "Purchaser") to purchase the Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $1,992,467.25 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year Interest Year Interest Rate Rate 2019 2.00% 2020 2.00% 2021 2.00% 2022 2.00% 2023 2.00% 2024 2.00% 2025 4.00% 2026 2.25% 2027 2.50% 2028 2.50% 1.06 Purchase Contract. Any original issue premium and any rounding amount shall be credited to the Improvement Account or the TIF Account of the Debt Service Fund, the Improvement Project Construction Fund, or the TIF Project Construction Fund hereinafter created under Section 3.01 hereof, as determined by the City's Municipal Advisor and the City Finance Director. The City Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds. The Mayor and City Clerk are directed to execute a contract with the Purchaser on behalf of the City. 1.07. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to Improvement Act, the TIF Act and Minnesota Statutes, Chapter 475, (collectively, the "Act"), in the total principal amount of $1,935,000, originally dated the date of issuance, the Bonds being in fully registered form and issued in the denomination of $5,000 or any integral multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing on February 1 in the years and amounts as follows: Year Amount 2019 $ 95,000 2020 200,000 2021 200,000 2022 205,000 2023 200,000 Year Amount 2024 $200,000 2025 205,000 2026 210,000 2027 210,000 2028 210,000 $765,000 of the Bonds (the "Improvement Bonds") maturing in the amounts and on the dates set forth below are being issued to finance certain public improvement costs which are secured by special assessments against property benefited by such improvements (the "Assessments"): Year of Year of Maturity Amount Maturity Amount 2019 $80,000 2024 $75,000 2020 80,000 2025 75,000 2021 80,000 2026 75,000 2022 80,000 2027 75,000 2023 75,000 2028 70,000 Resolution No. 17-39 -3- June 20, 2017 The remaining $1,170,000 of the Bonds (the "TIF Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the certain public improvement costs within the TIF District which are secured by certain tax increments derived from or transferred into the TIF District to the extent pledged to the City by the EDA pursuant to the Pledge Agreement defined in Section 3.04 ("Pledged Tax Increments"): Year of Year of Maturity Amount Maturity Amount 2019 $ 15,000 2024 $125,000 2020 120,000 2025 130,000 2021 120,000 2026 135,000 2022 125,000 2027 135,000 2023 125,000 2028 140,000 As may be requested by the Purchaser, one or more term Bonds ("Term Bonds") may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). 1.08. Optional Redemption. The City may elect on February 1, 2025, and on any day thereafter to prepay Bonds due on or after February 1, 2026. 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 6 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. Form; Registration. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2018, to the registered owners of record as of the close of business on the 15th day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar will keep at its principal corporate trust office a bond register in which the Registrar will provide for the registration of ownership of Bonds and the Resolution No. 17-39 -4- June 20, 2017 registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any 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 15th day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. Whenever any 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. Any Bonds surrendered upon a 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 any 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 such 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 any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such 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 to be paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for every 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 such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond becomes mutilated or be 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 any such mutilated Bond or in lieu of and in substitution for any such 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 such 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 Resolution No. 17-39 -5- June 20, 2017 and the Registrar will be named as obligees. All 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 will not be 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) not less than 30 days prior to the date fixed for redemption 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 U.S. Bank National Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk 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 will be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this City Council, the City Finance Director will transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Finance Director and will be executed on behalf of the City by the signatures of the Mayor and the City Clerk, 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 will cease 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, no Bond will 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 a Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond will be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Finance Director will deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser will not be obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Exhibit B with such Resolution No. 17-39 -6- June 20, 2017 changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. 2.07. Form of Bonds. The Bonds will be printed or typewritten in substantially the form attached hereto as Exhibit B. 2.08. Approving Legal Opinion. The City Finance Director will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the opinion to be printed on or accompany each Bond. SECTION 3. Payment; Security; Pledges and Covenants. 3.01. (a) Debt Service Fund and Accounts Maintained in the Debt Service Fund. The Bonds are payable from the Tax Increment and Improvement Bonds, Series 2017B Debt Service Fund (the "Debt Service Fund") hereby created. The City will maintain an Improvement Project Account (the "Improvement Account") and a Tax Increment Project Account (the "TIF Account") in the Debt Service Fund. (b) Improvement Account. The City Finance Director will timely deposit, except as provided in Section 3.01(d), in the Improvement Account the special assessments levied against the property specially benefited by the Improvements (the "Assessments") and taxes levied or to be levied and allocated to the payment of debt service on the Improvement Bonds (the "Taxes"), which Assessments and Taxes are pledged to that account of the Debt Service Fund, except as provided in Section 3.01(d). There is also appropriated to the Improvement Account of the Debt Service Fund (i) a pro rata portion any amount over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the to the Improvement Account of the Debt Service Fund in accordance with Section 1.06 hereof; (ii) all investment earnings on funds in the Improvement Account; and (iii) any and all other moneys which are properly available and are appropriated by the City Council to the Improvement Account. If a payment of principal or interest on the Improvement Bonds portion of the Bonds becomes due when there is not sufficient money in the Improvement Account to pay the same, the City Finance Director is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of Assessments and Taxes when received. (c) TIF Account. The City Finance Director will timely deposit in the TIF Account the Pledged Tax Increments that are pledged to that account of the Debt Service Fund. There is also appropriated to the Improvement Account of the Debt Service Fund (i) a pro rata portion any amount over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the to the TIF Account of the Debt Service Fund in accordance with Section 1.06 hereof; (ii) all investment earnings on funds in the TIF Account; and (iii) any and all other moneys which are properly available and are appropriated by the City Council to the TIF Account. If a payment of principal or interest on the TIF Bonds portion of the Bonds becomes due when there is not sufficient money in the TIF Account to pay the same, the City Finance Director is directed to pay such principal or Resolution No. 17-39 -7- June 20, 2017 interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of Pledged Tax Increments when collected. (d) Improvement Project Construction Fund. Proceeds of the Improvement Bonds, less the appropriations made in Section 3.01(b) hereof, together with any other funds appropriated for the Improvement Project and the Assessments and Taxes collected during the construction of the Assessable Improvements, will be deposited in an separate construction fund (the "Improvement Project Construction Fund") to be used solely to defray expenses of the Improvement Project and the payment of principal of and interest on the Improvement Bonds prior to the completion and payment of all costs of the Improvement Project. Any balance remaining in the Improvement Project Construction Fund after completion of the Improvement Project may be used to pay the cost in whole or in part of any other improvement instituted under the Improvement Act, under the direction of the City Council. Unless otherwise provided by the City Council, when the Improvement Project is completed and the cost thereof paid, the Improvement Project Construction Fund is to be closed and any subsequent collections of the Assessments are to be deposited in the Improvement Account of the Debt Service Fund. (e) TIF Project Construction Fund. Proceeds of the Bonds, less the appropriations made in paragraph (c), together with any other funds appropriated by the City for the TIF Project will be deposited in an separate construction fund (the "TIF Project Construction Fund") to be used solely to defray expenses of the TIF Project and the payment of principal and interest on the Bonds prior to the completion and payment of all costs of the TIF Project. When the TIF Project is complete and the cost thereof paid, the TIF Project Construction Fund will be closed and any balance therein will be deposited in the TIF Account of the Debt Service Fund. 3.02. Covenants Relating to Assessments. It is hereby determined that the Improvement Project will directly and indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: (a) The City has caused or will cause the Assessments for the Improvement Project to be promptly levied so that the first installment will be collectible not later than 2018 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized. The City Council will cause to be taken with due diligence all further actions that are required for the construction of each improvement financed wholly or partly from the proceeds of the Improvement Bonds portion of the Bonds, and will take all further actions necessary for the final and valid levy of the Assessments and the appropriation of any other funds needed to pay the Improvement Bonds portion of the Bonds and interest thereon when due. (b) In the event of any current or anticipated deficiency in Assessments and Improvement Bond Taxes, the City Council will levy additional ad valorem taxes in the amount of the current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing: receipts and disbursements in connection with the Improvement Project, Assessments levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and, the balance of unpaid Assessments. Resolution No. 17-39 -8- June 20, 2017 (d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. 3.03. Pledge of Taxes. The principal of and interest on the Bonds will be paid in part from Assessments, Pledged Tax Increments and Taxes. It is determined that at least 20% of the cost of the Improvement Project will be specially assessed against benefited properties and that 100% of the cost of the TIF Project will be paid from Pledged Tax Increments. (a) For the purpose of paying the principal of and interest on the Improvement Bonds portion of the Bonds, there is hereby 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 Improvement Account above provided and will be in the years and amounts as follows (year stated being year of levy for collection the following year): Year Levy (See Exhibit C) The tax levy herein provided will be irrepealable until all of the Improvement Bonds are paid, provided that the City Finance Director may annually, at the time the City makes its tax levies, certify to the Taxpayer Services Division Manager the amount available in the Improvement Account of the Debt Service Fund to pay principal and interest due during the ensuing year on the Improvement Bonds, and the Taxpayer Services Division Manager will thereupon reduce the levy collectable during such year by the amount so certified. 3.04. Pledge Agreement. A Tax Increment Pledge Agreement between the City and the HRA (the "Pledge Agreement") is hereby approved and shall be executed in substantially the form on file with the City, with such additions, deletions, and other changes as are approved by the City Clerk. The Pledge Agreement is to be executed and delivered in order to satisfy the requirements of Minnesota Statutes, Section 469.178, subdivision 2, and Sections 475.58, Subdivision 1, and 475.61, subdivision 1, of the Act. The Pledge Agreement creates rights in the City and the HRA but is not intended to create duties or obligations of the City or the HRA to any other persons (including the beneficial or registered owners of the Bonds) with respect to the Pledged Tax Increments or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law, and is not intended to create rights in or claims by any other persons (including the beneficial or registered owners of the Bonds) with respect to the Pledged Tax Increments or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law. The City and the HRA may pledge Pledged Tax Increments to any other obligation on a parity basis with the pledge hereunder, and may release the pledge of any tax increments hereunder, including release of any parcel within any of the TIF District, so long as the remaining pledged tax increments are reasonably expected to pay at least 20% of the principal and interest when due on the outstanding Bonds. 3.05 Tax Increments. The City hereby appropriates Pledged Tax Increments to the TIF Account of the Debt Service Fund, which appropriation is sufficient to pay more than 20% of the principal of an interest on the TIF Bonds and shall continue until all of the TIF Bonds and any additional bonds payable from the Debt Service Account, are paid or discharged. The City hereby expressly reserves the right to use the Pledged Tax Increments to pay principal and interest on the Resolution No. 17-39 -9- June 20, 2017 TIF Bonds and to finance other costs set forth in the applicable TIF Plan not financed hereby or to finance costs of other projects to be undertaken from time to time within the Redevelopment Project Area in accordance with the Redevelopment Plan therefor and the TIF Plan, as they may from time to time be amended. 3.06. Certification to Taxpayer Services Division Manager of Hennepin County as to Debt Service Fund Amount. It is hereby determined that the estimated collections of Assessments, Pledged Tax Increments, and the foregoing Taxes will produce at least 5% in excess of the amount needed to meet, when due, the principal and interest payments on the Bonds. The tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual tax levies the City Finance Director may certify to the Taxpayer Services Division Manager of Hennepin County (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. 3.07. Taxpayer Services Division Manager's Certificate as to Registration. The City Clerk is directed to file a certified copy of this Resolution with the Taxpayer Services Division Manager and obtain the certificate required by Minnesota Statutes, Section 475.63. SECTION 4. Authentication of Transcript. 4.01. City Proceedings and Records. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 4.02. Certification as to Official Statement. The Mayor, City Manager, City Clerk and City Finance Director, or any of them, 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 Official Statement is, as of the date thereof, a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. SECTION 5. Tax Covenant. 5.01. 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. Resolution No. 17-39 -10- June 20, 2017 5.02. 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 to the extent an exemption or exception is not available to the City and the Bonds. 5.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or the Improvement Project or the TIF Project 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. 5.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than 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 2017 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2017 have been designated for purposes of Section 265(b)(3) of the Code. 5.05. 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 6. Book -Entry System; Limited Obligation of City. 6.01. 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 1.07 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. 6.02. 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, Resolution No. 17-39 -11- June 20, 2017 Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar,) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Finance Director 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 Finance Director will promptly deliver a copy of the same to the Registrar and Paying Agent. 6.03. 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. 6.04. 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. 6.05. 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 all 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 7. Continuina Disclosure. Resolution No. 17-39 -12- June 20, 2017 7.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk 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. 7.02. 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 8. Defeasance. When all Bonds and all interest thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. Shepard M. Harris, Mayor ATTEST: Kristine A. Lue ke, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Clausen and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Fonnest, Harris and Schmidgall, the following was absent: Snope and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. Resolution No. 17-39 STATE OF MINNESOTA COUNTY OF HENNEPIN ) SS. CITY OF GOLDEN VALLEY -13- June 20, 2017 I, the undersigned, being the duly qualified and acting City Clerk of the City of Golden Valley, Hennepin County, Minnesota, 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 June 20, 2017 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 $1,935,000 General Obligation Tax Increment and Improvement Bonds, Series 2017B of the City. WITNESS my hand officially as such City Clerk this 20th day of June, 2017. City Clerk Resolution No. 17-39 -14- EXHIBIT A Proposals ® Springsted $1,935,000(a) CITY OF GOLDEN VALLEY, MINNESOTA June 20, 2017 Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101-2887 Tel: 651-223-3000 Fax: 651-223-3002 Email: advisors@springsted.com www.springsted.com GENERAL OBLIGATION TAX INCREMENT AND IMPROVEMENT BONDS, SERIES 2017B (BOOK ENTRY ONLY) AWARD: ROBERT W. BAIRD & COMPANY, INCORPORATED AND SYNDICATE SALE: June 20, 2017 Moody's Rating: Aa1 Interest Net Interest True Interest Bidder Rates Price Cost Rate ROBERT W. BAIRD & COMPANY, INCORPORATED C.L. KING & ASSOCIATES DOUGHERTY & COMPANY LLC VINING-SPARKS IBG, LIMITED PARTNERSHIP EDWARD D. JONES & COMPANY FIDELITY CAPITAL MARKETS SERVICES WNJ CAPITAL CREWS & ASSOCIATES DAVENPORT & COMPANY LLC DUNCAN-WILLIAMS, INC. ROSS, SINCLAIRE & ASSOCIATES, LLC LOOP CAPITAL MARKETS, LLC COUNTRY CLUB BANK OPPENHEIMER & CO. INC. SUMRIDGE PARTNERS R. SEELAUS & COMPANY, INC. SIERRA PACIFIC SECURITIES ISAAK BOND INVESTMENTS, INC. ALAMO CAPITAL IFS SECURITIES RAFFERTY CAPITAL MARKETS FIRST EMPIRE SECURITIES UMB BANK, N.A. W.H. MELL ASSOCIATES WAYNE HUMMER INVESTMENTS LLC FMS BONDS, INC. CENTRAL STATES CAPITAL MARKETS MIDLAND SECURITIES 2.00% 2019-2024 4.00% 2025 2.25% 2026 2.50% 2027-2028 $1,992,386.80(b) $242,925.42(b) 1.9481%(b) (a) Subsequent to bid opening, the total issue size was not changed; however, certain individual maturity amounts have changed. (b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to $1,992,467.25, $243,883.24, and 1.9494%, respectively. Public Sector Advisors Resolution No. 17-39 -15- June 20, 2017 Interest Net Interest True Interest Bidder Rates Price Cost Rate NORTHLAND SECURITIES, INC. 3.00% 2019-2025 $2,011,058.60 $246,515.67 1.9756% 2.00% 2026 2.25% 2027 2.50% 2028 STIFEL, NICOLAUS & COMPANY, 3.00% 2019-2028 $2,037,201.50 $263,997.25 2.0912% INCORPORATED REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 2.00% 2019 1.00% 2.00% 2020 1.15% 2.00% 2021 1.25% 2.00% 2022 1.40% 2.00% 2023 1.55% 2.00% 2024 1.65% 4.00% 2025 1.80% 2.25% 2026 1.90% 2.50% 2027 2.05% 2.50% 2028 2.15% BBI: 3.53% Average Maturity: 6.308 Years Resolution No. 17-39 -16- June 20, 2017 Rate EXHIBIT B Bond Form UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION TAX INCREMENT AND IMPROVEMENT BOND, SERIES 2017B Maturity Date February 1, 20_ Registered Owner: Cede & Co. Date of Original Issue July 20, 2017 CUSIP The City of Golden Valley, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal amount specified above 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 February 1, 2018, to the person in whose name this Bond is registered at the close of business on the 15th 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 U.S. Bank National Association, St. Paul, Minnesota, as Registrar, Authenticating Agent and Paying 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, 2025, and on any day thereafter to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in part and if in part, at the option of the City and in such principal amounts, maturities and manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify 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. The City has designated the Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Bond is one of an issue in the aggregate principal amount of $1,935,000 all of like original date and tenor, except as to number, maturity date, redemption privilege and interest rate, issued pursuant to a resolution adopted by the City Council on June 20, 2017 (the "Resolution"), Resolution No. 17-39 -17- June 20, 2017 for the purpose of providing monies aid in financing the costs of certain local infrastructure improvements, and certain public redevelopment costs of projects in the Highway 55 West Redevelopment Area established by the Housing and Redevelopment Authority of the City of Golden Valley (the "HRA"), and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429, 469 and 475, and the principal hereof and interest hereon are payable in part from special assessments levied against property specially benefited by local improvements, in part from certain tax increment revenues resulting from increases in assessed valuation of real property in the HRA's Tax Increment Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area pledged by the HRA under a Tax Increment Pledge Agreement between the HRA the City dated as of the date hereof (the "Pledge Agreement"), and in part from ad valorem taxes as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in special assessments, pledged tax increments and taxes pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. 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 AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed preliminary to and in the issuance of this Bond have been done, have happened and have been performed in regular and due form, time and manner, that prior to the issuance of this Bond the City Council of the City of Golden Valley has provided funds for the payment of principal and interest on the Bonds of this issue as the same become due, and the full faith and credit of the City is pledged for their payment and additional taxes will be levied, if required for such purpose, without limitation as to the rate of amount; and that this Bond, together with all other indebtedness of the City outstanding on the date of its issuance, does not exceed any constitutional, or statutory limitation thereon. 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. Resolution No. 17-39 -18- June 20, 2017 IN WITNESS WHEREOF, the City of Golden Valley, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Clerk, the corporate seal having been intentionally omitted as permitted by law, and has caused this Bond to be dated as of the date set forth below. Dated: , 2017 CITY OF GOLDEN VALLEY, MINNESOTA (Facsimile) Mayor Facsimile City Clerk CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts or Transfers to Minors Act, State of Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Resolution No. 17-39 -19- June 20, 2017 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, STEMP, 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 PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of Registrar Cede & Co. Federal ID #13-2555119 Resolution No. 17-39 -20- EXHIBIT C Improvement Bond Levy $765,000 City of Golden Valley, Minnesota General Obligation Tax Increment and Improvement Bonds, Series 2017B Highway 55 Improvements - Improvement Portion Post -Sale Tax Levies June 20, 2017 Payment Date Principal Coupon Interest Total P+I Cap. Interest 105% Overlevy Assessment Income Levy Amount Levy/Collect Year 02/01/2018 - - 9,397.47 9,397.47 (9,397.47) - - - 2016/2017 02/01/2019 80,000.00 2.000% 17,712.50 97,712.50 102,598.13 82,751.71 19,846.42 2017/2018 02/01/2020 80,000.00 2.000% 16,112.50 96,112.50 100,918.13 79,993.30 20,924.83 2018/2019 02/01/2021 80,000.00 2.000% 14,512.50 94,512.50 99,238.13 77,234.92 22,003.21 2019/2020 02/01/2022 80,000.00 2.000% 12,912.50 92,912.50 97,558.13 74,476.52 23,081.61 2020/2021 02/01/2023 75,000.00 2.000% 11,312.50 86,312.50 90,628.13 71,718.14 18,909.99 2021/2022 02/01/2024 75,000.00 2.000% 9,812.50 84,812.50 89,053.13 68,959.76 20,093.37 2022/2023 02/01/2025 75,000.00 4.000% 8,312.50 83,312.50 87,478.13 66,201.36 21,276.77 2023/2024 02/01/2026 75,000.00 2.250% 5,312.50 80,312.50 84,328.13 63,442.95 20,885.18 2024/2025 02/01/2027 75,000.00 2.500% 3,625.00 78,625.00 82,556.25 60,684.57 21,871.68 2025/2026 02/01/2028 70,000.00 2.500% 1,750.00 71,750.00 75,337.50 57,926.17 17,411.33 2026/2027 Total $765,000.00 - $110,772.47 $875,772.47 (9,397.47) $909,693.75 $703,389.40 $206,304.35 - Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting July 11, 2017 Agenda Item 10. First Consideration - Adoption of Proposed By-Laws Amendment - Resetting Annual and Regular Meeting Dates Prepared By Tim Cruikshank, Director Summary Staff is proposing that the annual meeting and quarterly regular meetings of the Housing and Redevelopment Authority (HRA) be changed from the second Tuesday to the third Tuesday, coinciding with the second City Council meeting. This change will provide a cost saving measure. The cable crew is already scheduled to broadcast the Council meetings on the first and third Tuesdays of the month. The HRA meeting will continue to start at 6:30 pm. The City Council meeting will take place immediately following the HRA meeting. It is recommended that the current Section 1 and Section 2 of Article III, Meetings, be amended as follows (in legislative format with strike out of current language and underlining of proposed language): Section 1. Annual Meeting. The annual meeting of the Authority shall be held on the second third Tuesday of January, at the regular meeting place of the Authority, unless changed at a scheduled meeting of the Authority held prior to the established date. Section 2. Regular Meetings. Quarterly meetings shall be held at the regular meeting place of the Authority on the second third Tuesday of January (in conjunction with the annual meeting), April, July and October, unless a specific meeting is changed or cancelled at a scheduled meeting of the Authority held prior to the meeting to be changed or cancelled. Amendments to the By-laws must be approved at two meetings of the HRA. If the HRA wants to proceed with the amended as presented, it should approve first consideration of the amendment at the July 11 meeting. Staff recommends that approval, after second consideration be by resolution. Second consideration would be placed on the Special meeting scheduled for July 18. Recommended Action Motion to approve on first condition the amendments of Section 1 and Section 2 of Article III of the Housing and Redevelopment Authority By-laws as follows: Section 1. Annual Meeting. The annual meeting of the Authority shall be held on the third Tuesday of January, at the regular meeting place of the Authority, unless changed at a scheduled meeting of the Authority held prior to the established date. Section 2. Regular Meetings. Quarterly meetings shall be held at the regular meeting place of the Authority on the third Tuesday of January (in conjunction with the annual meeting), April, July and October, unless a specific meeting is changed or cancelled at a scheduled meeting of the Authority held prior to the meeting to be changed or cancelled.