HomeMy WebLinkAbout2020_0518_CCPacket
Address:
City Council Agenda
Phone:
651-792-7000
Monday, May 18, 2020
Website:
www.cityofroseville.com
Mayor:
Following guidance from state health
officials, City Council Members will
participate in upcoming meetings
Councilmembers:
Jason Etten
Lisa Laliberte 13D.021.
Wayne Groff
Robert Willmus
Members of the public who wish speak
during public comment or an agenda
item during this meeting can do so
virtually by registering at
www.cityofroseville.com/attendmeeting
1.
6:00 P.M.Roll Call
Voting & Seating Order:and Roe
2.
6:01 P.M.Pledge of Allegiance
3.
6:02 P.M.Approve Agenda
4.
6:03 P.M.Public Comment
5.
6:05 P.M.Recognitions and Donations
5.A.
Asian and Pacific Islander Heritage Month
Documents:
PROCLAMATION ASIAN AND PACIFIC ISLANDER HERITAGE MONTH.PDF
5.B.
Mental Health Awareness Month Proclamation
Documents:
PROCLAMATION MENTAL HEALTH MONTH.PDF
5.C.
Older Adults Month Proclamation
Documents:
PROCLAMATION OLDER ADULTS MONTH.PDF
6.
6:10 P.M.Items Removed from Consent Agenda
7.
Business Items
7.A.
6:15 P.M.Receive Update on COVID-19 and Impact on City Operations
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENT.PDF
7.B.
6:25 P.M.Public Hearing to Consider Resolution Approving the Vacation of
Heinel Drive Sewer Easement and Accepting New Easements
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENTS.PDF
7.C.
6:30 P.M.Consider Approving Resolution Approving the Vacation of
Easements Related to the Lexington Woods Plat
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENTS.PDF
7.D.
6:35 P.M.Consider adopting a resolution approving of the Lexington Woods
preliminary plat and a subdivision variance to subdivide the subject property
into 32 lots for a one-family, attached townhouse development along a private
cul-de-sac street
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENTS.PDF
7.E.
6:50 P.M.Consider approval of an amendment the Centre Pointe Planned
Unit Development specific to the Veritas Campus Plan at 2815 Cleveland
Avenue (PF20-005)
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENTS.PDF
7.F.
7:00 P.M.Consider Approval to the Issuance of Multifamily Housing Revenue
Notes on Behalf of Roseville Leased Housing Associates I, LLLP (Dominium).
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENTS.PDF
7.G.
7:05 P.M.Receive Civic Campus Master Plan Project Update
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENT.PDF
7.H.
7:45 P.M.Consider adopting a Resolution memorializing the Twin Lakes
Station EAW Record of Decision
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENTS.PDF
8.
8:05 P.M.Approval of City Council Minutes
9.
8:10 P.M.Approve Consent Agenda
9.A.
AP-Approval of Payments
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENT.PDF
9.B.
Approve Annual Variance Board Appointments
Documents:
REQUEST FOR COUNCIL ACTION.PDF
9.C.
Certify Unpaid Utility and Other Charges to the Property Tax Rolls
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENT.PDF
9.D.
Adopt a Resolution Approving an Extension of the Validation of the Approval
of the Midland Legacy Estates Final Plat
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENTS.PDF
9.E.
Approve a Memorandum of Understanding with NFP for a Benefit
Administration System
Documents:
REQUEST FOR COUNCIL ACTION AND ATTACHMENT.PDF
10.
8:15 P.M.Future Agenda Review, Communications, Reports, and
Announcements- Council and City Manager
11.
8:20 P.M.Adjourn
Asian and Pacific Islander Heritage Month
May 2020
Whereas: The City of Roseville is committed to recognizing and honoring the contributions
of all members of our communities; and
Whereas: In 1977, Rep Frank Horton of New York introduced House Joint Resolution 540
to proclaim the first ten days in May as Pacific/Asian Pacific American Heritage Week. This first
legislation did not pass; and
Whereas: In 1992, Congress passed Public Law 102-450 which annually designated May as
Asian/Pacific American Heritage Month; and
Whereas: The Month of May was selected to commemorate the immigration of the first
Japanese to the United States on May 7, 1843 and to mark the anniversary of the completion of
the transcontinental railroad on May 10, 1869. The majority of the workers were Chinese
immigrants; and
Whereas: Japanese American troops fought for freedom from tyranny abroad in World War
II while their families here at home were interned simply on the basis of their origin; and
Whereas: In 1965, the Immigration and Nationality Act opened new doors of opportunity to
more Asian and Pacific Islander immigrants; and
Whereas: The end of the Vietnam War brought new Vietnamese, Cambodian, Hmong and
Laotian communities to the United States of America; and
Whereas: The city of Roseville is also home to many recent immigrants from Nepal, Burma,
and Thailand who bring their rich cultural heritage and traditions to the community; and
Whereas: There are over 20 millionAsian Americans and Pacific Islanders in the United
States with over 260,000 of them calling Minnesota home; and
Whereas: A growing number of Roseville residents are of Asian and Pacific Island descent.
They contribute to the vibrant community of Roseville as business owners, teachers, scientists,
artists and through their rich cultures; and
Whereas: Despite all the progress, many Asian and Pacific Islanders continue to face
persistent inequality and bigotry including barriers to equal access to education, employment,
and healthcare. South Asian Americans, especially those who are Muslim, Hindu or Sikh—too
often face senseless violence and harassment only due to the color of their skin or the tenets of
their faith; and
Whereas: The City of Roseville invites all members of the Roseville Community to renew
their commitment to ensuring racial equality, understanding and justice and to participate in
activities designed to advance the cause of freedom and equality for all.
Now, Therefore Be It Resolved that the City Council hereby declaresMay, 2020 to be Asian
and Pacific Islander Heritage Month in the City of Roseville, County of Ramsey, State of
Minnesota, U.S.A.
In Witness whereof, I have hereunto set my hand and caused the Seal of the City of Roseville
th
be affixed this 18
day of May, 2020.
________________________
Mayor Daniel J. Roe
Mental Health Awareness Month
May 2020
Whereas: Mental health is a part of overall health and helps to sustain an individual’s
thought processes, relationships, productivity and ability to adapt to change or face adversity.
Mental illness adversely affects those abilities and often is life threatening in nature. According
to the Mental Health Alliance,1 in 5 adults and children will experience a mental health
condition in their lifetime; and
Whereas: It is important to maintain mental health and learn the symptoms of mental illness.
Lr and when
individuals get help. Early identification and treatment can make a difference in successful
management of mental illness and recovery; and
Whereas: We recognize that numerous City of Roseville residents across generations are
impacted by mental illness; and
Whereas: Every citizen and community can make a difference in helping end the silence
and stigma that for too long has surrounded mental illness and discouraged people from getting
help; and
Whereas: The City of Roseville is committed to providing support for families and
individuals facing mental health issues by providing financial and in-kind support to service
providers such as Northeast Youth and Family Services, and advocacy groups such as Roseville
Alzheimer’s and Dementia Community Action Team, and the Community Health Awareness
Team; and
Whereas: The City of Roseville provides mental health resources for public safety
personnel; and
Whereas: The City of Roseville provides training for police officers, firefighters and others
to address the needs of persons in a mental health crisis; and
Whereas: Public education and civic activities can encourage mental health and help
improve the lives of individuals and families affected by mental illness; and
Now, Therefore Be It Resolved, that the City Council hereby declares the month of May 2020
to be Mental Health Awareness Month in the City of Roseville.
In Witness Whereof, I have hereunto set my hand and caused the Seal of the City of Roseville
th
to be affixed this 18 day of May,2020.
________________________
Mayor Daniel J. Roe
Older Adults Month
May 2020
Whereas: Roseville is home to many residents aged 60 years and older; and
Whereas: Older adults in Roseville are the roots from which our community has grown,
who bestow gifts of wisdom and insight upon younger generations and strengthen the bonds
between neighbors to create a better place to live; and
Whereas: The City of Roseville recognizes and focuses on older adults taking charge of
their health, getting engaged in their communities, and making positive impacts in the lives of
others: and
Whereas: Older adults are productive, active and influential members of society, sharing
essential talents, wisdom and life experiences with families, friends and neighbors; and
Whereas: Our community can provide that recognition and respect by enriching the quality
of life for older adults by:
Increasing opportunities to remain in their communities as active and engaged citizens;
Providing services, technologies and support systems that allow older adults to foster and
maintain connections within the community; and·
Emphasizing the value of older adults by publically recognizing their contributions to the
diversity, strength and unity of our community.
Now, Therefore Be It Resolved that the City Council hereby declare May 2020 to be Older
Adults Month in the City of Roseville, County of Ramsey, State of Minnesota, U.S.A.
Be it Further Resolved that we urge every citizen to honor our older adults and the
professionals, family members and volunteers who care for them. Our recognition of older adults
and their involvement in our lives can help us achieve stronger and more meaningful connections
with each other and enrich our community's quality of life.
In Witness Whereof, I have hereunto set my hand and caused the Seal of the City of Roseville
th
to be affixed this 18 day of May,2020.
________________________
Mayor Daniel J. Roe
REQUEST FOR COUNCIL ACTION
Date:May 18, 2020
Item No.:7.a
Department Approval City Manager Approval
Item Description: Receive Update on COVID-19 and Impact on City Operations
1 B ACKGROUND
2 On March 13, 2020, Governor Walz declared a statewide peacetime emergency due to the COVID-
3 19 pandemic. On March 16, 2020, Mayor Roe declared a local emergency due to the COVID-19
4 pandemic and the City Council extended the local emergency until May 15, 2020. On May 11, the
5 City Council extended the local emergency until such time Governor Walz rescinds the state
6 emergency and the City Council passes a resolution to rescind the local emergency. Moving
7 forward, staff will provide the City Council and the public an update regarding the effect of COVID-
8 19 in our community and its impact on city operations at every City Council meeting.
9 P OLICY O BJECTIVE
10 To inform the public andCity Council on the effect of COVID-19 in the community and its impact
11 on City operations
12 B UDGET I MPLICATIONS
13 Staff is tracking expenditures related to the City’s response to COVID-19. Some of the expenditures
14 may be reimbursable in the future.
15 S TAFF R ECOMMENDATION
16 Staff will provide a presentation regarding the effect of COVID-19 in our community and its impact
17 on city operations at the May 18 City Council meeting.
18 R EQUESTED C OUNCIL A CTION
19 The presentation is for information only.
Prepared by: Patrick Trudgeon, City Manager (651) 792-7021
Attachments: A: Power Point Presentation
Page 1 of 1
REQUEST FOR COUNCIL ACTION
Date: May 18, 2020
Item No.: 7.b
Department Approval City Manager Approval
Item Description: Consider Resolution Approving the Vacation of Heinel Drive Sewer Easement
and Accepting New Easements
1 B ACKGROUND
2 On January 27, 2020, the City Council authorized staff to begin the vacation process for a sewer
3 easement at 511 and 513 Heinel Drive (Attachment H).
4 The City of Roseville maintains a sanitary sewer pipe that serves the properties of 511 Heinel Drive,
5 513 Heinel Drive and 515 Heinel Drive. The sanitary sewer is located in a 10-foot sewer easement
6 that was dedicated as part of the Vi’s Lakeshore Plat in 1972 (Attachment I).The existing sanitary
7 sewer is in poor condition and does not meet many current design standards. Due to the location and
8 design of the pipe, it is very difficult to maintain.
9 To correct the deficiencies in the pipe, staff is proposing to install a new pipe on a new alignment
10 and grade. The new line is proposed to be directionally drilled to minimize excavation and tree
11 impacts. This would correct many of the issues with the current pipe and make the pipe easier to
12 maintain.
13 Since the pipe will be in a new alignment, new easements are required and the existing easements
14 will be vacated.
15 Since this is a City-initiated vacation, a four-fifths vote is required to complete the vacation.
16 The vacations will be not be official until all the new easements are signed and recorded, the sewer
17 has been moved to the new alignment, and the City Manager executes and records a Notice of
18 Completion for both of the easement vacations.
19 F INANCIAL I MPACTS
20 There are no costs for the easements. The estimated cost of the sewer work is $50,000 and is
21 included in the 2020 Pavement Management Contract.
22 S TAFF R ECOMMENDATION
23 Approve resolutions approving the vacation sewer easement at 511 Heinel Drive and 513 Heinel
24 Drive.
25 Approve resolutions authorizing the Mayor and City Manager to approve the easement acquisitions
26 at 511 Heinel Drive, 513 Heinel Drive, 515 Heinel Drive and 3065 Sandy Hook Drive.
Page 1 of 2
27 R EQUESTED C OUNCIL A CTION
28 Conduct a public hearing receiving any public comments related to the proposed easementvacation.
29 Consider approval of resolutions approving the vacation of easement at 511 Heinel Drive and 513
30 Heinel Drive.
31 Consider approving resolutions authorizing the Mayor and City Manager to approve the easement
32 acquisitions at 511 Heinel Drive, 513 Heinel Drive, 515 Heinel Drive and 3065 Sandy Hook Drive.
Prepared by:Jesse Freihammer, City Engineer/AssistantPublic Works Director
Attachments: A: Resolution Vacating Easement at 511 Heinel Drive
B: Resolution Vacating Easement at 513 Heinel Drive
C: Resolution 511 Heinel Drive Easement
D: Resolution 513 Heinel Drive Easement
E: Resolution 515 Heinel Drive Easement
F: Resolution 3065 Sandy Hook Drive Easement
G: Public Hearing Agenda
H: Easement Vacation Map
I: Vi’s Lakeshore Plat
J: 511 Heinel Drive Easement
K: 511 Heinel Drive Easement Exhibit
L: 513 Heinel Drive Easement
M: 513 Heinel Drive Easement Exhibit
N: 515 Heinel Drive Easement
O: 515 Heinel Drive Easement Exhibit
P: 3065 Sandy Hook Drive Easement
Q: 3065 Sandy Hook Drive Easement Exhibit
Page 2 of 2
Attachment A
EXTRACT OF MINUTES OF MEETING
OF THE
CITY COUNCIL OF THE CITY OF ROSEVILLE
* * * * * * * * * * * * * * * * *
1 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
2 Roseville, County of Ramsey, Minnesota, was duly held on the 18 day of May, 2020, at
3 6:00p.m.
4
5 The following members were present: ; and and the following members were absent:
6
7
8 Councilmember introduced the following resolution and moved its adoption:
9
10 RESOLUTION NO.
11
12 APPROVING THE VACATION OF A PORTION OF SEWER EASEMENT AT
13 511 HEINEL DRIVE
14
15 WHEREAS, the Roseville City Council has determined on its own motion to vacate a portion of
16 a sewer easement, on, over, and across the real property legally described in the attached
17 ExhibitA (the “Property”); and
18
19 WHEREAS, the portion of the easement being vacated (the “ROW”) was dedicated to the City
20 in the Vi’s Lakeshore Plat, Ramsey County, Minnesota in 1972; and
21
22 WHEREAS, after two weeks published and posted notice have been given as well as notice
23 having been mailed to all affected property owners according to Minnesota Statutes, a public
24 hearing was held on May 18, 2020, at which time all persons interested in said vacation were
25 given an opportunity to be heard; and
26
27 WHEREAS, the Roseville City Council has determined that the vacation would be in the public
28 interest;and
29
30 WHEREAS, at least four-fifths of all members of the City Council concur in this resolution.
31
32 NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
33 ROSEVILLE, MINNESOTA:
34
35 1. That the City of Roseville hereby vacates the ROW.
36
37 2. The vacation applies only to the right-of-way described in Provision 1 and not to: (a) the
38 rights of existing utilities, if any, and (b) any other easements running to or benefiting the
39 City of Roseville, if any.
Attachment A
1
2 3. The City Manager is directed to execute and record a Notice of Completion of thisvacation
3 proceeding pursuant to Minnesota Statutes § 412.851. The vacation authorized by this
4 Resolution shall not be effective until the Notice ofCompletion is recorded in the office of
5 the Ramsey County Recorder.
6
7 The motion was duly seconded by Councilmember and upon vote being taken thereon, the
8 following voted in favor thereof: ; and and thefollowing voted against:
9
10 WHEREUPON said resolution was declared duly passed and adopted.
Attachment A
Resolution – Sewer Vacation 511 Heinel Drive
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified City Manager of the City of Roseville,
County of Ramsey, State of Minnesota, do hereby certify that I have carefully compared
the attached and foregoing extract of minutes of a regular meeting of said City Council
th
held on the 18day of May, 2020, with the original thereof on file in my office.
th
WITNESS MY HAND officially as such Manager this 18 day of May, 2020.
______________________________
Patrick Trudgeon, City Manager
(SEAL)
Attachment A
EXHIBIT A
Legal Description for
Subject Property
1 All that part of the 10 feet wide easement for sanitary sewer purposes over, under
2 and across Lot 3, Block 1, Vi’s Lakeshore, which was created and dedicated by the
3 said plat of Vi’s Lakeshore, the center line of which is described as follows:
4
5 Commencing at a point on the southerly line of Lot 2, Block 1, Vi’s Lakeshore,
6 said point being 44.5 feet southeasterly of the southwesterly corner of said Lot 2
7 as measured along said southerly line, thence northeasterly, on a straight line
8 across said Lot 2, to a point on the northerly line of said Lot 2, said point being
9 10 feet northwesterly of the easterly terminus point of said northerly line as
10 measured along said northerly line, and said point being the Point of Beginning
11 of the center line to be described; thence continuing northeasterly, on the last
12 described course, across said Lot 3, a distance of 51.00 feet to a point of
13 deflection; thence northerly, across said Lot 3, to a point on the northeasterly
14 line of said Lot 3, said point being 42.00 feet southeasterly of the most northerly
15 corner of said Lot 3 as measured along said northeasterly line, and said center
16 line there terminating, the easterly and westerly side lines of said sanitary sewer
17 easement to be vacated are to be shortened or extended so as to terminate at the
18 said southerly and northeasterly lines of said Lot 3,
19
20 No part of the 5 feet wide utility and drainage easement along the northeasterly line
21 of said Lot 3, Block 1, Vi’s Lakeshore, which was created and dedicated by the said
22 plat of Vi’s Lakeshore, is not to be included in the above described vacation,
23
24 All in Ramsey County, Minnesota.
25
26 (Abstract Property)
Attachment B
EXTRACT OF MINUTES OF MEETING
OF THE
CITY COUNCIL OF THE CITY OF ROSEVILLE
* * * * * * * * * * * * * * * * *
1 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
2 Roseville, County of Ramsey, Minnesota, was duly held on the 18 day of May, 2020, at
3 6:00p.m.
4
5 The following members were present: ; and and the following members were absent:
6
7
8 Councilmember introduced the following resolution and moved its adoption:
9
10 RESOLUTION NO.
11
12 APPROVING THE VACATION OF A PORTION OF SEWER EASEMENT AT
13 513 HEINEL DRIVE
14
15 WHEREAS, the Roseville City Council has determined on its own motion to vacate a portion of
16 a sewer easement, on, over, and across the real property legally described in the attached
17 ExhibitA (the “Property”); and
18
19 WHEREAS, the portion of the easement being vacated (the “ROW”) was dedicated to the City
20 in the Vi’s Lakeshore Plat, Ramsey County, Minnesota in 1972; and
21
22 WHEREAS, after two weeks published and posted notice have been given as well as notice
23 having been mailed to all affected property owners according to Minnesota Statutes, a public
24 hearing was held on May 18, 2020, at which time all persons interested in said vacation were
25 given an opportunity to be heard; and
26
27 WHEREAS, the Roseville City Council has determined that the vacation would be in the public
28 interest;and
29
30 WHEREAS, at least four-fifths of all members of the City Council concur in this resolution.
31
32 NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
33 ROSEVILLE, MINNESOTA:
34
35 1. That the City of Roseville hereby vacates the ROW.
36
37 2. The vacation applies only to the right-of-way described in Provision 1 and not to: (a) the
38 rights of existing utilities, if any, and (b) any other easements running to or benefiting the
39 City of Roseville, if any.
Attachment B
1
2 3. The City Manager is directed to execute and record a Notice of Completion of thisvacation
3 proceeding pursuant to Minnesota Statutes § 412.851. The vacation authorized by this
4 Resolution shall not be effective until the Notice ofCompletion is recorded in the office of
5 the Ramsey County Recorder.
6
7 The motion was duly seconded by Councilmember and upon vote being taken thereon, the
8 following voted in favor thereof: ; and and thefollowing voted against:
9
10 WHEREUPON said resolution was declared duly passed and adopted.
Attachment B
Resolution – Sewer Vacation 513 Heinel Drive
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified City Manager of the City of Roseville,
County of Ramsey, State of Minnesota, do hereby certify that I have carefully compared
the attached and foregoing extract of minutes of a regular meeting of said City Council
th
held on the 18day of May, 2020, with the original thereof on file in my office.
th
WITNESS MY HAND officially as such Manager this 18 day of May, 2020.
______________________________
Patrick Trudgeon, City Manager
(SEAL)
Attachment B
EXHIBIT A
Legal Description for
Subject Property
1 All that part of the 10 feet wide easement for sanitary sewer purposes over, under
2 and across Lot 2, Block 1, Vi’s Lakeshore, which was created and dedicated by the
3 said plat of Vi’s Lakeshore, the center line of which is described as follows:
4
5 Beginningat a point on the southerly line of said Lot 2, said point being 44.5
6 feet southeasterly of the southwesterly corner of said Lot 2 as measured along
7 said southerly line, thence northeasterly, on a straight line across said Lot 2, to a
8 point on the northerly line of said Lot 2, said point being 10 feet northwesterly
9 of the easterly terminus point of said northerly line as measured along said
10 northerly line, and said center line there terminating, the easterly and westerly
11 side lines of said sanitary sewer easement to be vacated are to be shortened or
12 extended so as to terminate at the said southerly and northerly lines of said Lot
13 2,
14
15 All in Ramsey County, Minnesota.
16
17 (Abstract Property)
Attachment C
EXTRACT OF MINUTES OF MEETING
OF THE
CITY COUNCIL OF THE CITY OF ROSEVILLE
* * * * * * * * * * * * * * * * *
1 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
2 Roseville, County of Ramsey, Minnesota, was duly held on 18 day of May, 2020, at 6:00 p.m.
3
4 The following members were present: ; and and the following members were absent: .
5
6 Member introduced the following resolution and moved its adoption:
7
8 RESOLUTION NO.
9
10 RESOLUTION APPROVING SEWER EASEMENT AT 511 HEINEL DRIVE
11
12
13 WHEREAS, the City has determined a need to construct sanitary sewer improvements in the area near
14 511 Heinel Drive; and
15
16 WHEREAS, in order to construct the sanitary sewer improvements, a sewer easement is needed from the
17 property owner at 511 Heinel Drive, as legally described in the Sewer Easement document, attached
18 hereto as Exhibit A (“Sewer Easement”).
19
20 THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville, Minnesota:
21
22 1. The proposed acquisitions are in compliance with the City of Roseville Comprehensive Plan.
23
24 2. The Council approves the Easement and authorizes the Mayor and City Manager to execute the
25 drainage and utility easement document.
26
27 The motion was duly seconded by Member and upon votebeing taken thereon, the following voted in
28 favor thereof: ; and and the following voted against: .
29
30 WHEREUPON said resolution was declared duly passed and adopted.
Attachment C
511 Heinel Drive Easement
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified City Manager of the City of Roseville, County of
Ramsey, State of Minnesota, do hereby certify that I have carefully compared the attached and foregoing
th
extract of minutes of a regular meeting of said City Council held on the 18 day of May, 2020, with the
original thereof on file in my office.
th
WITNESS MY HAND officially as such Manager this 18 day of May, 2020.
______________________________
Patrick Trudgeon, City Manager
(SEAL)
Attachment C
EXHIBIT A
Sewer Easement
The following documents are attached and made a part of the above Resolution:
1. Sewer Easement
Attachment D
EXTRACT OF MINUTES OF MEETING
OF THE
CITY COUNCIL OF THE CITY OF ROSEVILLE
* * * * * * * * * * * * * * * * *
1 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
2 Roseville, County of Ramsey, Minnesota, was duly held on 18 day of May, 2020, at 6:00 p.m.
3
4 The following members were present: ; and and the following members were absent: .
5
6 Member introduced the following resolution and moved its adoption:
7
8 RESOLUTION NO.
9
10 RESOLUTION APPROVING SEWER EASEMENT AT 513 HEINEL DRIVE
11
12
13 WHEREAS, the City has determined a need to construct sanitary sewer improvements in the area near
14 513 Heinel Drive; and
15
16 WHEREAS, in order to construct the sanitary sewer improvements, a sewer easement is needed from the
17 property owner at 513 Heinel Drive, as legally described in the Sewer Easement document, attached
18 hereto as Exhibit A (“Sewer Easement”).
19
20 THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville, Minnesota:
21
22 1. The proposed acquisitions are in compliance with the City of Roseville Comprehensive Plan.
23
24 2. The Council approves the Easement and authorizes the Mayor and City Manager to execute the
25 drainage and utility easement document.
26
27 The motion was duly seconded by Member and upon votebeing taken thereon, the following voted in
28 favor thereof: ; and and the following voted against: .
29
30 WHEREUPON said resolution was declared duly passed and adopted.
Attachment D
513 Heinel Drive Easement
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified City Manager of the City of Roseville, County of
Ramsey, State of Minnesota, do hereby certify that I have carefully compared the attached and foregoing
th
extract of minutes of a regular meeting of said City Council held on the 18 day of May, 2020, with the
original thereof on file in my office.
th
WITNESS MY HAND officially as such Manager this 18 day of May, 2020.
______________________________
Patrick Trudgeon, City Manager
(SEAL)
Attachment D
EXHIBIT A
Sewer Easement
The following documents are attached and made a part of the above Resolution:
1. Sewer Easement
Attachment E
EXTRACT OF MINUTES OF MEETING
OF THE
CITY COUNCIL OF THE CITY OF ROSEVILLE
* * * * * * * * * * * * * * * * *
1 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
2 Roseville, County of Ramsey, Minnesota, was duly held on 18 day of May, 2020, at 6:00 p.m.
3
4 The following members were present: ; and and the following members were absent: .
5
6 Member introduced the following resolution and moved its adoption:
7
8 RESOLUTION NO.
9
10 RESOLUTION APPROVING SEWER EASEMENT AT 515 HEINEL DRIVE
11
12
13 WHEREAS, the City has determined a need to construct sanitary sewer improvements in the area near
14 515 Heinel Drive; and
15
16 WHEREAS, in order to construct the sanitary sewer improvements, a sewer easement is needed from the
17 property owner at 515 Heinel Drive, as legally described in the Sewer Easement document, attached
18 hereto as Exhibit A (“Sewer Easement”).
19
20 THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville, Minnesota:
21
22 1. The proposed acquisitions are in compliance with the City of Roseville Comprehensive Plan.
23
24 2. The Council approves the Easement and authorizes the Mayor and City Manager to execute the
25 drainage and utility easement document.
26
27 The motion was duly seconded by Member and upon vote being taken thereon, the following voted in
28 favor thereof: ; and and the following voted against: .
29
30 WHEREUPON said resolution was declared duly passed and adopted.
Attachment E
515 Heinel Drive Easement
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified City Manager of the City of Roseville, County of
Ramsey, State of Minnesota, do hereby certify that I have carefully compared the attached and foregoing
th
extract of minutes of a regular meeting of said City Council held on the 18 day of May, 2020, with the
original thereof on file in my office.
th
WITNESS MY HAND officially as such Manager this 18 day of May, 2020.
______________________________
Patrick Trudgeon, City Manager
(SEAL)
Attachment E
EXHIBIT A
Sewer Easement
The following documents are attached and made a part of the above Resolution:
1. Sewer Easement
Attachment F
EXTRACT OF MINUTES OF MEETING
OF THE
CITY COUNCIL OF THE CITY OF ROSEVILLE
* * * * * * * * * * * * * * * * *
1 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
2 Roseville, County of Ramsey, Minnesota, was duly held on 18 day of May, 2020, at 6:00 p.m.
3
4 The following members were present: ; and and the following members were absent: .
5
6 Member introduced the following resolution and moved its adoption:
7
8 RESOLUTION NO.
9
10 RESOLUTION APPROVING SEWER EASEMENT AT 3065 SANDY HOOK DRIVE
11
12 WHEREAS, the City has determined a need to construct sanitary sewer improvements in the area near
13 3065 Sandy Hook Drive; and
14
15 WHEREAS, in order to construct the sanitary sewer improvements, a sewer easement is needed from the
16 property owner at 3065 Sandy Hook Drive, as legally described in the Sewer Easement document,
17 attached hereto as Exhibit A (“Sewer Easement”).
18
19 THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville, Minnesota:
20
21 1. The proposed acquisitions are in compliance with the City of Roseville Comprehensive Plan.
22
23 2. The Council approves the Easement and authorizes the Mayor and City Manager to execute the
24 drainage and utility easement document.
25
26 The motion was duly seconded by Member and upon vote being taken thereon, the following voted in
27 favor thereof: ; and and the following voted against: .
28
29 WHEREUPON said resolution was declared duly passed and adopted.
Attachment F
3065 Sandy Hook Drive Easement
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified City Manager of the City of Roseville, County of
Ramsey, State of Minnesota, do hereby certify that I have carefully compared the attached and foregoing
th
extract of minutes of a regular meeting of said City Council held on the 18 day of May, 2020, with the
original thereof on file in my office.
th
WITNESS MY HAND officially as such Manager this 18 day of May, 2020.
______________________________
Patrick Trudgeon, City Manager
(SEAL)
Attachment F
EXHIBIT A
Sewer Easement
The following documents are attached and made a part of the above Resolution:
1. Sewer Easement
Attachment
AGENDA FOR PUBLICIMPROVEMENTHEARING
Mayorcallsthemeetingtoorderandannouncesthepurposeofthemeetingand format for.
"Thisisapublichearingto consider whether
"Thiswas initiatedTheCouncilwillconsideraresolution
"
THE FOLLOWING AGENDA CAN BE USED AS THE FORMAT FORTHE PUBLICHEARING:
CityManagercommentsincludingbriefdescriptionof,published and mailed
notices,andwrittenobjections tothe
It is suggestedthatthe CityManagershould make a general comment regardingthe published and mailednotices.
Thisshouldincludethefollowinglanguage:
"Published and legal mailed notices have been provided forthis.Legal noticesappeared in the city's
legalnewspaper,The, on .Mailed noticesweresenton.
Affidavitsof mailing areavailable inthe office oftheCityEngineer."
Priortothe hearingproceeding, the CityManager should read all writtenobjections for the project.
CityEngineerbythistimehas provided specificinformation for including
Mayoropenshearingto public. It issuggestedthatthefollowingcommentsbemadebytheMayor:
"In an attempt to provide everyone an opportunity tobeheard and yet conductthehearingin an efficient manner,
we would suggest thatrulesbeused for thehearingforthisproject.Thesewouldincludethefollowing:
1.Individualsshouldidentifythemselvesby giving theirnameand address and should speak into the microphone.
2.Each speaker should limit questionsandcommentstofiveminutes.
3.No person will beheardforasecondtimeuntilall interested persons who wishto speak have hadan
opportunityto do so.
4.Becourteous. No comments fromaudienceorapplauseduringquestion/commentperiod.
Mayorcloseshearing.
Afterallcitizen comments havebeen completed, theMayorshouldindicatethatthepublichearingisclosedand
turnthehearingoverto theCityCouncilfor action.
Councilactionon:Resolution
(Resolutionprovided by CityEngineer.)
Attachment J
SEWEREASEMENT
1 THIS INDENTURE is made as of this day of ,
2 2020, between Richard Young and Carol Young, as joint tenants (“Grantor”), and the City of
3 Roseville, a Minnesota municipal corporation (“City”).
4 WITNESSETH:
5
6 That said Grantor, in consideration of One and no/100 Dollar ($1.00) and other good and
7 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does
8 hereby grant and convey unto the City, and its successors and assigns, a permanent sewer
9 easement on, over, across and through a portion of the following described real property located
10 in Ramsey County, Minnesota, to-wit:
11 See attached Exhibit A
12
13 Said easement being that part of the above described parcel which is legally described as follows:
14 See attached Exhibit B (the “Easement Area”).
15
16 The grant of the foregoing easement includes the right of the City, and its contractors,
17 agents, employees, and successors and assigns, to enter upon and use the Easement Area to
18 construct, reconstruct, inspect, operate, use, maintain, repair and sewer utilities, improvements
19 and appurtenances, on, over, across and through the Easement Area; to grade, level, fill and
1
Attachment J
20 drain the Easement Area; to excavate pipe, cuts, slopes and ditches within the Easement Area; to
21 remove and import soils from and into the Easement Area; to remove trees, brush, undergrowth
22 and other obstructions from the Easement Area; and to do all other acts and things which are
23 reasonably necessary for or incidental to the enjoyment of the easement rights granted herein.
24 The foregoing easement shall be binding upon the Grantor and her heirs, successors, and
25 assigns, shall inure to the benefit ofthe City and its successors and assigns, and shall run with the
26 land.
27 The Grantor, for herself and her heirs, successors, and assigns, covenants with the City,
28 and its successors and assigns, that Grantor is the owner of the Easement Area described herein
29 and has good right to grant and convey the easement given herein to the City.
30 TO HAVE AND TO HOLD THE SAME, together with all the hereditaments and
31 appurtenances thereunto belonging, or in anywise appertaining, to the City, its successors and
32 assigns, forever.
33 (Signatures Follow)
2
Attachment J
IN TESTIMONY WHEREOF, the Grantor has caused this easement to be executed as of
the dayof , 2020.
GRANTOR
Richard Young
Carol Young
STATE OFMINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledgedbeforeme thisday of
, 2020, by Richard Young and Carol Young, as joint tenants, as Grantor.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Erickson, Bell, Beckman & Quinn, P.A.
1700 West Highway 36
Suite 110
Roseville, MN 55113
651-223-4999
3
Attachment J
EXHIBIT A
Grantor’s Property
Legal Description
Lot 3, Block 1, Vi’s Lakeshore, Ramsey County, Minnesota
(abstract property)
4
Attachment J
EXHIBIT B
Easement Area
Legal Description
A 15feet wide utility easement for sanitary sewer purposes over, under and across a
portion of Lot 3, Block 1, Vi’s Lakeshore, the center line of which is described as
follows:
Commencing at the southeast corner of Lot 2, Block 1, Vi’s Lakeshore; thence
North 73 degrees 24 minutes 15 seconds West, (Basis of Bearings: the southerly
line of said Lot 2 is assumed to Bear North 73 degrees 24 minutes 15 seconds
West) along the southerly line of said Lot 2, a distance of 91.37 feet; thence
North 14 degrees 11 minutes 51 seconds East 118.80 feet to a point on the
northerly line of said Lot 2, said point also being a point on the southerly line of
said Lot 3, and said point being the Point of Beginning of the center line to be
described; thence continuing on the last described course of North 14 degrees
11 minutes 51 seconds East 77.94 feet to a point on the northeasterly line of said
Lot 3 and said center line there terminating, the easterly and westerly side lines
of said utility easement are to be shortened or extended so as to terminate at the
said southerly and northeasterly lines of said Lot 3,
All in Ramsey County, Minnesota.
(abstract property)
5
Attachment J
1020
FIGURE 3
PROPOSED UTILITY EASEMENT
511 HEINEL DRIVE
Attachment L
SEWER EASEMENT
1 THIS INDENTURE is made as of this day of ,
2 2020, between Benjamin A. Seim, a married man (“Grantor”), and the City of Roseville, a
3 Minnesota municipal corporation (“City”).
4 WITNESSETH:
5
6 That said Grantor, in consideration of One and no/100 Dollar ($1.00) and other good and
7 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does
8 hereby grant and convey unto the City, and its successors and assigns, a permanent sewer
9 easement on, over, across and through a portion of the following described real property located
10 in Ramsey County, Minnesota, to-wit:
11 See attached Exhibit A
12
13 Said easement being that part of the above described parcel which is legally described as follows:
14 See attached Exhibit B (the “Easement Area”).
15
16 The grant of the foregoing easement includes the right of the City, and its contractors,
17 agents, employees, and successors and assigns, to enter upon and use the Easement Area to
18 construct, reconstruct, inspect, operate, use, maintain, repair and sewer utilities, improvements
19 and appurtenances, on, over, across and through the Easement Area; to grade, level, fill and
20 drain the Easement Area; to excavate pipe, cuts, slopes and ditches within the Easement Area; to
1
Attachment L
21 remove and import soils from and into the Easement Area; to remove trees, brush, undergrowth
22 and other obstructions from the Easement Area; and to do all other acts and things which are
23 reasonably necessary for or incidental to the enjoyment of the easement rights granted herein.
24 The foregoing easement shall be binding upon the Grantor and her heirs, successors, and
25 assigns, shall inure to the benefit ofthe City and its successors and assigns, and shall run with the
26 land.
27 The Grantor, for herself and her heirs, successors, and assigns, covenants with the City,
28 and its successors and assigns, that Grantor is the owner of the Easement Area described herein
29 and has good right to grant and convey the easement given herein to the City.
30 TO HAVE AND TO HOLD THE SAME, together with all the hereditaments and
31 appurtenances thereunto belonging, or in anywise appertaining, to the City, its successors and
32 assigns, forever.
33 (Signatures Follow)
2
Attachment L
IN TESTIMONY WHEREOF, the Grantor has caused this easement to be executed as of
the dayof , 2020.
GRANTOR
Benjamin A. Seim
STATE OFMINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledgedbeforeme thisday of
, 2020, by Benjamin A. Seim, a married man, as Grantor.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Erickson, Bell, Beckman & Quinn, P.A.
1700 West Highway 36
Suite 110
Roseville, MN 55113
651-223-4999
3
Attachment L
EXHIBIT A
Grantor’s Property
Legal Description
Lot 2, Block 1, Vi’s Lakeshore, Ramsey County, Minnesota
(abstract property)
4
Attachment L
EXHIBIT B
Easement Area
Legal Description
A 15feet wide utility easement for sanitary sewer purposes over, under and across a
portion of Lot 2, Block 1, Vi’s Lakeshore, the center line of which is described as
follows:
Commencing at the southeast corner of said Lot 2; thence North 73 degrees 24
minutes 15 seconds West, (Basis of Bearings: the southerly line of said Lot 2 is
assumed to Bear North 73 degrees 24 minutes 15 seconds West) along the
southerly line of said Lot 2, a distance of 91.37 feet to the Point of Beginning of
the center line to be described; thence North 14 degrees 11 minutes 51 seconds
East 118.80 feet to a point on the northerly line of said Lot 2 and said center line
there terminating, the easterly and westerly side lines of said utility easement
are to be shortened or extended so as to terminate at the said southerly and
northerly lines of said Lot 2,
All in Ramsey County, Minnesota.
(abstract property)
5
Attachment L
1020
FIGURE 2
PROPOSED UTILITY EASEMENT
513 HEINEL DRIVE
Attachment N
SEWER EASEMENT
1 THIS INDENTURE is made as of this day of ,
2 2020, between Julia Ann McFarlin, as Trustee of Julia Ann McFarlin Trust(“Grantor”), and the
3 City of Roseville, a Minnesota municipal corporation (“City”).
4 WITNESSETH:
5
6 That said Grantor, in consideration of One and no/100 Dollar ($1.00) and other good and
7 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does
8 hereby grant and convey unto the City, and its successors and assigns, a permanent sewer
9 easement on, over, across and through a portion of the following described real property located
10 in Ramsey County, Minnesota, to-wit:
11 See attached Exhibit A
12
13 Said easement being that part of the above described parcel which is legally described as follows:
14 See attached Exhibit B (the “Easement Area”).
15
16 The grant of the foregoing easement includes the right of the City, and its contractors,
17 agents, employees, and successors and assigns, to enter upon and use the Easement Area to
18 construct, reconstruct, inspect, operate, use, maintain, repair and sewer utilities, improvements
19 and appurtenances, on, over, across and through the Easement Area; to grade, level, fill and
20 drain the Easement Area; to excavate pipe, cuts, slopes and ditches within the Easement Area; to
1
Attachment N
21 remove and import soils from and into theEasement Area; to remove trees, brush, undergrowth
22 and other obstructions from the Easement Area; and to do all other acts and things which are
23 reasonably necessary for or incidental to the enjoyment of the easement rights granted herein.
24 The foregoing easement shall be binding upon the Grantor and her heirs, successors, and
25 assigns, shall inure to the benefit of the City and its successors and assigns, and shall run with the
26 land.
27 The Grantor, for herself and her heirs, successors, and assigns, covenants with the City,
28 and its successors and assigns, that Grantor is the owner of the Easement Area described herein
29 and has good right to grant and convey the easement given herein to the City.
30 TO HAVE AND TO HOLD THE SAME, together with all the hereditaments and
31 appurtenances thereunto belonging, or in anywise appertaining, to the City, its successors and
32 assigns, forever.
33 (Signatures Follow)
2
Attachment N
IN TESTIMONY WHEREOF, the Grantor has caused this easement to be executed as of
the day of , 2020.
GRANTOR
Julia Ann McFarlin
STATE OFMINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledgedbeforeme thisday of
, 2020, by Julia Ann McFarlin, as Trustee of Julia Ann McFarlin Trust, as
Grantor.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Erickson, Bell, Beckman & Quinn, P.A.
1700 West Highway 36
Suite 110
Roseville, MN 55113
651-223-4999
3
Attachment N
EXHIBIT A
Grantor’s Property
Legal Description
Lot 1, Block 1, Vi’s Lakeshore, Ramsey County, Minnesota
(abstract property)
4
Attachment N
EXHIBIT B
Easement Area
Legal Description
A 15 feet wide utility easement for sanitary sewer purposes over, under and across a
portion of Lot 1, Block 1, Vi’s Lakeshore, the center line of which is described as
follows:
Commencing at the northeasterly corner of said Lot 1; thence North 73 degrees
24 minutes 15 seconds West, (Basis of Bearings: the northerly line of said Lot 1
is assumed to Bear North 73 degrees 24 minutes 15 seconds West) along the
northerly line of said Lot 1, a distance of 91.37 feet to the Point of Beginning of
the center line to be described; thence South 14 degrees 11 minutes 51 seconds
West 16.94 feet and said center line there terminating, the easterly and westerly
side lines of said utility easement are to be shortened or extended so as to
terminate at the said northerly line of said Lot 1,
All in Ramsey County, Minnesota.
(abstract property)
5
Attachment N
1020
FIGURE 1
PROPOSED UTILITY EASEMENT
515 HEINEL DRIVE
Attachment P
SEWER EASEMENT
1 THIS INDENTURE is made as of this day of ,
2 2020, between Blake Olson and Erin L. Olson, as husband and wife (“Grantor”), and the City of
3 Roseville, a Minnesota municipal corporation (“City”).
4 WITNESSETH:
5
6 That said Grantor, in consideration of One and no/100 Dollar ($1.00) and other good and
7 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does
8 hereby grant and convey unto the City, and its successors and assigns, a permanent sewer
9 easement on, over, across and through a portion of the following described real property located
10 in Ramsey County, Minnesota, to-wit:
11 See attached Exhibit A
12
13 Said easement being that part of the above described parcel which is legally described as follows:
14 See attached Exhibit B (the “Easement Area”).
15
16 The grant of the foregoing easement includes the right of the City, and its contractors,
17 agents, employees, and successors and assigns, to enter upon and use the Easement Area to
18 construct, reconstruct, inspect, operate, use, maintain, repair and sewer utilities, improvements
19 and appurtenances, on, over, across and through the Easement Area; to grade, level, fill and
20 drain the Easement Area; to excavate pipe, cuts, slopes and ditches within the Easement Area; to
1
Attachment P
21 remove and import soils from and into the Easement Area; to remove trees, brush, undergrowth
22 and other obstructions from the Easement Area; and to do all other acts and things which are
23 reasonably necessary for or incidental to the enjoyment of the easement rights granted herein.
24 The foregoing easement shall be binding upon the Grantor and her heirs, successors, and
25 assigns, shall inure to the benefit ofthe City and its successors and assigns, and shall run with the
26 land.
27 The Grantor, for herself and her heirs, successors, and assigns, covenants with the City,
28 and its successors and assigns, that Grantor is the owner of the Easement Area described herein
29 and has good right to grant and convey the easement given herein to the City.
30 TO HAVE AND TO HOLD THE SAME, together with all the hereditaments and
31 appurtenances thereunto belonging, or in anywise appertaining, to the City, its successors and
32 assigns, forever.
33 (Signatures Follow)
2
Attachment P
IN TESTIMONY WHEREOF, the Grantor has caused this easement to be executed as of
the dayof , 2020.
GRANTOR
Blake Olson
Erin L. Olson
STATE OFMINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledgedbeforeme thisday of
, 2020, by Blake Olson and Erin L. Olson, as husband and wife, as
Grantor.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Erickson, Bell, Beckman & Quinn, P.A.
1700 West Highway 36
Suite 110
Roseville, MN 55113
651-223-4999
3
Attachment P
EXHIBIT A
Grantor’s Property
Legal Description
Lot 18, Block 1, Owasso Shores Addition and an undivided ¼ interest in Lots 2A and 17A,
Block 1, Owasso Shores Addition, all according to the plat of said Owasso Shores Addition,
Ramsey County, Minnesota.
(abstract property)
4
Attachment P
EXHIBIT B
Easement Area
Legal Description
A utility easement for sanitary sewer purposes over, under and across a triangular
shaped portion of Lot 18, Block 1, Owasso Shores Addition, which is more
particularly described as follows:
All that part of the following described triangular shaped piece of land which
lies southerly of the northerly 10.00 feet of said Lot 18:
Beginning at the Northwest corner of said Lot 18; thence easterly, along the
northerly line of said Lot 18, a distance 40.13 feet; thence southwesterly, along
a straight line, to a point on the westerly line of said Lot 18 which is 47.30 feet
southeasterly of the Northwest corner of said Lot 18, as measured along said
westerly line; thence northwesterly, along the said westerly line of said Lot 18, a
distance of 47.30 to the Point of Beginning,
All in Ramsey County, Minnesota.
(abstract property)
5
Attachment P
1020
FIGURE 4
PROPOSED UTILITY EASEMENT
3065 SANDY HOOK DRIVE
REQUEST FOR COUNCIL ACTION
Date: May 18, 2020
Item No.: 7.c
Department Approval City Manager Approval
Item Description: Approve Resolution Approving the Vacation of Easements Related to the
Lexington Woods Plat
1 B ACKGROUND
2 As part of a proposed development, Lexington Woods, located in the southeast quadrant of
3 Lexington Avenue and County Road C2, the developer’s surveyor has recommended the vacation of
4 two (2) road right-of-ways and five (5) sewereasements running through the property. This
5 recommendation is based on the redevelopment of the site and the relocation of a portion of a
6 sanitary sewer line needed to accommodate new homes on the site as part of the development. The
7 proposed vacations are shown on the attached Vacation Exhibits (Attachment D). New easements
8 for sanitary sewer, and drainage and utility easements, would be established when the final plat of
9 Lexington Woods is approved.
10 The vacation will be not be official until such time as the City Manager executes and records a
11 Notice of Completion of this vacation. This will be done once a Final Plat has been approved.
12 Therefore, staff is recommending the vacationof the right-of-ways and easement vacations.
13 F INANCIAL I MPACTS
14 There is no financial impact to the City of Roseville. The property owner will need to enter into a
15 Public Improvement Contract with the City to realign the City’s sanitary sewer at their cost. All work
16 would need to be completed to the satisfaction of the City Engineer.
17 S TAFF R ECOMMENDATION
18 Staff recommends that the City Council approve the attached resolution approving the vacation of
19 the right-of-ways and easements related to the Lexington Woods Plat.
20 R EQUESTED C OUNCIL A CTION
21 Conduct a public hearing receiving any public comments related to the proposed right-of-ways and
22 easements vacations.
23 Consider approval of a resolution approving the vacation of right-of-ways and easements related to
24 the Lexington Woods Plat.
Prepared by: Jesse Freihammer, City Engineer/Assistant Public Works Director
Attachments: A: Resolution
B: Public Hearing Agenda
C: Map of Easement Vacations
D: Vacation Exhibits
D: Proposed Final Plat of Lexington Woods
Page 1 of 1
Attachment A
EXTRACT OF MINUTES OF MEETING
OF THE
CITY COUNCIL OF THE CITY OF ROSEVILLE
* * * * * * * * * * * * * * * * *
1 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
2 Roseville, County of Ramsey, Minnesota, was duly held on the 18 day of May, 2020, at 6:00
3 p.m.
4
5 The following members were present: ; and and the following members were absent:
6
7
8 Councilmember introduced the following resolution and moved its adoption:
9
10 RESOLUTION NO.
11
12 APPROVINGTHE VACATION OF EASEMENTS FOR SEWER PURPOSES AND
13 RIGHT-OF-WAY OVER CERTAIN PROPERTY LOCATED IN THE PLAT OF THE
14 LEXINGTON, RAMSEY COUNTY, MINNESOTA, AND OVER CERTAIN PROPERTY
15 LOCATED IN THE PLAT OF ROSEVILLE HEIGHTS NO. 2, RAMSEY COUNTY,
16 MINNESOTA.
17
18 WHEREAS, a petition from adjacent property owners has been filed with the City of Roseville
19 requesting the vacation of two right-of-ways and five sewer easements over certain property
20 located within the real property legally described as follows:
21
22 See attached Exhibit A (the “Property”).
23
24 WHEREAS, the easements to be vacated are the portions of the following easements that are
25 located within the Property:
26
27 See attached Exhibit B (the “Easements”).
28
29 WHEREAS, after two weeks published and posted notice have been given as well as notice
30 having been mailed to all affected property owners according to Minnesota Statutes, a public
th
31 hearing was held on the 18 day of May, 2020, at which time all persons interested in said
32 vacation were given an opportunity to be heard; and
33
34 WHEREAS, the Roseville City Council has determined that the vacation would be in the public
35 interest.
36
2
1 NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
2 ROSEVILLE, MINNESOTA:
3
4 1.That the City of Roseville hereby vacates the portions ofthe easementslocated within the
5 Property.
6
7 2. The vacation applies only to the portions of the Easementslocated within the Property and
8 not to: (a) the rights of existing utilities, if any, and (b) any other easements running to or
9 benefiting the City of Roseville, if any.
10
11 3. Contingent upon the establishment of new easements on the Property, dedicated to the City
12 of Roseville on the final plat, and also contingent upon relocation of utilities into the new
13 easements, the City Manager is directed to execute and record a Notice of Completion of
14 this vacation proceeding pursuant to Minnesota Statutes § 412.851. The vacation authorized
15 by this Resolution shall not be effective until the Notice of Completion is recorded in the
16 office of the Ramsey County Recorder.
17
18 The motion was duly seconded by Councilmember and upon vote being taken thereon, the
19 following voted in favor thereof: ; and and thefollowing voted against:
20
21 WHEREUPON said resolution was declared duly passed and adopted.
3
Resolution –Right of Way Vacation Lexington Woods
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified City Manager of the City of Roseville,
County of Ramsey, State of Minnesota, do hereby certify that I have carefully compared
the attached and foregoing extract of minutes of a regular meeting of said City Council
th
held on the 18day of May, 2020, with the original thereof on file in my office.
th
WITNESS MY HAND officially as such Managerthis 18day of May, 2020.
______________________________
Patrick Trudgeon, City Manager
(SEAL)
1
4
1 EXHIBIT A
2 Legal Description
3 TRACT 1:
4 Lot 7, Block 5, ROSEVILLE HEIGHTSNO. 2, according to the recorded plat thereof,
5 Ramsey County, Minnesota
6 Abstract Property
7
8 TRACT 2:
9 Lot 8, Block 5, ROSEVILLE HEIGHTSNO. 2, according to the recorded plat thereof,
10 Ramsey County, Minnesota
11 Abstract Property
12
13 TRACT 3:
14 Lot 9, Block 5, ROSEVILLE HEIGHTSNO. 2, according to the recorded plat thereof,
15 Ramsey County, Minnesota
16 Abstract Property
17
18 TRACT 4:
19 Lot 10, Block 5, ROSEVILLE HEIGHTS NO. 2, according to the recorded plat thereof,
20 Ramsey County, Minnesota
21 Abstract Property
22
23 TRACT 5:
24 Lot 11, Block 5, ROSEVILLE HEIGHTS NO. 2, according to the recorded plat thereof,
25 Ramsey County, Minnesota
26 Abstract Property
27
28 TRACT 6:
29 Lexington Avenue as dedicated in THE LEXINGTON, according to the recorded plat
30 thereof, Ramsey County, Minnesota
31 Abstract Property
32
33 TRACT 7:
34 Lexington Place as dedicated in ROSEVILLE HEIGHTS NO. 2, according to the
35 recorded plat thereof, Ramsey County, Minnesota
36 Abstract Property
37
5
1
2 EXHIBIT B
3 Easements
4 The portions of the following easements that are located within the Property legally described on
5 Exhibit A:
6
7 1. Easement for sewer purposes, in favor of the City of Roseville, as contained in the
8 Easement dated June 19, 1964, filed June 22, 1964, as Document No. 1621666.
9 That part of the Westerly 10 feet of Lot 7, Block 5, ROSEVILLE HEIGHTS NO.
10 2, according to the plat thereof and of record in the office of the Registrar of Deeds
11 in and for Ramsey County, Minnesota. (Tract 1)
12
13 2. Easement for sewer purposes, in favor of the City of Roseville, as contained in the
14 Easement dated June 19, 1964, filed June 22, 1964, as Document No. 1621665.
15 That part of the Westerly 10 feet of Lot 8, Block 5, ROSEVILLE HEIGHTS NO.
16 2, according to the plat thereof and of record in the office of the Registrar of Deeds
17 in and for Ramsey County, Minnesota. (Tract 2)
18
19 3. Easement for sewer purposes, in favor of the City of Roseville, as contained in the
20 Easement dated June 19, 1964, filed June 22, 1964, as Document No. 1621664.
21 That part of the Westerly 10 feet of Lot 9, Block 5, ROSEVILLE HEIGHTS NO.
22 2, according to the plat thereof and of record in the office of the Registrar of Deeds
23 in and for Ramsey County, Minnesota. (Tract 3)
24
25 4. Easement for sewer purposes, in favor of the City of Roseville, as contained in the
26 Easement dated June 19, 1964, filed June 22, 1964, as Document No. 1621663.
27 That part of the Northerly 10 feet and the Westerly 10 feet of the Southerly 71 feet
28 of Lot 10, Block 5, ROSEVILLE HEIGHTS NO. 2, according to the plat thereof
29 and of record in the office of the Registrar of Deeds in and for Ramsey County,
30 Minnesota. (Tract 4)
31
32 5.Easement for sewer purposes, in favor of the City of Roseville, as contained in the
33 Easement dated June 19, 1964, filed June 22, 1964, as Document No. 1621661.
34 That part of the Southerly 10 feet of Lot 11, Block 5, ROSEVILLE HEIGHTS NO.
35 2, according to the plat thereof and of record in the office of the Registrar of Deeds
36 in and for Ramsey County, Minnesota, which lies Westerly of the Easterly 20 feet
37 of said Lot 11. (Tract 5)
38
39 6. All that part of Lexington Avenue which lies north of the south line of Block 4,
40 ROSEVILLE HEIGHTS, according to the recorded plat thereof, Ramsey County,
41 Minnesota, and its westerly extension; and which lies easterly of a line drawn
42 distant 50.00 feet easterly of and parallel with the centerline of Lexington Avenue
43 as dedicated on the recorded plat of THE LEXINGTON, Ramsey County,
44 Minnesota. (Tract 6)
45
7. All that part of Lexington Place as dedicated on the recorded plat of ROSEVILLE
HEIGHTS NO. 2, Ramsey County, Minnesota. (Tract 7)
Attachment
AGENDA FOR PUBLICIMPROVEMENTHEARING
Mayorcallsthemeetingtoorderandannouncesthepurposeofthemeetingand format for.
"Thisisapublichearingto consider whether
"Thiswas initiatedTheCouncilwillconsidera
resolution"
THE FOLLOWING AGENDA CAN BE USED AS THE FORMAT FORTHE PUBLICHEARING:
CityManagercommentsincludingbriefdescriptionof,published and mailed
notices,andwrittenobjections tothe
It is suggestedthatthe CityManagershould make a general comment regardingthe published and mailednotices.
Thisshouldincludethefollowinglanguage:
"Published and legal mailed notices have been provided forthis.Legal noticesappeared in the city's
legalnewspaper,The, on .Mailed noticesweresenton.
Affidavitsof mailing areavailable inthe office oftheCityEngineer."
Priortothe hearingproceeding, the CityManager should read all writtenobjections for the project.
CityEngineerbythistimehas provided specificinformation for including
Mayoropenshearingto public. It issuggestedthatthefollowingcommentsbemadebytheMayor:
"In an attempt to provide everyone an opportunity tobeheard and yet conductthehearingin an efficient manner,
we would suggest thatrulesbeused for thehearingforthisproject.Thesewouldincludethefollowing:
1.Individualsshouldidentifythemselvesby giving theirnameand address and should speak into the microphone.
2.Each speaker should limit questionsandcommentstofiveminutes.
3.No person will beheardforasecondtimeuntilall interested persons who wishto speak have hadan
opportunityto do so.
4.Becourteous. No comments fromaudienceorapplauseduringquestion/commentperiod.
Mayorcloseshearing.
Afterallcitizen comments havebeen completed, theMayorshouldindicatethatthepublichearingisclosedand
turnthehearingoverto theCityCouncilfor action.
Councilactionon:Resolution
(Resolutionprovided byCityEngineer.)
2890
2882
CO
2 W UNTY
AD C ROA
RO D C2
UNTY W
CO
1080
1050
1040
2874
1120
2865
2864
2863
2862
2863
2857
2865
2854
2855
2859
2854
2855
2851
2846
2847
2847
2846
2843
28412849
2840
2839
2839
2838
2837
2832
2831
2831
2830
2829
2833
2825
2824
2825
2824
2825
2821
2817
2816
2814
2811
2817
2811
2809
2808
2809
2805
2804
2803
2801
2800
2797
2801
2796
2797
2796
2795
2793
2790
2791
2789
2788
2785
2789
2779
2778
2776
2779
2777
2755
2777
2772
2787
2764
2763
2763
2765
JUDITH A
VE
2750
2753
2756
2757
2750
2753
2748
2751
2748
2749
2742
2743
2744
2745
2740
2741
2737
2740
2737
2734
2730
2719-
2730
2731
2737
2729
2728
2726
2723
1145
2721
1135
1059
1051
WOO
DHILL DR
WOODHILL DR
1140
2700
2701
1020
Data Sources and Contacts:
* Ramsey County GIS Base Map (9/04/19)
* City of Roseville Engineering Department
For further information regarding the contents of this map contact:
Lexington Avenue Vacations
City of Roseville, Engineering Department,
Road Right-of-Way
2660 Civic Center Drive, Roseville MN
DISCLAIMER:
This map is neither a legally recorded map nor a survey and is not intended to be used as one. This map is a compilation of records,
04080120160Feet
information and data located in various city, county, state and federal offices and other sources regarding the area shown, and is to
be used for reference purposes only. The City does not warrant that the Geographic Information System (GIS) Data used to prepare
Prepared by:
this map are error free, and the City does not represent that the GIS Data can be used for navigational, tracking or any other purpose
requiring exacting measurement of distance or direction or precision in the depiction of geographic features. If errors or discrepancies
Sanitary Sewer Easement
Engineering Department
are found please contact 651-792-7075. The preceding disclaimer is provided pursuant to Minnesota Statutes §466.03, Subd. 21 (2000),
mapdoc: LexingtonAveVacationAdditional.mxd
and the user of this map acknowledges that the City shall not be liable for any damages, and expressly waives all claims, and agrees to
March 20, 2020 defend, indemnify, and hold harmless the City from any and all claims brought by User, its employees or agents, or third parties which
map: LexingtonAveVacationAdditional.pdf
´
arise out of the user's access or use of data provided.
DESCRIPTION
The Westerly 10 feet of Lot 7, Block 5, ROSEVILLE HEIGHTS NO. 2, according to the plat thereof
and of record in the office of the Registrar of Deeds in and for Ramsey County, Minnesota.
0
1
The West Line of
Lot 7, Block 5,
ROSEVILLE HEIGHTS NO. 2
10
MINNESOTA CERTIFICATION
I hereby certify that this survey, plan or report was
prepared by me or under my direct supervision and that I
am a duly Licensed Land Surveyor under the laws of the
State of Minnesota.
Dated this 17th day of March, 2020
0100200
CivilSiteGroup.com
______________________________________________
Rory L. Synstelien Minnesota License No. 44565 Drawn By: CJ
SCALE IN FEET
Project No. 18244 SHEET 1 OF 1
DESCRIPTION
The Westerly 10 feet of Lot 8, Block 5, ROSEVILLE HEIGHTS NO. 2, according to the plat thereof
and of record in the office of the Registrar of Deeds in and for Ramsey County, Minnesota.
10
The West Line of
Lot 8, Block 5,
ROSEVILLE HEIGHTS NO. 2
10
MINNESOTA CERTIFICATION
I hereby certify that this survey, plan or report was
prepared by me or under my direct supervision and that I
am a duly Licensed Land Surveyor under the laws of the
State of Minnesota.
Dated this 17th day of March, 2020
0100200
CivilSiteGroup.com
______________________________________________
Rory L. Synstelien Minnesota License No. 44565 Drawn By: CJ
SCALE IN FEET
Project No. 18244 SHEET 1 OF 1
DESCRIPTION
The Westerly 10 feet of Lot 9, Block 5, ROSEVILLE HEIGHTS NO. 2, according to the plat thereof
and of record in the office of the Registrar of Deeds in and for Ramsey County, Minnesota.
10
The West Line of
Lot 9, Block 5,
ROSEVILLE HEIGHTS NO. 2
10
MINNESOTA CERTIFICATION
I hereby certify that this survey, plan or report was
prepared by me or under my direct supervision and that I
am a duly Licensed Land Surveyor under the laws of the
State of Minnesota.
Dated this 17th day of March, 2020
0100200
CivilSiteGroup.com
______________________________________________
Rory L. Synstelien Minnesota License No. 44565 Drawn By: CJ
SCALE IN FEET
Project No. 18244 SHEET 1 OF 1
DESCRIPTION
The Northerly 10 feet and the Westerly 10 feet of the Southerly 71 feet of Lot 10, Block 5, ROSEVILLE HEIGHTS NO. 2,
according to the plat thereof and of record in the office of the Registrar of Deeds in and for Ramsey County, Minnesota.
The North Line of
Lot 10, Block 5,
ROSEVILLE HEIGHTS NO. 2
0
1
10
0
1
The West Line of
1Lot 10, Block 5,
7
ROSEVILLE HEIGHTS NO. 2
0
1
MINNESOTA CERTIFICATION
I hereby certify that this survey, plan or report was
prepared by me or under my direct supervision and that I
am a duly Licensed Land Surveyor under the laws of the
State of Minnesota.
Dated this 17th day of March, 2020
0100200
CivilSiteGroup.com
______________________________________________
Rory L. Synstelien Minnesota License No. 44565 Drawn By: CJ
SCALE IN FEET
Project No. 18244 SHEET 1 OF 1
DESCRIPTION
That part of the Southerly 10 feet of Lot 11, Block 5, ROSEVILLE HEIGHTS NO. 2, according to the plat thereof and of record in
the office of the Registrar of Deeds in and for Ramsey County, Minnesota, which lies Westerly of the Easterly 20 feet of said Lot 11.
The West Line of the
0
2
Easterly 20 feet of
Lot 11, Block 5,
ROSEVILLE HEIGHTS NO. 2
0
1
10
20
The South Line of
Lot 11, Block 5,
ROSEVILLE HEIGHTS NO. 2
MINNESOTA CERTIFICATION
I hereby certify that this survey, plan or report was
prepared by me or under my direct supervision and that I
am a duly Licensed Land Surveyor under the laws of the
State of Minnesota.
Dated this 20th day of March, 2020
0100200
CivilSiteGroup.com
______________________________________________
Rory L. Synstelien Minnesota License No. 44565 Drawn By: CJ
SCALE IN FEET
Project No. 18244 SHEET 1 OF 1
DESCRIPTION
All that part of Lexington Avenue which lies north of the south line of Block 4, ROSEVILLE HEIGHTS, according to the recorded plat thereof, Ramsey
County, Minnesota, and its westerly extension; and which lies easterly of a line drawn distant 50.00 feet easterly of and parallel with the centerline of
Lexington Avenue as dedicated on the recorded plat of THE LEXINGTON, Ramsey County, Minnesota.
.5
49
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& Its W'ly Extension.
MINNESOTA CERTIFICATION
I hereby certify that this survey, plan or report was
prepared by me or under my direct supervision and that I
am a duly Licensed Land Surveyor under the laws of the
State of Minnesota.
Dated this 17th day of March, 2020
0200400
CivilSiteGroup.com
______________________________________________
Rory L. Synstelien Minnesota License No. 44565 Drawn By: CJ
SCALE IN FEET
Project No. 18244 SHEET 1 OF 1
DESCRIPTION
All that part of Lexington Place as dedicated on the recorded plat of ROSEVILLE HEIGHTS NO. 2, Ramsey County, Minnesota.
49.5
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MINNESOTA CERTIFICATION
I hereby certify that this survey, plan or report was
prepared by me or under my direct supervision and that I
am a duly Licensed Land Surveyor under the laws of the
State of Minnesota.
Dated this 17th day of March, 2020
0200400
CivilSiteGroup.com
______________________________________________
Rory L. Synstelien Minnesota License No. 44565 Drawn By: CJ
SCALE IN FEET
Project No. 18244 SHEET 1 OF 1
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50
Denotes Found Iron Monument (See map for type)Denotes 1/2 inch by 14 inch Rebar set marked with plastic capinscribed "RLS 44565"Denotes Cast Iron Monument.Drainage and Utility Easement
The orientation of this bearing system is based upon Ramsey County
Coordinates, North American Datum of 1983, 1986 Adjustment.
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9
COUNTY SURVEYORCOUNTY RECORDERCOUNTY OF RAMSEY, STATE OF MINNESOTA this COUNTY OF RAMSEY, STATE OF MINNESOTA this
Pursuant to Minnesota Statutes, Section 383A.42, this plat is approved this Daniel D. Baar, L.S,Ramsey County SurveyorI hereby certify that this plat of LEXINGTON WOODS was filed in
the office of the County Recorder for public record onBookDeputy County Recorder REGISTRAR OF TITLES I hereby certify that this plat of LEXINGTON WOODS was filed in the office of the
Registrar of Titles for public record onBookDeputy Registrar of Titles
,
, City Manager
, 20on the land hereinbefore described have been paid.
My Commission Expires:
, the City Council of the Roseville, Minnesota, approved this plat.
, 20
.
day of
.
, 20
, 20
Notary Printed Nameday of
, Mayor
County,
day of
day of
SURVEYORS CERTIFICATE I Rory L. Synstelien, Licensed Land Surveyor, do hereby certify that I have surveyed or directly supervised the survey of the property described on this plat;prepared
this plat or directly supervised the preparation of this plat; that this plat is a correct representation of the boundary survey; that all mathematical dataand labels are correctly
designated on this plat; that all monuments depicted on this plat have been correctly set; that all monuments indicated on this plat willbe correctly set within one year; that all water
boundaries and wet lands, as defined in Minnesota Statutes, Section 505.01, Subd. 3, as of the date of thesurveyor's certification are shown and labeled on this plat; and all public
ways are shown and labeled on this plat.Dated this Rory L. Synstelien, Land SurveyorMinnesota License No. 44565STATE OF MINNESOTA,COUNTY OF This instrument was acknowledged before me
this by Rory L. Synstelien, a Licensed Land Surveyor.Notary Public, SignatureNotary Public ROSEVILLE, MINNESOTA We do hereby certify that on the Also, the conditions of Minnesota
Statutes, Section 505.03, Subd. 2, have been fulfilled.PROPERTY TAX, RECORDS AND ELECTION SERVICES DEPARTMENT Pursuant to Minnesota Statutes, Section 505.021, Subd. 9, taxes payable
in the year Also pursuant to Minnesota Statutes, Section 272.12, there are no delinquent taxes and transfers enteredthis Christopher A. Samuel, Ramsey County Auditor/Treasurer.By___________________
________________, Deputy
LEXINGTON WOODS
,
, by
, 20
My Commission Expires:
day of
ate of Minnesota:
Lexington Woods, LLC, a Minnesota limited liability company, fee owner of the following described property
.
Its
Th
Notary Printed Name
of Lexington Woods, LLC, a Minnesota limited liability company, on behalf of the company. County,
, 20
day of
Outlot A, The Lexington, Ramsey County, MinnesotaTorrens Property
Lots 1, 2, 3, 4, 5, and 6, Block 4, Roseville Heights, Ramsey County, Minnesota.Lots 7, 8, 9, 10, 11, and 12, Block 5, Roseville Heights No. 2, Ramsey County, Minnesota.
situated in the City of Roseville, County of Ramsey, ANDANDdrainage and utility easements as shown on this plat.this This instrument was acknowledged before me this
KNOW ALL PERSONS BY THESE PRESENTS:Has caused the same to be surveyed and platted as LEXINGTON WOODS and does hereby dedicate to the public for public use forever the public way and
theIn witness whereof said Lexington Woods, LLC, a Minnesota limited liability company, has caused these presents to be signed by its proper officerSIGNED: Lexington Woods, LLCBySTATE
OF _______________,COUNTY OF ________________its Notary Public, SignatureNotary Public
REQUEST FOR COUNCIL ACTION
Date:May 18, 2020
ItemNo.:7.d
Department ApprovalCity Manager Approval
Item Description:Adopt a resolutionapprovingof the Lexington Woodspreliminary platand a
subdivision varianceto subdivide the subject property into 32 lots for a one-
family, attached townhouse development along a private cul-de-sac street
(PF20-003)
1
B ACKGROUND
Applicant:Lexington Woods LLC
Location:unaddressed land in the SE corner of Lexington Avenue and County Road C2
Property Owner:Gaughan Companies and the estate of George John Reiling
Open House Meeting:March 19 –March 31
Application Review Timelines
Preliminary Plat:Application received 3/4/2020; Considered complete 4/3/2020
City Action Deadline; 8/1/2020, per Minn. Stat. §462.358 subd. 3b
Subdivision Variance:Application received 3/4/2020; Considered complete 4/3/2020
City Action Deadline; 8/1/2020, per Minn. Stat. §462.358 subd. 3b
Final Plat:Application received 3/4/2020; Considered complete 5/7/2019
City Action Deadline: 7/6/2020, per Minn. Stat. §15.99
General Site Information
Land Use Context
Existing Land UseGuidingZoning
undevelopedMRMDR
Site
Jake Josephine ParkPOSPR
North
Multifamily residentialHRHDR-1
West
One-family, detached residentialLRLDR-1
East
One-family, detached residentialLRLDR-1
South
Notable Natural Features:the site contains many mature trees and contaminated soils in one area
Land Use History:none
7d RCA
Page 1of 7
1 The site comprises land from three earlier plats:
2 The triangular area on the western side of the site was a remnant outlot from The Lexington plat
3 of 1988.
4 The undeveloped right-of-way for Lexington Place and the six undeveloped residential lots in the
5 northeastern part of the site was part of the 1953 Roseville Heights No. 2 plat.
6 The undeveloped right-of-way for Lexington Avenue and the six undeveloped residential lots in
7 the southeastern part of the site was part of the 1948 Roseville Heights plat.
8 On behalf of the property owners, the applicant proposes to replat the land and develop the site with a
9 32-unit, row house neighborhood on the northern part of the site and the southern portion would remain
10 undeveloped. The proposed preliminary plat is illustrated in Attachment C, along with other
11 development information.
12 When exercising the “quasi-judicial” authority on subdivision requests, the role of the City is to
13 determine the facts associated with a particular proposal and apply those facts to the legal standards
14 contained in the ordinance and relevantstate law. In general, if the facts indicate the application meets
15 the relevant legal standards and will not compromise the public health, safety,and general welfare, then
16 the applicant is likely entitled to the approval. The City is, however, able to add conditions to
17 subdivision approvals to ensure that potential impacts to parks, schools, roads, storm sewers, and other
18 public infrastructure on and around the subject property are adequately addressed. Subdivisions may
19 also be modified to promote the public health, safety, and general welfare, and to provide for the
20 orderly, economic, and safe development of land, and to promote housing affordability for all levels.
21 Preliminary Plat Analysis
22 Roseville’s Development Review Committee (DRC) met on several occasions in early 2020 to review
23 the proposed subdivision plans. Some of the comments and feedback based on the DRC’s review of the
24 application are included in the analysis below, and the full comments offered by DRC members are
25 included with this RCA as Attachment D.
26 Proposed Lots
27 Although there are no minimum width or depth requirements for lots in the MDR zoning district, the
28 proposed lots for middle units in the row house structures are 24 feet wide, and the end units are 32 feet
29 wide. The MDR district does require a minimum area of 3,600 square feet per dwelling unit (a total of
30 115,200 square feet) across the development. Without including the proposed private street or the area
31 being considered for park dedication, the Lexington Woods plat would meet this area requirement with
32 about 125,000 square feet. This area is equal to about 2.87 acres, which puts the proposed 32-unit
33 development at 11.15 units per acre, conforming to the MDR district’s 12 dwellings per acre limit.
34 Although building setbacks are not specifically reviewed and approved as part of a plat application, the
35 buildings represented in the development plans do appear to conform to the minimum setbacks of the
36 MDR district.
37 Easements
38 Roseville’s City Engineer has indicated the following:
39 Right-of-Way and easement vacations required, and staff supports the vacations provided new
40 easements will be dedicated in the plat.
7d RCA
Page 2 of 7
41 The proposed drainage and utility easements as shown on the proposed plat meet the
42 requirements of the City.
43 Proposed Private Street and Pathway
44 The Subdivision Code limits the length of cul-de-sac streets to 500 feet, and the proposed cul-de-sac
45 street is approximately 550 feet long. The requested Subdivision Variance, analyzed below, is intended
46 to address this nonconformity.
47 The City Engineer supports the width and design of the street, and specifies that based on the
48 width, on-street parking will not be permitted. The roadway meets Citydesign standards, except
49 for the length. Final construction plans will be approved by the City prior to issuing permits.
50 On account of more urgent community-health related priorities, Roseville’s Fire Department
51 Chief has not had an opportunity in recent weeks to prepare a formal memo, but he has
52 confirmed his support for the longer-than-standard cul-de-sac street, with the condition that the
53 developer installs a fire hydrant at both ends of the proposed street.
54 The site plan included with this RCA as part of Attachment C shows a pathway along the east
55 side of Lexington, running the length of the development, which the applicants have been
56 designing to meet Roseville’s requirements.
57 Park Dedication
58 This subdivision proposal elicits the park dedication requirement because the subject property is greater
59 than one acre in size and the proposal results in a net increase of development lots. The Parks and
60 Recreation Commission (PRC) reviewed the proposal on May 5, and recommended a dedication of land.
61 The City Attorney has subsequently advised that the acceptance of a land dedication be contingent on
62 receiving an appropriate statement of liability from the Minnesota Pollution Control Agency (MPCA)
63 and satisfactory due-diligence regarding the conditions of the soils in the dedicated land area.
64 The applicant’s soil borings, test pits, and Phase 1 & 2 reports reveal some petroleum impacts from
65 buried bituminous debrisin the north area of Outlot B and non-structural fill soils elsewherein the
66 southern part of the site. While the MPCA does not require any remediation prior to using the land, as it
67 is,for passive recreational purposes, full remediation would be required if any part of the of the
68 contaminated soils would be disturbed for development of homes, roads, utilities, etc. Therefore, since
69 the applicants do not intend to develop any of the land south of their proposal, they were amenable to
70 dedicating all of the land south of their proposal to the City for public park use. This dedication includes
71 1.61 acres between the Judith Avenue right-of-way and 0.67 acres south of the Judith Avenue right-of-
72 way, for a total of 2.28 acres, or about 40% of the land controlled by the developer. Such a dedication is
73 much larger than what can be required under City Code and State Statute, but it would not be improper
74 for the City to accept this dedication when it is volunteered by the applicant.
75 If the additional due diligence leads the City to concludethat the land is not suitable for park dedication,
76 then the City would require the applicant to pay a cash dedication in lieu of the land. Since the existing
77 property includes 12 existing, platted residential lots, City staff has determined that the proposed 32-lot
78 plat represents a net increase of 20 developable lots.Extending the $4,000 per unit fee established in the
79 City’s Fee Schedule across the net increase of 20 developable lots, the required park dedication fee
80 would be $80,000.The decision of land verses cash dedication does not impact the lot layout as depicted
81 on the Preliminary Plat.
82 Tree Preservation
83 The tree preservation and replacement plan requirements in City Code §1011.04 provide a way to
84 quantify the amount of tree material being removed for a given project and to calculate the potential tree
7d RCA
Page 3 of 7
85 replacement obligation. The applicant has provided these calculations, and they are included in
86 Attachment C. This preliminary calculation is based on the proposed development (and does not include
87 the trees on the southernmost three lots), and it would elicit the replacement of 17 caliper-inches, or six
88 replacement trees (of 3-inch caliper) across the sitewhich is more than accounted for in the proposed
89 landscape plan. Roseville’s consulting forester has reviewed this preliminary tree preservation plan and
90 generally found it to be accurate.The details of the tree presentation plan may be revised as grading and
91 building plans are finalized for construction, and staff will continue to coordinate the review with the
92 consulting forester.
93 Storm Water Management
94 The grading and storm water management plan illustrated in Attachment C addresses the proposed
95 development on the lots as required. Like the tree preservation plan, the storm water management plan
96 reviewed with a plat proposal is not intended to be approved with the plat as the final storm water
97 management plan. Instead, the tree preservation and storm water management plans reviewed with a plat
98 proposal are intended to demonstrate that the standard City Code requirements can be met as the
99 proposed project is implemented.
100 Subdivision VarianceAnalysis
101 Section 1102.02.C of the City Code establishes a mandate that the City make four specific findings
102 about a subdivision variance request as a prerequisite for approving the variance pertaining to the
103 nonconforming length of the cul-de-sac street. The Planning Commission’s recommendation regarding
104 this applicationincludesthe following draft findings.
105 1. The proposal is consistent with the Comprehensive Plan. The proposal is generally consistent with
106 the Comprehensive Plan because it represents the Comprehensive Plan’s goals of providing a variety
107 of housing types in the community.
108 2. The proposal is in harmony with the purposes and intent of the zoning and subdivision ordinances.
109 The purposes and intent of the subdivision ordinance as it applies to the length of a cul-de-sac street
110 is to ensure there are adequate ingress/egress provisions for emergency response vehicles and that
111 the new residents of the proposed development have a robust connection to the city’s transportation
112 network. The proposal is in harmony with these purposes of the subdivision ordinance because the
113 residential lots themselves are within 500 feet (i.e., the maximum length of a cul-de-sac street) of
114 County Road C2, and the proposed street will allow proper ingress and egress for emergency
115 vehicles as long as no on-street parking is allowed. Moreover, an alternative to a shorter cul-de-sac
116 street would likely result in another street connection, an alternative that may be less safe from a
117 traffic perspective and perhaps less appealing to the nearby residential neighborhoods.
118 3. An unusual hardship on the land exists. The soil in the southern portion of the subject property has
119 contamination such that the land may be suitable for recreation on the surface, but that requires
120 extensive remediation if it were to be disturbed for installation of a road or development of
121 additional residences. The prohibitive cost of this remediation to extend the proposed street further
122 south to intersect with Lexington Avenue (and thereby obviate the limit on cul-de-sac street length)
123 constitutes an unusual hardship, which the subdivision variance process is intended to relieve.
124 4. The variance, if granted, will not alter the essential character of the locality. If the requested
125 subdivision variance is approved, the approval will not alter the essential character of the locality
126 because even the adjacent public street is more than three times as long, meaning that residents in the
127 middle of that block must travel about 900 feet to reach the nearest connection to the broader
128 transportation network.
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129 Public Comment
130 Plat applications of this size require the developer to hold an “open house meeting” to engage nearby
131 community members, answer their questions, and address their concerns. Because of the social-
132 distancing mandate, the applicants did not hold a conventional meeting, and instead they made
133 themselves available for people to engage with them in person, by email, and by phone over several
134 days. A summary of this engagement is a required component of this plat application, and it was
135 submitted to staff on April 3; staff emailed this summary to each community member who engaged in
136 the “open house” and provided an email address, and it is included with this RCA as Attachment E.
137 Based on the comments received, the themes include concerns over traffic, density, disruption of
138 wildlife, and desires to keep the space undeveloped. Staff would note the proposed development does
139 not meet the City Engineer’s threshold (i.e., 45 new dwelling units) for conducting a traffic study.
140 The duly noticed public hearing for the preliminary plat and subdivision variance applications was held
141 by the Planning Commission on May 6, 2020. Members of the public who participated in the public
142 hearing or who contacted staff afterward have spoken for and against the proposal, citing similar
143 concerns to those raised during the pre-application engagement. Draft minutes of the public hearing are
144 included as part of Attachment E; readers will find that pedestrian safety along County Road C2 was
145 raised as an additional point of focus at the public hearing. At the conclusion of the public hearing, the
146 Planning Commission voted unanimously to recommend approval both of the proposed preliminary plat
147 and of the requested subdivision variance for the length of the cul-de-sac street.
148 The Commission’s motion also included the direction to consider adding sidewalks or other pedestrian
149 safety improvements along County Road C2, installing fences for privacy or safety along the eastern
150 edge of the development, and mitigating the heightened impacts of construction noise on nearby
151 residents in this time when social distancing keeps people in their homes for much more of the day than
152 usual. The minutes reflect the developer’s willingness to continue communications with the adjacent
153 homeowners regarding their fence needs and interests. With respect to pedestrian improvements in
154 County Road C2, this area is identified for future pathway segments in Roseville’s Pathway Master
155 Plan, but City staff does not recommend requiring the developer to install these improvementsbecause
156 the proposed internal sidewalks meet the pedestrian needs of the proposed development. Moreover, the
157 improvements contemplated in the Pathway Master Plan to serve the broader public would be adjacent
158 to the public open space on the north side of County Road C2, and they are not budgeted to be installed
159 for several years. Should the developer opt to voluntarily include these during final design, staff will
160 ensure they are appropriate. Finally, mitigating the heightened impacts of construction noise, by
161 temporarily restricting the allowed hours of construction or other means, is a topic for the City Council
162 to consider at its discretion.
163 P OLICY O BJECTIVE
164 Facilitate residential development that is important to the success of the Twin Lakes redevelopment
165 area, as discussed in the comprehensive plan.
166 Encourage and support the development of market rate general occupancy rental housing targeted to
167 more affluent renters, pursuant to the prioities identified in the 2018 Comprehensive Housing Needs
168 Assessment.
169 B UDGET I MPLICATIONS
170 Refer to DRC comments in Attachment D.
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171 S TAFF R ECOMMENDATION
172 Adopt a resolution approving the proposed Subdivision Variance and Lexington Woods preliminary
173 plat, based on the content of this RCA, the public record, and City Council deliberation, with the
174 following conditions.
175 1. Pursuant to thecomments from Roseville’s Fire Department Chief, the applicant shall install a
176 fire hydrant at both ends of the proposed cul-de-sac street.
177 2. Pursuant to the memo from Public Works staff in Attachment D of this RCA, the applicant shall:
178 a.Provide an 8-foot bitumous trail within the Lexington Avenue right-of-way along the
179 length of the platand any land accepted for park dedication.
180 b. Dedicate the specified easmentsand additional public right-of-way.
181 c. Post signs along private street prohibiting on-street parking.
182 3.The applicant shall dedicate the identified park land, or cash in lieu of landtotaling $80,000, in
183 accordance with the recommendation of the Parks and Recreation Commission and the following
184 advice of the City Attorney:
185 a. The City should seek to obtain an appropriate statement of liability protection by the
186 Minnesota Pollution Control Agency.
187 b. The City should engage a qualified consultant to assist with the due-diligence regarding
188 the conditions of the soils in the land area considered for park dedication and the
189 ramifications of using the land for public park purposes.
190 c. The City should accept park dedication of cash in lieu of land if prudent due diligence
191 leads the City to conclude that the land is not suitable for park dedication.
192 4. The applicant shall continue to communicate with the adjacent homeowners regarding their fence
193 needs and interests.
194 R EQUESTED C OUNCIL A CTIONS
195 Adopt a resolution approving the proposed Subdivision Variance and Lexington Woods
196 preliminary plat, based on the content of this RCA, the public record, and City Council deliberation,
197 with the following conditions.
198 1. Pursuant to thecomments from Roseville’s Fire Department Chief, the applicant shall install a
199 fire hydrant at both ends of the proposed cul-de-sac street.
200 2. Pursuant to the memo from Public Works staff in Attachment D of this RCA, the applicant shall:
201 a. Provide an 8-foot bitumous trail within the Lexington Avenue right-of-way along the
202 length of the plat and any land accepted for park dedication.
203 b. Dedicate the specified easments and additional public right-of-way.
204 c. Post signs along private street prohibiting on-street parking.
205 3. The applicant shall dedicate the identified park land, or cash in lieu of land totaling $80,000, in
206 accordance with the recommendation of the Parks and Recreation Commission and the following
207 advice of the City Attorney:
208 a. The City should seek to obtain an appropriate statement of liability protection by the
209 Minnesota Pollution Control Agency.
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210 b.The City should engage a qualified consultant to assist with the due-diligence regarding
211 the conditions of the soils in the land area considered for park dedication and the
212 ramifications of using the land for public park purposes.
213 c. The City should accept park dedication of cash in lieu of land if prudent due diligence
214 leads the City to conclude that the land is not suitable for park dedication.
215 4. The applicant shall continue to communicate with the adjacent homeowners regarding their fence
216 needs and interests.
217 Alternative Actions
218 A)Pass a motion to table the itemsfor future action. An action to table consideration of the
219 requestmust be based on the need for additional information or furtheranalysis to make a
220 decision on one or both requests.Tabling beyond August 1, 2020, may require extension of the
221 120-day action deadline established in Minn. Stat. §462.358 subd. 3b to avoid statutory approval.
222 B)Adopt a resolutionto denythe request.A denialshould be supported by specific findings of
223 fact based on the City Council’s review of the application, applicable zoning or subdivision
224 regulations, and the public record.
225 Next Steps
226 Parks and Recreation Department staff will conduct the due diligence advised by the City Attorney and
227 make a determination regarding the suitability of the recommended land for park dedication. Once that
228 determination has been made, City staff will work with the applicant to bring a final plat and Public
229 Improvement Contract to the City Council for approval. The applicant has already submitted their
230 materials for a Final Plat application, so the City Council’s May 18 approval of the Preliminary Plat
231 effectively renders that Final Plat application complete. Because Minn. Stat. §462.358 subd. 3b allows
232 another 60 days for the City to take final action on a plat application, the parkland due diligence and
233 City Council action on the Final Plat would need to occur by July 17, 2020.
234 Prepared by Senior Planner Bryan Lloyd
Attachments: A: Area map D: Comments from DRC
B: Aerial photo E: Draft May 6, 2020, Planning Commission meeting
C: Proposed subdivision, grading and minutes
drainage plan, and tree F: Draft preliminary plat approval resolution
replacement plan
7d RCA
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COUNTY SURVEYORCOUNTY RECORDERCOUNTY OF RAMSEY, STATE OF MINNESOTA this COUNTY OF RAMSEY, STATE OF MINNESOTA this
Pursuant to Minnesota Statutes, Section 383A.42, this plat is approved this Daniel D. Baar, L.S,Ramsey County SurveyorI hereby certify that this plat of LEXINGTON WOODS was filed in
the office of the County Recorder for public record onBookDeputy County Recorder REGISTRAR OF TITLES I hereby certify that this plat of LEXINGTON WOODS was filed in the office of the
Registrar of Titles for public record onBookDeputy Registrar of Titles
,
, City Manager
, 20on the land hereinbefore described have been paid.
My Commission Expires:
, the City Council of the Roseville, Minnesota, approved this plat.
, 20
.
day of
.
, 20
, 20
Notary Printed Nameday of
, Mayor
County,
day of
day of
SURVEYORS CERTIFICATE I Rory L. Sysntelien, Licensed Land Surveyor, do hereby certify that I have surveyed or directly supervised the survey of the property described on this plat;prepared
this plat or directly supervised the preparation of this plat; that this plat is a correct representation of the boundary survey; that all mathematical dataand labels are correctly
designated on this plat; that all monuments depicted on this plat have been correctly set; that all monuments indicated on this plat willbe correctly set within one year; that all water
boundaries and wet lands, as defined in Minnesota Statutes, Section 505.01, Subd. 3, as of the date of thesurveyor's certification are shown and labeled on this plat; and all public
ways are shown and labeled on this plat.Dated this Rory L. Synstelien, Land SurveyorMinnesota License No. 44565STATE OF MINNESOTA,COUNTY OF This instrument was acknowledged before me
this by Rory L. Synstelien, a Licensed Land Surveyor.Notary Public, SignatureNotary Public ROSEVILLE, MINNESOTA We do hereby certify that on the Also, the conditions of Minnesota
Statutes, Section 505.03, Subd. 2, have been fulfilled.PROPERTY TAX, RECORDS AND ELECTION SERVICES DEPARTMENT Pursuant to Minnesota Statutes, Section 505.021, Subd. 9, taxes payable
in the year Also pursuant to Minnesota Statutes, Section 272.12, there are no delinquent taxes and transfers enteredthis Christopher A. Samuel, Ramsey County Auditor/Treasurer.By___________________
________________, Deputy
LEXINGTON WOODS
,
, by
, 20
My Commission Expires:
day of
ate of Minnesota:
Lexington Woods, LLC, a Minnesota limited liability company, fee owner of the following described property
.
Th
Notary Printed Name
Its of Lexington Woods, LLC, a Minnesota limited liability company, on behalf of the company. County,
, 20
day of
Outlot A, The Lexington, Ramsey County, MinnesotaTorrens Property
Lots 1, 2, 3, 4, 5, and 6, Block 4, Roseville Heights, Ramsey County, Minnesota.Lots 7, 8, 9, 10, 11, and 12, Block 5, Roseville Heights No. 2, Ramsey County, Minnesota.
situated in the City of Roseville, County of Ramsey, ANDANDdrainage and utility easements as shown on this plat.this This instrument was acknowledged before me this
KNOW ALL PERSONS BY THESE PRESENTS:Has caused the same to be surveyed and platted as LEXINGTON WOODS and does hereby dedicate to the public for public use forever the public way and
theIn witness whereof said Lexington Woods, LLC, a Minnesota limited liability company, has caused these presents to be signed by its proper officerSIGNED: Lexington Woods, LLCBySTATE
OF _______________,COUNTY OF ________________its Notary Public, SignatureNotary Public
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RCA Attachment E
NEIGHBORHOOD OPEN HOUSE SUMMARY
LEXINGTON WOODS TOWNHOMES
(Virtual open house from 3/4/20 to 4/2/20)
Golden Valley Land Company (Peter Knaeble and Matt Pavek) had a Neighborhood Open
House scheduled for this project for 6:30-8:30 pm on March 19, 2020, at the Roseville City Hall
council chambers. Notices were sent out by City staff for this open house meeting. Due to the
closing of City Hall because of the COVID-19 issue, the 3/19/20 open house meeting was
cancelled. Per City staff recommendations, the open house meeting format was changed to allow
residents to call or email the developers directly (from 8 am to 8 pm; 3/19/20 to 4/2/20) to
answer questions and hear their concerns. This is a summary of the resident comments and
concerns by the 17 residents who responded.
Our proposed Lexington Woods townhome project is on a 5.62 acre site at the southeast corner
of Lexington Ave. (Co. Rd. 51) and County Road C2. The site is currently zoned Medium
Density Residential (MDR) and is privately owned. The proposed density of 5.7 units/acre
meets the MDR requirement of 5-12 units/acre.
The following issues/concerns were heard:
1. Existing traffic on Lexington Ave. and County Road C2. We responded that the site is
currently zoned for 28-68 units and that we are proposing only 32 units. We explained
that most traffic from this development would head west on County Road C2 to
Lexington Ave. and would have minimal impact on the street traffic in the neighborhood
to the east. The traffic from our 32 units would not adversely affect the traffic conditions
on Lexington Ave.
2.Construction traffic. All construction traffic will only use Lexington Ave. and County
Road C2. All construction related parking will be on-site.
3.New traffic light on Lexington Ave. and County Road C2. There are no plans for a new
traffic light at this location.
4.Proposed cul-de-sac. Some residents preferred a through street option that would
eliminate the cul-de-sac and continue our proposed private drive to Lexington Ave. We
explained that the proposed private cul-de-sac was designed to City standards, and that
the City staff and County do not recommend an additional access onto Lexington Ave.
5.Project schedule. We responded that the site construction would occur this summer and
fall. The first buildings would begin late this fall. Home construction and final buildout
would be subject to market demand.
6.Building construction building times. We responded that our builder would be required
to meet the existing City requirements for allowable building days and times.
Page 1 of 24
RCA Attachment E
7.Tree loss. We explained that we prepared a detailed site survey of all of the trees on the
site. Most trees in the area of the buildings and site improvements will be removed and
replaced per the City’s tree replacement requirements. All of the existing trees south of
the cul-de-sac will be preserved as a green open space area.
8.Landscaping. We responded that we will be completing the proposed landscaping at the
completion of the site improvements. Our landscape plan is designed to provide a
significant buffer area to the homes to the east, and along the Lexington Ave. to the west.
We are not proposing any privacy fencing along the east property line.
9.Wetland impacts. There are no regulated wetlands on our property. There is an existing
wetland on the north side of County Road C2. Our on-site stormwaterand infiltration
basin will ultimately drain to this existing wetland.Our stormwater systems will be
designed to the City, County and watershed district standards. There will be no adverse
stormwater impacts to the existing wetland to the north.
10.Wildlife impacts. We expect any impacts to existing wildlife on the site will be minimal.
We assume any existing wildlife on the site will migrate either to the wetland to the
north, or to the undisturbed green open space to the south.
11.Home rentals. All homes will be owned/sold. The homeowners association may allow
rentals with a minimum of a one year lease.
12. House plans, townhome costs, target market. Our proposed builder for this project is
M/I Homes. We emailed or mailed copies of the proposed building plans to the
neighbors who requested those. The proposed townhomes will be 1750 to 2085 sf, 3
bedroom, 3 bath, 2 car garage. The sale prices will be $300K to $350K. This will not be
a senior or low income development. The townhomes will be marketed to a wide range
of households including single people, divorced people, unmarried people living together,
newly marrieds, empty nesters, and some families.
13. Existing home values. We explained that there is no guarantee that existing home values
will go up or down, but typically property values increase with new development in the
area.
14.Guest parking. All townhome units will be built with a two car garage and room for two
cars to park in the driveway in front of the garage. There will also be paved space for 16
guest parking stalls on the south side of the cul-de-sac.
Golden Valley Land Company
6001 Glenwood Ave.
Golden Valley, MN 55422
(763-213-3944; Matt Pavek)
(612-309-9215; Peter Knaeble)
mattpavek@gmail.com
peterknaeble@gmail.com
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1.The proposal is consistent with the Comprehensive Plan.
2.The proposal is in harmony with the purposes and intent of the zoning and subdivision ordinances.
Page 1 of 2
RCA Attachment F
3.An unusual hardship on the land exists.
4.The variance, if granted, will not alter the essential character of the locality.
Page 2 of 2
REQUEST FOR CITY COUNCILACTION
Agenda Date:May 18, 2020
Agenda Item: 7.e
Department ApprovalCity Manager Approval
Item Description:Consider approving anamendmentthe Centre Pointe Planned Unit
Development (CP-PUD) specific to the Veritas Campus Plan at2815
Cleveland Avenue(PF20-005).
1 B ACKGROUND
2 The Davis Group seeks to purchase roughly 4.53 acres of underutilized Veritas Campusproperty and
3 construct a three story, 55,000 square feet Class “A” medical office building. Such an endeavor
4 requires an amendment to the CP-PUD because this request is inconsistent with both the original
5(1997) and amended (2001) plan for the Veritas Campus area. In addition to the CP-PUD
6 amendment, a minor plat (currently scheduled for Council consideration on June 8) is necessary to
7 recombine the existing three lots into two lots(See RPCA as Attachment A).
8 S TAFF R EVIEW OF P ROPOSED A MENDMENT
9 City staff view the proposal as a net decrease in the overall anticipated traffic occurringon the
10 Veritas property as the proposal reduces the total allowed office space by 67,000 square feet
11 compared to the 2001 CP-PUD amendment and 6,000 square feet compared to the original CP-PUD.
12 It is also worth noting, access to the new office building and the existing Veritas office will be
13 shared from the two existing access points on to Centre Pointe Drive. That said, a traffic study was
14 completed by SRF Consultingto estimate the trips generated from the new site, which information
15 will be used to update the intersection analysis at Centerpointe Drive and Cleveland Avenue to
16 determine if the increase in traffic justifies a signal at this location.
17 While less dense than the originally anticipated development, the proposed three-story office use
18 remains consistent with the uses allowed within the Centre Pointe Business Park and under the PUD.
19 Therefore, the Planning Division recommendedapproval of the requested PUD amendment, thereby
20 modifying the Veritas master site plan by eliminating two office buildings, four stories in height
21 totaling 122,000 square feet and replacing it with a single office building on a separate lot, three
22 stories in height and 55,000 square feet in size.
23 City Code Section 1023.09 outlines a two-step process for PUD review, including amendments.
24 This request seeks to fulfill the Concept Plan review only. Further actions, by both the Planning
25 Commission and City Council, will follow in the form of a Final Plan review where an ordinance
26 will need to be adopted memorializing theamendment.
27 P LANNING C OMMISSION A CTION
28 On May 6, 2020, the Roseville Planning Commission held the duly noticed public hearing on the
29 CP-PUD Amendment. No citizens were in attendance to ask questions of staff or the Commission.
30 Planning Commissionershad noquestions regarding the proposal. The Planning Commission voted
PF20-005_CPPUD_VeritasAmendment_RCA_051820
Page 1of 2
31 (7-0) to recommend approval of the proposed amendment modifying the Veritas master site plan by
32 eliminating two office buildings, four stories in height totaling 122,000 square feet and replacing it
33 with a single office building on a separate lot, three stories in height and 55,000 square feet in size
34(Attachment B).
35 P OLICY O BJECTIVE
36 Not Applicable
37 B UDGET I MPLICATIONS
38 Not Applicable
39 S TAFF R ECOMMENDATION
40 The City Council is requested to take the following action regarding the proposed CP-PUD
41 Amendment:
42 Based on the information provided in the report and the recommendation of the Planning
43 Commission, it is recommended the City Council make a motion approving the concept plan
44 amendment to the CP-PUD modifying the Veritas master site plan by eliminating two office
45 buildings, four stories in height totaling 122,000 square feet and replacing it with a single
46 office building on a separate lot, three stories in height and 55,000 square feet in size, making
47 way for Final Plan review
48 R EQUESTED C ITY C OUNCIL A CTION
49 The City Council is requested to take the following action regarding this proposed CP-PUD
50 Amendment:
51 Based on the information provided in the report and the recommendation of the Planning
52 Commission, it is recommended the City Council make a motion approving the concept plan
53 amendment to the CP-PUD modifying the Veritas master site plan by eliminating two office
54 buildings, four stories in height totaling 122,000 square feet and replacing it with a single
55 office building on a separate lot, three stories in height and 55,000 square feet in size, making
56 way for Final Plan review.
57 Alternative Actions
58 a. Pass a motion to table the item for future action. An action to table must be tied to the need
59 for clarity, analysis, and/or information necessary to make a recommendation on the request.
60 b. Pass a motion recommending denial of the proposal. A motion to deny must include findings
61 of fact germane to the request.
Report prepared by: Thomas Paschke, City Planner 651-792-7074 | thomas.paschke@cityofroseville.com
Attachments: A. May 6 RPCA B. May 6 PC Minutes
PF20-005_CPPUD_VeritasAmendment_RCA_051820
Page 2 of 2
Attachment A
REQUEST FOR PLANNING COMMISSIONACTION
Date: 05/06/2020
Item No.: 7b
Department Approval Agenda Section
Public Hearing
Item Description: Consideration of a request to amend Planned Unit Development 1177 (Centre
Pointe Business Park) revising the Veritas Master Site Plan(PF20-005).
1 A PPLICATION I NFORMATION
2 Applicant: The Davis Group
3 Location: 2815 Cleveland Avenue
4 Property Owner:Truth MN, LLC (Veritas)
5 Application Submission: March 6, 2020
6 City Action Deadline:May 5, 2020; Extended to July 3, 2020
7 Planning File History:PF2880 and PUD #1177;
8 PF3154 – Ryan/Veritas Amendment
9 PF3338 – Solutia Amendment
10 PF17-010 – Iron Point
11 PF17-014 – University of Northwestern
12 Level of Discretion in Decision Making
13 Actions taken on a Planned Unit Development Amendment request are legislative; the City has
14 broad discretion in making land use decisions based on advancing the health, safety, and general
15 welfare of the community.
16 B RIEF PUDH ISTORY
17 On April 11, 1997, the City of Roseville approved the Centre Pointe Planned Unit Development
18#1177 (CPPUD), establishing a development contract between it and Ryan Builders, Inc. regarding
19 the redevelopment of 46.6 acres known as Centre Pointe Business Park.
20 In 2000, the CommunityDevelopment Department began discussions with Ryan Builders, Inc. and
21 Veritas regarding the Veritas master campus plan and the potential for a 10% increase in the
22 developable square footage allowed under the original project EAW in order to satisfy the future
23 expansion needs of Veritas.
24 On March 26, 2001, the City Council approved Ordinance 1249 amending the Centre Pointe PUD
25 allowing Veritas to expand from two office buildings of two stories and 61,000 square feet to two
26 buildings of four stories and 122,000 square feet. Resolution 9877 was also approved, which
27 documented an EAW negative declaration(See Attachment C).
28 Due to a number of complicating factors in the tech industry, the Veritas master plan has not
29 materialized. In early 2016, the Planning Division met with potential interested parties for the
30 underutilized land on the Veritas campus and discussed office and hotel options. However, none of
31 these options ever moved forward with the necessary PUD amendment and re-platting processes.
Page 1 of 3
32 EVIEW OF R EQUEST
R
33 The Davis Group seeksto purchase roughly 4.53 acres of the underutilized Veritas Campus and
34 construct a three story, 55,000 square feet Class “A” medical office building. Such an endeavor
35 requires an amendment to the CPPUD because this request is inconsistent with both the original
36 (1997) and amended (2001) plan for the Veritas Campus area. In addition to the CPPUD
37 amendment, a minor plat is necessary to recombine the existing three lots into two lots. Thus, if
38 approved, the proposed PUD amendment would replace the Veritas Master Site Plan (which allowed
39 threeoffice buildings, surface and structured parking), with a plan to create two lots: one for Veritas
40 as it exists today and the other in support of the proposed medical office building (Attachment D).
41 In 2018, the Planning Division began working with The Davis Group on their desire to purchase a
42 portion of the Veritas campus to construct a medical office building. On August 28, 2018, The
43 Davis Group held the required Open House at the nearby Hampton Inn, 2050 Iona Lane West. The
44 meeting began at 6pm and was attended by Patrick Giordana (Synergy Architecture Studio), Mark
45 Davis (The Davis Group), and Tom Stella (Cushman Wakefield representing Veritas).Also in
46 attendance was one resident (a Roseville Planning Commissioner) who had no specific questions nor
47 indicated any concerns or issues with the proposal. Since the Open House meeting in 2018,The
48 Davis Group has been working with Veritas on finalizing the project and purchase details.
49 P LANNING D IVISION R ECOMMENDATION
50 City staff view the proposal as a net decrease in the overall anticipated traffic occurring on the
51 Veritas property as the proposal reduces the total allowed office space by 67,000 square feet
52 compared to the 2001 CPPUD amendment and 6,000 square feet compared to the original CPPUD.
53 It is also worth noting,thataccess to the new office building and the existing Veritas office will be
54 shared from the two existing access points on to Centre Pointe Drive.
55 In discussions with City staff at the March 12, 2020 Development Review Committee (DRC)
56 meeting,it was determined that the proposal to change the Veritas master site plan, resulting in a
57 three story medical office building, was not impactful to the area considering what is inherently
58 permitted by the existing PUD. While less dense than the originally anticipated development, the
59 proposed three-story office use remains consistent with the uses allowed within the Centre Pointe
60 Business Park and under the PUD. Therefore, the Planning Division recommends approval of the
61 requested PUD amendment, thereby modifying the Veritas master site plan by eliminating two office
62 buildings, four stories in heighttotaling 122,000 square feet and replacing it with a single office
63 building on a separate lot, three stories in height and 55,000 square feetin size. The proposed
64 development will be requiredto achieve compliance with the standards outlined in PUD #1177, as
65 amended in 2019, as it relates to development standards including setbacks, parking, exterior
66 building materials, etc.
67 S UGGESTED P LANNING C OMMISSION A CTION
68 By motion, recommend approval of the requested Planned Unit Development amendment for 2815
69 Centre Pointe Drive, modifying the Veritas master site plan to eliminate two office buildings, four
70 stories in height and encompassing 122,000 square feet and replacing the master site plan with a
71 single office building on a separate lot, three stories in height and 55,000 square feet in size. The
72 proposed development will be required to achieve compliance with the standards outlined in PUD
73 #1177, as amended in 2019.
74 A LTERNATIVE A CTIONS
75 a. Pass a motion to table the item for future action. An action to table must be tied to the need for
76 clarity, analysis and/or information necessary to make a recommendation on the request.
Page 2 of 3
77
b. Pass a motion recommending denial of the proposal. A motion to deny must include findings of
78 fact germane to the request.
Prepared by:Thomas Paschke, City Planner
Attachments: A. Base Map
B. Aerial Map
C Ordinance #1249 and Resolution 9877
D. Existing Veritas Campus Plan and Office Concept Plans
Page 3 of 3
N
E
V
A
D
N
A
L
E
EV
L
C
Attachment C
Attachment C
Attachment C
Attachment C
Attachment C
D
Attachment
D
Attachment
D
Attachment
D
Attachment
Attachment B
E XTRACT OF THE M AY 6,202 R OSEVILLE P LANNING C OMMISSION MEETING M INUTES
b. Consideration of a Request to Amend Planned Unit Development 1177 (Centre Pointe
Business Park) Revising The Veritas Maser Site Plan (PF20-005)
Chair Gitzen opened the public hearing for PF20-005 at approximately 7:48 p.m. and
reported on the purpose and process of a public hearing.
City Planner Paschke summarized the request as detailed in the staff report dated May 6,
2020.
Commissioner McGehee thought it looked a pretty reasonable buffer between the new
building and the pond and she wondered if the pond was a stormwater pond or a naturally
occurring pond.
Mr. Paschke thought it was a stormwater pond and has been in place since the early 2000’s
when the Veritas office building and site were developed. He believed it is shared with
MNDOT.
th
Mr. Mark Davis, 33 South 6Street, applicant, addressed the Commission.
Public Comment
No one came forward to speak for or against this request.
Chair Gitzen closed the public portion of the meeting as no one else wished to address the
Commission.
Commission Deliberation
None.
MOTION
Member Kimble moved, seconded by Member McGehee, to recommend to the City
Council approval of the requested Planned Unit Development amendment for 2815
Centre Pointe Drive, modifying the Veritas master site plan to eliminate two office
buildings, four stories in height and encompassing 122,000 square feet and replacing
the master site plan with a single office building on a separate lot, three stories in height
and 55,000 square feet in size. The proposed development will be required to achieve
compliance with the standards outlined in PUD #1177, as amended in 2019. (PF20-005).
Ayes: 7
Nays: 0
Motion carried.
REQUEST FOR COUNCIL ACTION
Date:May18, 2020
Item No.: 7.f
Department Approval City Manager Approval
Item Description: Consider Approval to the Issuance of Multifamily Housing Revenue Noteson
Behalf of Roseville Leased Housing Associates I, LLLP(Dominium).
1 B ACKGROUND
2 Under federal and state statutes, municipalities are authorized to pledge their bond issuance authority to
3 non-profit groups for the benefit of multi-family, affordable housing,and assisted-living housing
4 facilities, including corporate offices of those groups. The notes are considered conduit (pass-through)
5 debt, and do not constitute a legal or financial obligation in any part by the City. The City is merely
6 lending its bonding authority on behalf of the non-profit group. However, the City must still meet all
7 legal requirements prior to issuing any tax-exempt notes.
8
9 Roseville Leased Housing Associates I, LLLP(Dominium) has requested the City to provide tax-exempt
10 financing in an amount not to exceed $34,000,000i) to refund and redeem the outstanding principal
11 balance of its $4,346,852 Multifamily Housing Revenue Note (Twin Lakes Family Apartments Project),
12 Series 2019 (the "Prior Note") which was used to provide short-term financing for the acquisition,
13 construction, and equipping of an approximately 228-unit multifamily housing facility and related
14 facilities located at 1717 and 1743 County Road C West in the City of Roseville, Minnesota (the "City")
15 (the "Project"), and (ii) to finance, in part, the remaining costs of acquiring, constructing, and equipping
16 of the Project.
17
18 A public hearing was held on November 4, 2019 and the Council approved the housing program and
19 authorized the issuance of revenue obligations by the City to finance this project.
20 P OLICY O BJECTIVE
21 Generally speaking, the public policy rationalefor City participation in these financings is to promote
22 greater investment in the City’s multi-family, affordable housing, and assisted-living facilities than would
23 otherwise occur by market forces alone. Allowing the bonds to be issued tax-exempt makes them more
24 attractive to investors and results in lower borrowing costs compared to traditional financing methods.
25 This in turn, provides more available dollars for the proposed project. The City has consistently been
26 approving these requests for decades.
27
Page 1 of 2
28
29 F INANCIAL I MPACTS
30 The City Council is required to approve any issuance of tax-exempt financing by the City. The City’s
31 Bond Counsel of Briggs & Morgan, has reviewed the legal and financing agreements, and will provide
32 an unqualified opinion as the legality of the bonds and their tax-exempt status.
33
34 There is no fiscal impact on the part of the City. All costs of debt issuance will be paid by the applicant.
35 In addition, the City does not intend to issue any direct debt in 2020. As a result, this issuance will not
36 jeopardize the “bank-qualification” Status of any new City debt issues.
37
38 To offset the administrative costs and in recognition of the value associated with the the City’s bonding
39 authority, the City of Roseville will receive an administrative fee of 1% of the amount financed, which is
40 consistent with the City’s Conduit Debt Financing Policy.Historically, these fees have been deposited
41 into the General Fund, but they could be used for any public purpose. As proposed, the financed portion
42 of the project is $34 million. This would garner $340,000 in issuance fees.
43 S TAFF R ECOMMENDATION
44 Staff recommends the Council approve the attached resolution, as prepared by Bond Counsel, approving
45 the issuance of tax-exempt notes on behalf of Roseville Leased Housing Associates I, LLLP.
46 R EQUESTED C OUNCIL A CTION
47 Adopt the attached resolution approving the issuance of approximately $34 million in tax-exempt
48 Multifamily Housing revenue notes on behalf of Roseville Leased Housing Associates I, LLLP.
49
50
Prepared by: Michelle Pietrick, Finance Director
Attachments: A: Resolution approving issuance and sale of Multifamily Housing Revenue Refunding Note on behalf
of Roseville Leased Housing Associates for the Twin Lakes Family Apartment Project.
. B: Funding Loan Agreement
C: Project Loan Agreement
D: Amended and Restated Regulatory Agreement
E: Assignment of Mortgage and Assignment of Leases and R
51
Page 2 of 2
Attachment A
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE
CITY OF ROSEVILLE, MINNESOTA
*****************************
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Roseville, County of Ramsey, Minnesota, was duly held on the 18th day of May, 2020, at 6:00
p.m.
The following members were present:
and the following were absent:
Member __________ introduced the following resolution and moved its adoption:
RESOLUTION NO. _____
APPROVING ISSUANCE AND SALE OF
MULTIFAMILY HOUSING REVENUE REFUNDING NOTE
(TWIN LAKES FAMILY APARTMENTS PROJECT), SERIES 2020
PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C
WHEREAS,
A. The City of Roseville, Minnesota (the "Governmental Lender") is
authorized pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), to
finance or refinance the making or purchasing of loans with respect to multifamily housing
developments within the boundaries of the City of Roseville, Minnesota (the "City")
through the issuance of revenue obligations;
B. Pursuant to the Act, the full faith and credit of the Governmental Lender
will not be pledged to the payment of the principal of, premium, if any, and interest on the
Note (as defined below);
C. The Governmental Lender has received a proposal from Roseville Leased
Housing Associates I, LLLP, a Minnesota limited liability limited partnership (the
"Borrower"), that the Governmental Lender issue its revenue obligations (i) to refund and
redeem the outstanding principal balance of its $4,346,852 Multifamily Housing Revenue
Note (Twin Lakes Family Apartments Project), Series 2019 (the "Prior Note") which was
used to provide short-term financing for the acquisition, construction, and equipping of an
approximately 228-unit multifamily housing facility and related facilities located at 1717
and 1743 County Road C West in the City of Roseville, Minnesota (the "City") (the
"Project"), and (ii) to finance, in part, the remaining costs of acquiring, constructing, and
equipping of the Project;
12503154v5
Attachment A
D. In accordance with Minnesota Statutes, Sections 462C.01(2) and 462C.04,
subd. 2, the Governmental Lender previously held a public hearing on November 4, 2019
on and approved a housing program and the issuance of revenue obligations of the
Governmental Lender to finance the Project;
E. Such public hearing on the Project and the housing finance program was
held after notice was published in the official newspaper of the City not less than 15 days
in advance of said public hearing, and materials were made available for public inspection
at the City Hall, all as required by the Act and Section 147(f) of the Internal Revenue Code
of 1986, as amended (the "Code"), at which public hearing all those appearing who desired
to speak were heard and written comments were accepted; and
F. Pursuant to Section 462C.04 of the Act, the City made timely submission
of the housing finance program to the Metropolitan Council for its review and comment,
and the City has heretofore received favorable comment from the Metropolitan Council on
such program.
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville,
Minnesota as follows:
1. The Borrower has proposed that the Governmental Lender issue and sell its
Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments Project), Series
2020, which may be in one or more series and either as notes or bonds (the "Note") in an amount
not to exceed $34,000,000 to finance costs of the Project, including the refunding of the Prior Note,
in accordance with a Funding Loan Agreement anticipated to be dated as of June 1, 2020 (the
"Funding Loan Agreement") among the Governmental Lender, U.S. Bank National Association ,
(in its representative capacity, the "Fiscal Agent"), and America First Multifamily Investors, LP
(the "Initial Funding Lender").
2. Pursuant to the terms of a Project Loan Agreement anticipated to be dated as of
June 1, 2020 (the "Project Loan Agreement"), executed by the Governmental Lender, the
Borrower, and the Fiscal Agent, the Governmental Lender will loan the proceeds of the Note to
the Borrower to refinance the Prior Note and to otherwise finance the Projectas described herein.
The Borrower has agreed, pursuant to an Amended and Restated Regulatory Agreement
anticipated to be dated as of June 1, 2020, by and among the Governmental Lender, the Borrower
and the Fiscal Agent (the "Regulatory Agreement") to operate the Project as a "residential rental
project" under Section 142(d) of the Internal Revenue Code of 1986, as amended.
2
12503154v5
Attachment A
3. The Note will be secured by, among other things, a Mortgage, Security Agreement
and Fixture Financing Statement (the "Mortgage") and a separate Assignment of Leases and Rents
(the "Assignment of Leases"), each anticipated to be dated as of June 1, 2020 and executed by the
Borrower in favor of the Governmental Lender, and both to be assigned by the Governmental
Lender to the Fiscal Agent pursuant to an Assignment of Mortgage, Security Agreement and
Fixture Financing Statement and Assignment of Leases and Rents dated as of June 1, 2020 (the
"Assignment of Mortgage"). The Borrower and certain other parties will also provide additional
collateral and guaranties to secure the Note as required by the Initial Funding Lender.
As additional security the Borrower will grant a Collateral Assignment of Tax Increment
Financing and Tax Increments anticipated to be dated as of June 1, 2020 in favor of the Fiscal
Agent, assigning the Borrower's interest in, to and under that certain TIF Note issued by the
Governmental Lender, as referenced therein (the "Assignment of TIF Note").
4. Forms of the following documents have been submitted to the City Council:
(a) Funding Loan Agreement;
(b) Project Loan Agreement;
(c) Amended and Restated Regulatory Agreement; and
(d) Assignment of Mortgage.
The foregoing documents are hereafter referred to as the "Note Documents."
5. It is hereby found, determined, declared, and ratified that:
(a) the issuance, sale and delivery of the Note to the Initial Funding Lender, the
execution and delivery by the Governmental Lender of the Note Documents and the performance
of all covenants and agreements of the Governmental Lender contained in the Note Documents
and of all other acts and things required under the constitution and laws of the State of Minnesota
to make the Note Documents and the Note valid and binding obligations of the Governmental
Lender in accordance with their terms, are authorized by the Act;
(b) it is desirable that the Note be issued by the Governmental Lender upon the
terms set forth in the Funding Loan Agreement;
(c) the basic payments under the Project Loan Agreement by the Borrower are
designed to produce revenue sufficient to provide for the prompt and timely payment of principal
of, premium, if any, and interest on the Note issued under the Funding Loan Agreement when due,
and the Funding Loan Agreement, Mortgage, Assignment of Leases, and Project Loan Agreement
also provide that the Borrower is required to pay all expenses of the operation and maintenance of
the Project, including, but without limitation, adequate insurance thereon and insurance against all
liability for injury to persons or property arising from the operation thereof, and all taxes and
special assessments levied upon or with respect to the Project premises and payable during the
term of the Funding Loan Agreement and Project Loan Agreement, including without limitation,
amounts due in respect of the TIF Note;
3
12503154v5
Attachment A
(d) under the provisions of Minnesota Statutes, Chapter 462C and as provided
in the Funding Loan Agreement and Project Loan Agreement, the Note is not to be payable from
or charged upon any funds other than the revenue pledged to the payment thereof; the
Governmental Lender is not subject to any liability thereon; no holder of the Note shall ever have
the right to compel any exercise by the Governmental Lender of its taxing powers to pay the Note
or the interest or premiums thereon, or to enforce payment thereof against any property of the
Governmental Lender except the interests of the Governmental Lender in the Project Loan
Agreement which have been assigned to the Fiscal Agent under the Funding Loan Agreement; the
Note shall not constitute a charge, lien, or encumbrance, legal or equitable upon any property of
the Governmental Lender except the interests of the Governmental Lender in the Project Loan
Agreement which have been assigned to the Fiscal Agent under the Funding Loan Agreementand
the Assignment of Mortgage; the Note shall recite that the Note is issued without moral obligation
on the part of the state or its political subdivisions, and that the Note, including interest thereon, is
payable solely from the revenues pledged to the payment thereof; and, the Note shall not constitute
a debt of the Governmental Lender within the meaning of any constitutional or statutory limitation.
6. The forms of the Note Documents and exhibits thereto are approved substantially
in the form submitted. The Note Documents, in substantially the forms submitted, are directed to
be executed in the name on behalf of the Governmental Lender by the Mayor and City Manager.
Any other documents and certificates necessary to the transaction described above shall be
executed by the appropriate Governmental Lender officers. Copies of all of the documents
necessary to the transaction herein described shall be delivered, filed and recorded as provided
herein and in the Note Documents.
7. The Governmental Lender shall proceed forthwith to issue the Note, in the form
and upon the terms set forth in the Funding Loan Agreement and at a net interest rate not to exceed
8.0% per annum. The Note will be purchased on substantially the terms set forth in the Funding
Loan Agreement and the Project Loan Agreement which have been submitted to the Governmental
Lender in connection with this Resolution. The Mayor and City Manager are authorized and
directed to prepare and execute the Note as prescribed in the Funding Loan Agreement and to
deliver it to the Fiscal Agent for authentication and delivery to the Initial Funding Lender against
payment therefor which is expected to be made by the Initial Funding Lender in installments.
8. The Mayor and City Manager and other officers of the Governmental Lender are
authorized and directed to prepare and furnish to the Initial Funding Lender certified copies of all
proceedings and records of the Governmental Lender relating to the Note, and such other affidavits
and certificates as may be required to show the facts relating to the legality of the Note as such
facts appear from the books and records in the officers' custody and control or as otherwise known
to them; and all such certified copies, certificates and affidavits, including any heretofore
furnished, shall constitute representations of the Governmental Lender as to the truth of all
statements contained herein.
9. The approval hereby given to the various documents referred to above includes
approval of such additional details therein as may be necessary and appropriate and such
modifications thereof, deletions therefrom and additions thereto as may be necessary and
appropriate and approved by the City Attorney and the Governmental Lender officials authorized
herein to execute said documents prior to their execution; and said Governmental Lender officials
4
12503154v5
Attachment A
are hereby authorized to approve said changes on behalf of the Governmental Lender. The
execution of any instrument by the appropriate official or officials herein authorized shall be
conclusive evidence of the approval of such documents in accordance with the terms hereof.
10. The approval hereby given to the Note Documents and the various other documents
referred to in paragraph 5 above includes approval of (a) such additional details therein as may be
necessary and appropriate and such modifications thereof, deletions therefrom and additions
thereto as may be necessary and appropriate and approved by Bond Counsel, the City Attorney
and the Governmental Lender officials authorized herein to execute said documents prior to their
execution and (b) such additional documents, agreements or certificates as may be necessary and
appropriate in connection with the Note Documents and with the issuance and sale of the Note and
approved by Bond Counsel, the City Attorney and Governmental Lender officials authorized
herein to execute said documents prior to their execution; and said City Attorney and
Governmental Lender officials are hereby authorized to approve said changes or additional
documents, agreements or certificates on behalf of the Governmental Lender. The execution of
any instrument by the appropriate officer or officers of the Governmental Lender herein authorized
shall be conclusive evidence of the approval of such documents in accordance with the terms
thereof and hereof. In the absence (or inability) of the Mayor or the City Manager, any of the
documents authorized by this resolution to be executed by them may be executed by the Acting
Mayor or the Acting City Manager.
11. In accordance with the Development Agreement anticipated to be dated as of June
1, 2020 between the Governmental Lender and the Borrower, the Governmental Lender hereby
ratifies its consent to the grant and delivery by the Borrower of the Assignment of TIF Note to the
Fiscal Agent.
The motion for the adoption of the foregoing resolution was duly seconded by Member
_____________, and 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.
5
12503154v5
Attachment A
STATE OF MINNESOTA )
)
COUNTY OF RAMSEY )
I, the undersigned, being the duly qualified and acting City Manager of the City of Roseville,
County of Ramsey, Minnesota, do hereby certify that I have carefully compared the attached and
th
foregoing extract of minutes of a regular meeting of said City Council held on the 18 day of May,
2020 with the original thereof on file in my office.
WITNESS MY HAND official as such Manager this ___ day of ___________, 2020.
SEAL
_______________________________________
Patrick J. Trudgeon, City Manager
19201470v2
12503154v5
Attachment B
FUNDING LOAN AGREEMENT
among
AMERICA FIRST MULTIFAMILY INVESTORS, LP,
as Initial Funding Lender
CITY OF ROSEVILLE, MINNESOTA,
as Governmental Lender
and
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
Relating to
TWIN LAKES FAMILY APARTMENTS
1717 and 1743 County Road C West, Roseville, Minnesota
Maximum Funding Loan Principal Amount: $34,000,000
Dated as of June 1, 2020
This instrument was drafted by:
Taft Stettinius & Hollister LLP (CJC)
th
80 South 8 Street, Suite 2200
Minneapolis, MN 55402
12502516v3
Attachment B
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .................................................................................................... 3
Section 1.01 Definitions.................................................................................................. 3
Section 1.02 Interpretation ............................................................................................ 16
ARTICLE II THE FUNDING LOAN .................................................................................... 16
Section 2.01 Terms ....................................................................................................... 16
Section 2.02 Pledged Security ...................................................................................... 18
Section 2.03 Limited Obligations ................................................................................. 19
Section 2.04 Funding Loan Agreement Constitutes Contract ...................................... 20
Section 2.05 Form and Execution ................................................................................. 20
Section 2.06 Authentication .......................................................................................... 20
Section 2.07 Mutilated, Lost, Stolen or Destroyed Governmental Note ...................... 20
Section 2.08 Registration; Transfer of Funding Loan; Transferee
Representations Letter ............................................................................. 21
Section 2.09 TEL Securitization; Allocation of Funding Loan Interest ....................... 21
Section 2.10 Funding Loan Closing Conditions; Delivery of Governmental Note ...... 22
Section 2.11 Establishment of Project Loan Fund; Application of Funding Loan
Proceeds and Other Money ...................................................................... 23
Section 2.12 Direct Loan Payments to Servicer; Servicer Disbursement of Fees ........ 24
Section 2.13 Conversion ............................................................................................... 25
ARTICLE III PREPAYMENT OF THE FUNDING LOAN .................................................. 25
Section 3.01 Prepayment of the Funding Loan Prior to Maturity ................................. 25
Section 3.02 Notice of Prepayment .............................................................................. 25
ARTICLE IV REVENUES AND FUNDS .............................................................................. 26
Section 4.01 Pledge of Revenues and Assets; Establishment of Funds ........................ 26
Section 4.02 Project Loan Fund .................................................................................... 27
Section 4.03 Application of Revenues .......................................................................... 29
Section 4.04 Application of Loan Payment Fund ......................................................... 30
Section 4.05 Application of Loan Prepayment Fund .................................................... 30
Section 4.06 Administration Fund ................................................................................ 30
Section 4.07 Refunding Fund ....................................................................................... 31
Section 4.08 Investment of Funds ................................................................................. 31
Section 4.09 \[Reserved\] ................................................................................................ 32
12502516v3
Attachment B
TABLE OF CONTENTS
(continued)
Page
Section 4.10 Accounting Records ................................................................................. 32
Section 4.11 Amounts Remaining in Funds ................................................................. 32
Section 4.12 Rebate Fund; Compliance with Tax Certificate ....................................... 32
Section 4.13 Cost of Issuance Fund .............................................................................. 34
Section 4.14 Reports from the Fiscal Agent ................................................................. 34
ARTICLE V GENERAL COVENANTS AND REPRESENTATIONS ............................... 35
Section 5.01 Payment of Principal and Interest ............................................................ 35
Section 5.02 Performance of Covenants ....................................................................... 35
Section 5.03 Instruments of Further Assurance ............................................................ 35
Section 5.04 Inspection of Project Books ..................................................................... 36
Section 5.05 No Modification of Security; Additional Indebtedness ........................... 36
Section 5.06 Damage, Destruction or Condemnation ................................................... 37
Section 5.07 Tax Covenants ......................................................................................... 37
Section 5.08 Representations and Warranties of the Governmental Lender ................ 38
ARTICLE VI DEFAULT PROVISIONS AND REMEDIES OF FISCAL AGENT
AND FUNDING LENDER .............................................................................. 39
Section 6.01 Events of Default ..................................................................................... 39
Section 6.02 Acceleration; Other Remedies Upon Event of Default ............................ 40
Section 6.03 Funding Lender Representative Control of Proceedings ......................... 41
Section 6.04 Waiver by Governmental Lender ............................................................. 42
Section 6.05 Application of Money After Default ........................................................ 42
Section 6.06 Remedies Not Exclusive .......................................................................... 43
Section 6.07 Fiscal Agent May Enforce Rights Without Governmental Note ............. 43
Section 6.08 \[Reserved\] ................................................................................................ 43
Section 6.09 Termination of Proceedings ..................................................................... 43
Section 6.10 Waivers of Events of Default ................................................................... 43
Section 6.11 Interest on Unpaid Amounts and Default Rate for Nonpayment ............. 44
Section 6.12 Assignment of Project Loan; Remedies Under the Project Loan ............ 44
Section 6.13 Substitution .............................................................................................. 44
ARTICLE VII CONCERNING THE FISCAL AGENT ........................................................... 45
ii
12502516v3
Attachment B
TABLE OF CONTENTS
(continued)
Page
Section 7.01 Standard of Care ...................................................................................... 45
Section 7.02 Reliance Upon Documents ...................................................................... 46
Section 7.03 Use of Proceeds ........................................................................................ 49
Section 7.04 \[Reserved\] ................................................................................................ 49
Section 7.05 Trust Imposed .......................................................................................... 49
Section 7.06 Compensation of Fiscal Agent ................................................................. 49
Section 7.07 Qualifications of Fiscal Agent ................................................................. 50
Section 7.08 Merger of Fiscal Agent ............................................................................ 50
Section 7.09 Resignation by the Fiscal Agent .............................................................. 50
Section 7.10 Removal of the Fiscal Agent .................................................................... 51
Section 7.11 Appointment of Successor Fiscal Agent .................................................. 51
Section 7.12 Concerning Any Successor Fiscal Agent ................................................. 51
Section 7.13 Successor Fiscal Agent ............................................................................ 52
Section 7.14 Appointment of Co-Fiscal Agent or Separate Fiscal Agent .................... 52
Section 7.15 Notice of Certain Events .......................................................................... 54
Section 7.16 \[Reserved\] ................................................................................................ 54
Section 7.17 Filing of Financing Statements ................................................................ 54
Section 7.18 USA Patriot Act Requirements of the Fiscal Agent ................................ 55
ARTICLE VIII AMENDMENTS OF CERTAIN DOCUMENTS ............................................. 55
Section 8.01 Amendments to this Funding Loan Agreement ....................................... 55
Section 8.02 Amendments to Financing Documents Require Consent of
Funding Lender Representative ............................................................... 55
Section 8.03 Opinion of Bond Counsel Required ......................................................... 55
ARTICLE IX SATISFACTION AND DISCHARGE OF FUNDING LOAN
AGREEMENT .................................................................................................. 56
Section 9.01 Discharge of Lien ..................................................................................... 56
Section 9.02 Discharge of Liability on Funding Loan .................................................. 57
Section 9.03 Payment of Funding Loan After Discharge of Funding Loan
Agreement ................................................................................................ 57
ARTICLE X INTENTIONALLY OMITTED ........................................................................ 58
ARTICLE XI MISCELLANEOUS .......................................................................................... 58
iii
12502516v3
Attachment B
TABLE OF CONTENTS
(continued)
Page
Section 11.01 Servicing of the Loans ............................................................................. 58
Section 11.02 Limitation of Rights ................................................................................. 58
Section 11.03 Construction of Conflicts; Severability ................................................... 58
Section 11.04 Notices ..................................................................................................... 58
Section 11.05 Funding Lender Representative ............................................................... 62
Section 11.06 Payments Due on Non-Business Days ..................................................... 62
Section 11.07 Counterparts ............................................................................................. 62
Section 11.08 Laws Governing Funding Loan Agreement ............................................ 63
Section 11.09 No Recourse ............................................................................................. 63
Section 11.10 Successors and Assigns ............................................................................ 63
EXHIBIT A FORM OF GOVERNMENTAL NOTE
EXHIBIT B FORM OF NOTICE OF APPOINTMENT OF FUNDING
LENDER REPRESENTATIVE
EXHIBIT C FORM OF TRANSFEREE REPRESENTATIONS LETTER
EXHIBIT D COST OF ISSUANCE REQUISITION
EXHIBIT E PROJECT LOAN FUND REQUISITION
EXHIBIT F CONSTRUCTION PHASE INTEREST RATE
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Attachment B
FUNDING LOAN AGREEMENT
THIS FUNDING LOAN AGREEMENT (this Ð Funding Loan Agreement Ñ), is made and
entered into as of June 1, 2020, by and among AMERICA FIRST MULTIFAMILY INVESTORS,
LP, a Delaware limited partnership, as Initial Funding Lender (the Ð Initial Funding Lender Ñ), the
CITY OF ROSEVILLE, MINNESOTA (the Ð Governmental Lender Ñ), a statutory city,
municipal corporation, and political subdivision duly organized and existing under the
Constitution and laws of the State of Minnesota (the Ð State Ñ), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, organized and operating under the laws of the
United States of America, having a corporate trust office in Saint Paul, Minnesota, as Fiscal Agent
(the Ð Fiscal Agent Ñ). Capitalized terms are defined in Section 1.01 of this Funding Loan
Agreement.
RECITALS
A. On November 25, 2019, pursuant to Minnesota Statutes, Chapter 462C, as amended
(the Ð Act Ñ), the Governmental Lender issued its Multifamily Housing Revenue Note (Twin Lakes
Family Apartments Project), Series 2019 (the Ð Prior Note Ñ), in the original aggregate principal
amount of $4,346,852, and loaned the proceeds thereof to Roseville Leased Housing Associates I,
LLLP, a Minnesota limited liability limited partnership (the Ð Borrower Ñ), for the purpose of
providing short-term financing for the acquisition, construction, and equipping of a 228-unit
multifamily rental housing development located at 1717 and 1743 County Road C West, Roseville,
Minnesota to be known as Twin Lakes Family Apartments (the Ð Project Ñ).
B. Pursuant to the Act and the Project Loan Agreement, dated as of June 1, 2020 (the
Ð Project Loan Agreement Ñ), by and among the Governmental Lender, the Fiscal Agent, and the
Borrower, the Governmental Lender is agreeing to make a mortgage loan to the Borrower in the
maximum aggregate principal amount of $34,000,000 (the Ð Project Loan Ñ) to (i) refund the Prior
Note and (ii) provide for the financing of the Project.
C. The Governmental Lender is making the Project Loan to the Borrower with the
proceeds received from the separate loan made to the Governmental Lender pursuant to this
Funding Loan Agreement in the maximum aggregate principal amount of $34,000,000 (the
Ð Funding Loan Ñ and together with the Project Loan, the Ð Loans Ñ). The Funding Loan is
evidenced by the Governmental LenderÓs Multifamily Note with designation as Multifamily
Housing Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 (the
Ð Governmental Note Ñ) dated June ___, 2020, and delivered by the Governmental Lender to or at
the direction of the Initial Funding Lender.
D. The Initial Funding Lender, pursuant to the terms and subject to the conditions of
this Funding Loan Agreement, the Construction Phase Financing Agreement, and the Construction
Continuing Covenant Agreement, has agreed to originate and fund the initial advance of the
Funding Loan to the Governmental Lender on the Delivery Date, which proceeds of the Funding
Loan will be used by the Governmental Lender to concurrently fund the Project Loan to the
Borrower pursuant to the Project Loan Agreement. Thereafter, the Funding Loan will be advanced
on a draw-down basis in accordance with and subject to the terms of this Funding Loan Agreement
and the Construction Continuing Covenant Agreement. The Initial Funding Lender will administer
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Attachment B
the Loans during the Construction Phase in accordance with the Construction Phase Financing
Agreement and the other Financing Documents.
E. The Borrower has agreed to use a portion of the proceeds of the Project Loan to
refund the Prior Note and to use the remaining proceeds of the Prior Note (which will be treated
as proceeds of the Project Loan) to finance the acquisition, construction, and equipping of the
Project and to pay certain closing costs with respect to the Loans.
F. The BorrowerÓs repayment obligations in respect of the Project Loan will be
evidenced by the Multifamily Note dated June ___, 2020 (together with all riders and
modifications thereto, the Ð Project Note Ñ), delivered to the Governmental Lender, which Project
Note will be endorsed by the Governmental Lender to the Fiscal Agent as security for the Funding
Loan.
G. To secure the BorrowerÓs obligations under the Project Note, the Borrower will
execute and deliver to the Governmental Lender (i) a Mortgage, Security Agreement and Fixture
Financing Statement, and (ii) an Assignment of Leases and Rents, each dated as of the date hereof
(collectively, the Ð Security Instrument Ñ), with respect to the Project, which Security Instrument
will be assigned by the Governmental Lender to the Fiscal Agent as security for the Funding Loan.
H. The Federal Home Loan Mortgage Corporation, a shareholder-owned government-
sponsored enterprise (Ð Freddie Mac Ñ), has entered into a commitment with Greystone Servicing
Company LLC, a Delaware limited liability company (the Ð Freddie Mac Seller/Servicer Ñ), dated
_____________________, 2020 (the Ð Freddie Mac Commitment Ñ), whereby Freddie Mac has
committed, subject to the satisfaction of the Conditions to Conversion set forth in the Construction
Phase Financing Agreement on or before the Forward Commitment Maturity Date, to facilitate the
financing of the Project in the Permanent Phase by purchasing the Funding Loan from the Freddie
Mac Seller/Servicer following the Conversion Date.
I. If the Conditions to Conversion are satisfied on or before the Forward Commitment
Maturity Date as provided for in the Freddie Mac Commitment and the Construction Phase
Financing Agreement, the Project Loan will convert from the Construction Phase to the Permanent
Phase on the Conversion Date and, on such Conversion Date, the Initial Funding Lender shall
deliver, and the Freddie Mac Seller/Servicer shall purchase, the Funding Loan, as evidenced by
the Governmental Note. If the Conditions to Conversion are not satisfied on or before the Forward
Commitment Maturity Date, the Project Loan will not convert from the Construction Phase to the
Permanent Phase, and neither the Freddie Mac Seller/Servicer nor Freddie Mac will have any
obligation with respect to the purchase of the Funding Loan and the Initial Funding Lender will
remain the owner of the Funding Loan as the holder of the Governmental Note.
J. As a Condition to Conversion, the Project Note and the Security Instrument are
required to be amended and restated and the Borrower is required to enter into a Continuing
Covenant Agreement with the Freddie Mac Seller/Servicer (the Ð Freddie Mac Continuing
Covenant Agreement Ñ), in each case pursuant to the forms attached to the Construction Phase
Financing Agreement.
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Attachment B
K. If the Conditions to Conversion are satisfied and the Funding Loan is purchased by
the Freddie Mac Seller/Servicer on the Conversion Date as set forth above, the Freddie Mac Seller/
Servicer shall deliver the Funding Loan to Freddie Mac for purchase pursuant to the terms of the
Freddie Mac Commitment and the Guide (such date of purchase by Freddie Mac being referred to
as the ÐFreddie Mac Purchase DateÑ).
L. Upon the occurrence of the Freddie Mac Purchase Date, the Freddie Mac
Seller/Servicer will assign to Freddie Mac all of its rights and interest in the Funding Loan, the
Governmental Note, this Funding Loan Agreement, the Freddie Mac Continuing Covenant
Agreement and the other Financing Documents. Greystone Servicing Company LLC. will act as
Servicer for the Loans on behalf of Freddie Mac, as Funding Lender, on and after the Freddie Mac
Purchase Date.
M. The Governmental Lender has determined that all things necessary to incur the
Funding Loan and to make the Governmental Note, when executed by the Governmental Lender
and authenticated by the Fiscal Agent and issued in accordance with this Funding Loan Agreement,
the valid, binding and legal obligation of the Governmental Lender and to constitute this Funding
Loan Agreement a valid lien on the properties, interests, revenues and payments herein pledged to
the payment of the principal of, premium, if any, and interest on, the Governmental Note, have
been duly taken, and the creation, execution and delivery of this Funding Loan Agreement and the
execution and delivery of the Governmental Note, subject to the terms of this Funding Loan
Agreement, have been duly authorized by the Governmental Lender.
N. The Fiscal Agent has the power and authority to enter into this Funding Loan
Agreement, including corporate trust powers to accept the trusts hereunder and to accept and
assume its other responsibilities hereunder as Fiscal Agent as evidenced by its execution of this
Funding Loan Agreement.
NOW, THEREFORE, in consideration of the premises and of the origination and funding
of the Funding Loan by the Funding Lender, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. The terms used in this Funding Loan Agreement (except as
herein otherwise expressly provided or unless the context otherwise requires) for all purposes of
this Funding Loan Agreement and of any amendment or supplement hereto shall have the
respective meanings specified below; provided that, in the event of an inconsistency between
definitions of terms defined more than once in this Funding Loan Agreement, the definition for
such term set forth in this Section 1.01 shall control to the extent of such inconsistency. Terms
used herein not otherwise defined shall have the respective meanings set forth in the Project Loan
Agreement.
Ð Act Ñ means Minnesota Statutes, Chapter 462C, as amended.
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Attachment B
Ð Actual Project Loan Amount Ñ has the meaning set forth in the Construction Phase
Financing Agreement.
Ð Administration Fund Ñ means the Administration Fund established by the Fiscal Agent
pursuant to Section 4.01 hereof.
Ð Advance Request Ñ shall mean a request by the Borrower to the Initial Funding Lender that
the Initial Funding Lender whether directly or acting by and through Financial Monitor either (i)
approve a disbursement from the Project Account by Fiscal Agent to the Title Company for further
disbursement in accordance with the Disbursing Agreement or (ii) disburse additional proceeds of
the Funding Loan to the Fiscal Agent as provided hereunder, which request shall be in the form
prescribed by the Construction Continuing Covenant Agreement.
Ð Advance Termination Date Ñ means the earliest to occur of (i) the date when the sum of
the aggregate advances of the Funding Loan made by the Initial Funding Lender equals the
Authorized Amount, (ii) the date that is three years after the Delivery Date, (iii) the Conversion
Date, (iv) the date of a Determination of Taxability, or (v) the occurrence of an Event of Default
hereunder.
Ð Assignment Ñ means the Assignment of Mortgage, Security Agreement and Fixture
Financing Statement and Assignment of Leases and Rents, dated as of the date hereof, by the
Governmental Lender assigning its interest in the Security Instrument to the Fiscal Agent.
Ð Authorized Amount Ñ shall mean $34,000,000, the maximum principal amount of the
Funding Loan authorized under this Funding Loan Agreement.
ÐAuthorized OfficerÑ means (a) when used with respect to the Governmental Lender, the
Mayor, City Manager and City Finance Director and such additional Person or Persons, if any,
duly designated by the Governmental Lender in writing to act on its behalf, (b) when used with
respect to the Borrower, any general partner of the Borrower and such additional Person or
Persons, if any, duly designated by the Borrower in writing to act on its behalf, (c) when used with
respect to the Fiscal Agent, any authorized signatory of the Fiscal Agent, or any Person who is
authorized in writing to take the action in question on behalf of the Fiscal Agent, (d) when used
with respect to the Servicer, any Person or Persons duly designated by the Servicer in writing to
act on its behalf, (e) when used with respect to the Funding Lender Representative, any Person
who is authorized in writing to take the action in question on behalf of the Funding Lender
Representative, and (f) when used with respect to the Financial Monitor, any Person or Persons
duly designated by the Financial Monitor in writing to act on its behalf.
ÐBankruptcy CodeÑ means Title 11 of the United States Code entitled ÐBankruptcy,Ñ as
now and hereafter in effect, or any successor federal statute.
ÐBond CounselÑ means (a) on the Delivery Date, the law firm or law firms delivering the
approving opinion(s) with respect to the Governmental Note, or (b) any other firm of attorneys
selected by the Governmental Lender that is experienced in matters relating to the issuance of
obligations by states and their political subdivisions that is listed as municipal bond attorneys in
The Bond BuyerÓs Municipal Marketplace and is acceptable to the Funding Lender Representative.
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Attachment B
ÐBorrowerÑ means Roseville Leased Housing Associates I, LLLP, a limited liability
limited partnership duly organized and existing under the laws of the State of Minnesota, or any
of its permitted successors or assigns, as owner of the Project.
ÐBorrower Equity AccountÑ means the Borrower Equity Account of the Project Loan Fund
established by the Fiscal Agent pursuant to Section 2.11 hereof.
ÐBorrower Equity DepositÑ means $0.00, which shall be comprised of sources other than
the proceeds of the Project Loan.
ÐBusiness DayÑ means any day other than (a) a Saturday or a Sunday, or (b) a day on
which (i) banking institutions in the City of New York or in the city in which the Principal Office
of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed or
(ii) the New York Stock Exchange is closed.
ÐCertificate of the Governmental LenderÑ and ÐRequest of the Governmental LenderÑ
mean, respectively, a written certificate or request signed in the name of the Governmental Lender
by an Authorized Officer of the Governmental Lender or such other Person as may be designated
and authorized to sign for the Governmental Lender. Any such instrument and supporting opinions
or representations, if any, may, but need not, be combined in a single instrument with any other
instrument, opinion or representation, and the two or more so combined shall be read and construed
as a single instrument.
ÐCodeÑ means the Internal Revenue Code of 1986, as amended, and the applicable
regulations promulgated thereunder.
Ð Conditions to Conversion Ñ has the meaning given to that term in the Construction Phase
Financing Agreement.
Ð Construction Continuing Covenant Agreement Ñ means the Tax-Exempt Construction
Loan Agreement, dated as of the date hereof, by and between the Borrower and the Initial Funding
Lender, as the same may be amended, modified or supplemented from time to time.
Ð Construction Loan Documents Ñ means, collectively, the Construction Continuing
Covenant Agreement, the Construction Phase Financing Agreement, and all other documents to
be executed and delivered by Borrower to or at the direction of the Initial Funding Lender in
connection with the Construction Phase of the Project, including without limitation, the (i)
Financial Monitoring Agreement, dated as of June 1, 2020, between Borrower and Greystone
Servicing Company, LLC, as financial monitor thereunder (in such capacity, Ð Financial
Monitor Ñ), and (ii) Servicing Agreement, dated as of June 1, 2020, between Borrower and
Greystone Servicing Company, LLC, as servicer thereunder (the Ð Servicing Agreemetn Ñ).
Ð Construction Phase Ñ means the construction phase of the Project Loan, which time period
shall commence on the Delivery Date and remain in effect to, but not including, the Conversion
Date.
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Attachment B
Ð Construction Phase Financing Agreement Ñ means the Construction Phase Financing
Agreement, dated as of the date hereof, by and among the Initial Funding Lender, Freddie Mac,
and the Freddie Mac Seller/Servicer, and acknowledged and agreed to by the Borrower, as the
same may be amended, modified or supplemented from time to time.
Ð Construction Phase Interest Rate Ñ has the meaning set forth on Exhibit F; provided that
during the continuation of any Event of Default hereunder, the Construction Phase Interest Rate
shall be the Default Rate.
Ð Continuing Covenant Agreement Ñ means (i) prior to the Conversion Date, the
Construction Continuing Covenant Agreement, and (ii) from and after the Conversion Date, the
Freddie Mac Continuing Covenant Agreement.
Ð Conversion Ñ means conversion of the Project Loan from the Construction Phase to the
Permanent Phase on the Conversion Date.
Ð Conversion Date Ñ means the date the Freddie Mac Seller/Servicer purchases the Funding
Loan from the Initial Funding Lender upon the satisfaction of the Conditions to Conversion, as
such Conversion Date is specified by the Freddie Mac Seller/Servicer in the Notice of Conversion,
which date shall be at least ten (10) days following the date on which the Notice of Conversion is
delivered.
ÐCost,Ñ ÐCostsÑ or ÐCosts of the ProjectÑ means, with respect to the proceeds of the
Governmental Note, costs paid with respect to the Project that (i) are properly chargeable to capital
account (or would be so chargeable with a proper election by the Borrower or but for a proper
election by the Borrower to deduct such costs) in accordance with general federal income tax
principles and in accordance with United States Treasury Regulations Section 1.103-8(a)(1),
(ii) are paid with respect to a qualified residential rental project or projects within the meaning of
Section 142(d) of the Code, (iii) are paid after the earlier of (A) sixty (60) days prior to the date of
a resolution of the Governmental Lender to reimburse costs of the Project with proceeds of the
Loans or (B) the Delivery Date, and (iv) if the Costs of the Project were previously paid and are
to be reimbursed with proceeds of the Loans such costs were (A) Costs of Issuance of the
Governmental Note, (B) preliminary capital expenditures (within the meaning of United States
Treasury Regulations Section 1.150-2(f)(2)) with respect to the Project (such as architectural,
engineering and soil testing services) incurred before commencement of acquisition or
construction of the Project that do not exceed twenty percent (20%) of the issue price of the
Governmental Note (as defined in United States Treasury Regulations Section 1.148-1), or
(C) were capital expenditures with respect to the Project that are reimbursed no later than eighteen
(18) months after the later of the date the expenditure was paid or the date the Project is placed in
service (but no later than three (3) years after the expenditure is paid); provided however, that if
any portion of the Project is being constructed or developed by the Borrower or an affiliate
(whether as a developer, a general contractor or a subcontractor), ÐCost,Ñ ÐCostsÑ or ÐCosts of the
ProjectÑ shall include only (a) the actual out-of-pocket costs incurred by the Borrower or such
affiliate in developing or constructing the Project (or any portion thereof), (b) any reasonable fees
for supervisory services actually rendered by the Borrower or such affiliate (but excluding any
profit component) and (c) any overhead expenses incurred by the Borrower or such affiliate which
are directly attributable to the work performed on the Project, and shall not include, for example,
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Attachment B
intercompany profits resulting from members of an affiliated group (within the meaning of Section
1504 of the Code) participating in the acquisition, construction or development of the Project or
payments received by such affiliate due to early completion of the Project (or any portion thereof).
ÐCost of Issuance FundÑ means the Cost of Issuance Fund established by the Fiscal Agent
pursuant to Section 4.01 hereof.
ÐCosts of IssuanceÑ means, as applicable, (i) the fees (excluding ongoing fees), costs and
expenses of (a) the Governmental Lender, the Governmental LenderÓs counsel and the
Governmental LenderÓs municipal advisor, (b) Bond Counsel, (c) the Fiscal Agent and the Fiscal
AgentÓs counsel, (d) the Initial Funding Lender and the Initial Funding LenderÓs counsel (e) the
Freddie Mac Seller/Servicer and the Freddie Mac Seller/ServicerÓs counsel, (f) Freddie Mac and
Freddie MacÓs counsel, and (g) the BorrowerÓs counsel attributable to the funding of the Loans
and the BorrowerÓs financial advisor, if any, and (ii) all other fees, costs and expenses directly
associated with the Funding Loan and the Project Loan, including, without limitation, printing
costs, costs of reproducing documents, filing and recording fees.
ÐCosts of Issuance DepositÑ means the deposit to be made by the Borrower with the Fiscal
Agent on the Delivery Date, which deposit shall equal $0.00.
Ð Default Rate Ñ means (a) during the Construction Phase, an interest rate equal to the lower
of (i) six percent (6%) per annum above the Construction Phase Interest Rate or (ii) the Maximum
Interest Rate, and (b) during the Permanent Phase, an interest rate equal to the lower of (i) four
percent (4%) per annum above the Permanent Phase Interest Rate or (ii) the Maximum Interest
Rate.
ÐDelivery DateÑ means June ___, 2020, the date of funding of the initial advance of the
Funding Loan and the delivery of the Governmental Note by the Governmental Lender to the
Initial Funding Lender.
Ð Determination of Taxability Ñ means, with respect to the Governmental Note, (a) a
determination by the Commissioner or any District Director of the Internal Revenue Service, (b) a
private ruling or Technical Advice Memorandum issued by the National Office of the Internal
Revenue Service, (c) a determination by any court of competent jurisdiction, (d) the enactment of
legislation or (e) receipt by Fiscal Agent or Funding Lender Representative, at the request of
Governmental Lender, Borrower, Fiscal Agent or Funding Lender Representative, of an opinion
of Bond Counsel, in each case to the effect that the interest on the Governmental Note is includable
in gross income for federal income tax purposes of the Funding Lender or any former Funding
Lender other than a Funding Lender who is a Ðsubstantial userÑ of the Project or a Ðrelated personÑ
(as such terms are defined in Section 147(a) of the Code); provided, however, that no such
Determination of Taxability under clause (a) or (c) shall be deemed to have occurred if the
Governmental Lender (at the sole expense of the Borrower) or the Borrower is contesting such
determination, has elected to contest such determination in good faith and is proceeding with all
applicable dispatch to prosecute such contest until the earliest of (i) a final determination from
which no appeal may be taken with respect to such determination, (ii) abandonment of such appeal
by the Governmental Lender or the Borrower, as the case may be, or (iii) one year from the date
of initial determination.
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Attachment B
Ð Disbursing Agreement Ñ means the Disbursing Agreement, dated as of the date hereof, by
and among the Borrower, the Initial Funding Lender, \[the Servicer\], American First Multifamily
Investors, LP, in its capacity as Taxable Loan Lender (as defined in the Construction Continuing
Covenant Agreement), \[the Financial Monitor,\] \[the provided in the Additional Construction
Sources (as defined in the Construction Continuing Covenant Agreement),\] the Fiscal Agent, and
the Title Company (as disbursing agent thereunder), as the same may be amended, modified or
supplemented from time to time.
Ð Electronic Notice Ñ means delivery of notice in a Word format or a Portable Document
Format (PDF) by electronic mail to the electronic mail addresses listed in Section 11.04 hereof;
provided, that if a sender receives notice that the electronic mail is undeliverable, notice must be
sent as otherwise required by Section 11.04 hereof.
ÐEvent of DefaultÑ or Ðevent of defaultÑ means any of those events specified in and defined
by the applicable provisions of Article VI hereof to constitute an event of default.
ÐExtraordinary ServicesÑ means and includes, but not by way of limitation, services,
actions and things carried out and all expenses incurred by the Fiscal Agent, in respect of or to
prevent default under this Funding Loan Agreement or the Project Loan Documents, including any
reasonable attorneysÓ or agentsÓ fees and expenses and other litigation costs that are entitled to
reimbursement under the terms of the Project Loan Agreement, and other actions taken and carried
out by the Fiscal Agent which are not expressly set forth in this Funding Loan Agreement or the
Project Loan Documents.
ÐFair Market ValueÑ means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, armÓs length transaction (determined as of the date
the contract to purchase or sell the investment becomes binding) if the investment is traded on an
established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the
term ÐFair Market ValueÑ means the acquisition price in a bona fide armÓs length transaction (as
referenced above) if (a) the investment is a certificate of deposit that is acquired in accordance
with applicable regulations under the Code, (b) the investment is an agreement with specifically
negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for
example, a guaranteed investment contract, a forward supply contract or other investment
agreement) that is acquired in accordance with applicable regulations under the Code, (c) the
investment is a United States Treasury Security--State and Local Government Series that is
acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or
(d) any commingled investment fund in which the Governmental Lender and related parties do not
own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is
without regard to the source of investment.
ÐFee ComponentÑ has the meaning set forth in the Project Loan Agreement.
Ð Financing Documents Ñ means, collectively, this Funding Loan Agreement, the
Governmental Note, the Tax Certificate, the Project Loan Documents, the Construction Loan
Documents (during the Construction Phase) and all other documents or instruments evidencing,
securing or relating to the Loans.
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Attachment B
ÐFiscal AgentÑ means U.S. Bank National Association, a national banking association, and
its successors and assigns hereunder.
ÐFiscal AgentÓs Extraordinary Fees and ExpensesÑ means all those fees, expenses and
disbursements earned or incurred by the Fiscal Agent as described under Section 7.06 hereof for
Extraordinary Services, as set forth in a detailed invoice to the Borrower, the Servicer and the
Funding Lender Representative.
ÐFiscal AgentÓs Ordinary Fees and ExpensesÑ means the annual administration fee for the
Fiscal AgentÓs ordinary fees and expenses in rendering its services under this Funding Loan
Agreement during each twelve month period, which fee is equal to (and shall not exceed) $1,800
and shall be payable annually in advance on the Delivery Date and each anniversary thereof.
Ð Forward Commitment Maturity Date Ñ means June 1, 20__, subject to extension by
Freddie Mac as provided in the Construction Phase Financing Agreement.
ÐFreddie MacÑ means the Federal Home Loan Mortgage Corporation, a
shareholder-owned government-sponsored enterprise organized and existing under the laws of the
United States of America, and its successors and assigns.
ÐFreddie Mac CommitmentÑ means the commitment from Freddie Mac to the Freddie Mac
Seller/Servicer pursuant to which Freddie Mac has agreed to purchase the Funding Loan following
the Conversion Date, subject to the terms and conditions set forth therein, as such commitment
may be amended, modified or supplemented from time to time.
Ð Freddie MacContinuing Covenant Agreement Ñ means the Continuing Covenant
Agreement to be delivered on the Conversion Date in the form attached to the Construction Phase
Financing Agreement by and between the Borrower and the Freddie Mac Seller/Servicer, as the
same may be amended, modified or supplemented from time to time.
Ð Freddie Mac Purchase Date Ñ means the date on which Freddie Mac purchases the
Funding Loan from the Freddie Mac Seller/Servicer upon satisfaction of the conditions set forth
in the Construction Phase Financing Agreement and the Freddie Mac Commitment.
Ð Freddie Mac Seller/Servicer Ñ means Greystone Servicing Company LLC as Freddie
MacÓs seller/servicer under the Freddie Mac Commitment, or any of its successors or assigns under
the Freddie Mac Commitment.
Ð Funding Lender Ñ means, initially, America First Multifamily Investors, LP (who may
initially hold the Governmental Note in the name of a custodian acting in a custodial capacity on
behalf thereof) and any other Person who is the holder of the Governmental Note.
ÐFunding Lender RepresentativeÑ means the Funding Lender or any Person designated by
the Funding Lender to act on behalf of the Funding Lender as provided in Section 11.05, or an
assignee of such Person as provided in Section 11.05. The initial Funding Lender Representative
shall be the Initial Funding Lender. The Freddie Mac Seller/Servicer shall become the Funding
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Attachment B
Lender Representative upon the occurrence of the Conversion Date and Freddie Mac shall become
the Funding Lender Representative upon the occurrence of the Freddie Mac Purchase Date.
Ð Funding Loan Ñ means the loan in the maximum aggregate principal amount of
$34,000,000 made to the Governmental Lender pursuant to this Funding Loan Agreement by the
Initial Funding Lender.
ÐGovernment ObligationsÑ means investments meeting the requirements of clause (a) or
(b) of the definition of ÐQualified InvestmentsÑ herein.
ÐGovernmental LenderÑ means the City of Roseville, Minnesota, a statutory city,
municipal corporation, and political subdivision duly organized and existing under the
Constitution and laws of the State.
ÐGovernmental Lender FeeÑ means the financing fee in the amount of one percent (1.0%)
of the principal amount of the Governmental Note, $43,468.52 of which has heretofore been paid
and the remainder of which is to be paid on or before the Delivery Date.
ÐGovernmental NoteÑ means the Multifamily Note with designation as Multifamily
Housing Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 in the
maximum aggregate principal amount of $34,000,000, dated the Delivery Date, executed by the
Governmental Lender and authenticated by the Fiscal Agent in favor of the Initial Funding Lender
(or at the direction of Initial Funding Lender, in fabor of a custodian acting in a custodial capacity
on behalf of Initial Funding Lender), substantially in the form attached hereto as Exhibit A, as the
same may be amended, restated, supplemented, or otherwise modified from time to time, or any
mortgage note executed in substitution therefor, as such substitute note may be amended, restated,
supplemented, or otherwise modified from time to time.
Ð Governmental Note Amortization Schedule Ñ means the Governmental Note Amortization
Schedule attached as Schedule 1 to the Governmental Note, if applicable.
ÐGuideÑ means the Freddie Mac Multifamily Seller/Servicer Guide, as the same may be
amended, modified or supplemented from time to time.
Ð Initial Debt Service Deposit Ñ means $0.00.
Ð Initial Funding Lender Ñ means America First Multifamily Investors, LP, a Delaware
limited partnership, as initial holder of the Governmental Note (who may initially hold the
Governmental Note in the name of a custodian acting in a custodial capacity on behalf thereof).
ÐInterest Payment DateÑ means (i) the first day of each calendar month, commencing
__________1, 2020, (ii) the date of any prepayment of the Funding Loan, but only with respect to
the portion of the Funding Loan subject to prepayment, and (iii) the Maturity Date.
Ð Investment Income Ñ means the earnings and profits derived from the investment of money
pursuant to Section 4.08 hereof.
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Attachment B
ÐLease AssignmentÑ means the Assignment of Leases and Rents dated as of the date
hereof, by the Borrower to the Governmental Lender, which Lease Assignment has been assigned
by the Governmental Lender to the Fiscal Agent pursuant to the Assignment as security for the
Funding Loan, as the same may be further amended, supplemented, or restated.
ÐLoansÑ means, together, the Project Loan and the Funding Loan.
ÐLoan Payment FundÑ means the Loan Payment Fund established by the Fiscal Agent
pursuant to Section 4.01 hereof.
ÐLoan Prepayment FundÑ means the Loan Prepayment Fund established by the Fiscal
Agent pursuant to Section 4.01 hereof.
ÐMaturity DateÑ means the maturity date of the Funding Loan set forth in Section 2.01(e)
hereof.
ÐMaximum Interest RateÑ means the rate of interest which results in the maximum amount
of interest allowed by applicable law.
ÐMoodyÓsÑ means MoodyÓs Investors Service, Inc., its successors and assigns, if such
successors and assigns continue to perform the services of a securities rating agency.
ÐNet ProceedsÑ when used with respect to any insurance or condemnation award, means
the proceeds from the insurance or condemnation award with respect to which that term is used
remaining after payment of all reasonable expenses incurred in the collection of such insurance
proceeds or condemnation award, including reasonable attorneysÓ fees.
Ð Notes Ñ means, together, the Project Note and the Governmental Note.
Ð Notice of Conversion Ñ means a written notice to be delivered not less than ten (10) days
prior to the Conversion Date by the Freddie Mac Seller/Servicer to the Governmental Lender, the
Fiscal Agent, the Borrower, the Initial Funding Lender and Freddie Mac (i) stating that the
Conditions to Conversion have been satisfied on or before the Forward Commitment Maturity
Date or, if any Condition to Conversion has not been satisfied on or before the Forward
Commitment Maturity Date, stating that such Condition to Conversion has been waived in writing
by Freddie Mac (if a waiver is permitted and is granted by Freddie Mac, in its sole and absolute
discretion) on or before the Forward Commitment Maturity Date, (ii) confirming the Conversion
Date and (iii) providing for an updated amortization schedule for the Project Note and the
Governmental Note in the event the Borrower makes a Pre-Conversion Loan Equalization
Payment at Conversion.
Ð Paying Agent Ñ means the Person designated to make payments of principal of,
Prepayment Premium, if any, and interest on the Funding Loan, to the Funding Lender pursuant
to Section 2.12 hereof. The initial Paying Agent shall be the Servicer."
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Attachment B
Ð Permanent Phase Ñ means the permanent phase of the Project Loan, which time period
shall commence on the Conversion Date and remain in effect through the remaining term of the
Project Loan.
Ð Permanent Phase Interest Rate Ñ means, during the Permanent Phase, the fixed interest
rate of ___% per annum; provided that during the continuance of any Event of Default hereunder,
the Permanent Phase Interest Rate shall be the Default Rate, in each case computed on the basis of
a 360-day year consisting \[of twelve 30-day months\] \[the actual number of days elapsed\].
ÐPersonÑ means an individual, a corporation, a partnership, an association, a joint stock
company, a joint venture, a trust, an unincorporated association, a limited liability company or a
government or any agency or political subdivision thereof, or any other organization or entity
(whether governmental or private).
ÐPledged SecurityÑ shall have the meaning given to that term in Section 2.02 hereof.
Ð Pre-Conversion Loan Equalization Payment Ñ means a prepayment of the Project Loan by
the Borrower (and corresponding prepayment of the Funding Loan hereunder) prior to the Forward
Commitment Maturity Date in order to equalize the principal amount of the Project Loan and the
Funding Loan to the Actual Project Loan Amount.
Ð Prepayment Premium Ñ shall mean any premium payable hereunder in connection with a
prepayment of the Funding Loan, which premium shall be in an amount equal to (i) during the
Construction Phase, the amount of premium, if any, payable by the Borrower under the Project
Note, and (ii) during the Permanent Phase, the amount of premium payable by the Borrower under
the Project Note, in each case in connection with a prepayment of the Project Loan.
ÐPrincipal Office of the Fiscal AgentÑ means the office of the Fiscal Agent referenced in
Section 11.04(a) hereof, or such other office or offices as the Fiscal Agent may designate in writing
from time to time, or the office of any successor Fiscal Agent where it principally conducts its
business of serving as Fiscal Agent under indentures pursuant to which municipal or governmental
obligations are issued.
ÐPrior LenderÑ means Bridgewater Bank, a Minnesota banking corporation, as the
purchaser and sole holder of the Prior Note.
ÐPrior NoteÑ means the Governmental LenderÓs Multifamily Housing Revenue Note
(Twin Lakes Family Apartments Project) Series 2019, with an original issue date of November 25,
2019, in the original principal amount of $4,346,852.
ÐProjectÑ means, collectively, the land and residential rental apartment units, and related
fixtures, equipment, furnishings and site improvements to be known as Twin Lakes Family
Apartments located at 1717 and 1743 County Road C West, in Roseville, Ramsey County,
Minnesota, including the real estate described in the Security Instrument.
ÐProject AccountÑ means the Project Account of the Project Loan Fund established by the
Fiscal Agent pursuant to Section 2.11 hereof.
12
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Attachment B
Ð Project Loan Ñ means the loan made by the Governmental Lender to the Borrower
pursuant to the Project Loan Agreement in the maximum aggregate principal amount of
$34,000,000, as evidenced by the Project Note.
ÐProject Loan AgreementÑ means the Project Loan Agreement, dated as of the date hereof,
among the Borrower, the Governmental Lender and the Fiscal Agent, as amended, supplemented
or restated from time to time.
Ð Project Loan Documents Ñ means the Security Instrument, the Project Note, the Project
Loan Agreement, the Tax Regulatory Agreement, the Assignment, the Continuing Covenant
Agreement, and any and all other instruments and other documents evidencing, securing, or
otherwise relating to the Project Loan or any portion thereof.
ÐProject Loan FundÑ means the Project Loan Fund established by the Fiscal Agent
pursuant to Section 2.11 hereof.
ÐProject NoteÑ means the Multifamily Note, dated the Delivery Date, from the Borrower,
including all riders and addenda thereto, evidencing the BorrowerÓs obligation to repay the Project
Loan, which Project Note will be delivered to the Governmental Lender and endorsed by the
Governmental Lender to the Fiscal Agent as security for the Funding Loan, as the same will be
amended and restated into the form attached to the Construction Phase Financing Agreement upon
the occurrence of the Conversion Date, as the same may be further amended, restated,
supplemented, or otherwise modified from time to time, or any note executed in substitution
therefor, as such substitute note may be amended, restated, supplemented, or otherwise modified
from time to time.
ÐQualified InvestmentsÑ means any of the following if and to the extent permitted by law:
(a) direct and general obligations of the United States of America; (b) obligations of any agency
or instrumentality of the United States of America the payment of the principal of and interest on
which are unconditionally guaranteed by the full faith and credit of the United States of America;
(c) senior debt obligations of Freddie Mac; (d) senior debt obligations of Fannie Mae; (e) demand
deposits or time deposits with, or certificates of deposit issued by, the Fiscal Agent or its affiliates
or any bank organized under the laws of the United States of America or any state or the District
of Columbia which has combined capital, surplus and undivided profits of not less than
$50,000,000; provided that the Fiscal Agent or such other institution has been rated at the time of
investment at least ÐVMIG-1Ñ/ÓÑA-1+Ñ by MoodyÓs or S&P which deposits or certificates are fully
insured by the Federal Deposit Insurance Corporation or collateralized pursuant to the
requirements of the Office of the Comptroller of the Currency; (f) investment agreements with a
bank or any insurance company or other financial institution which has a rating assigned by
MoodyÓs or S&P to its outstanding long-term unsecured debt which is the highest rating (as defined
below) for long-term unsecured debt obligations assigned by MoodyÓs or S&P, and which are
approved by the Funding Lender Representative; (g) shares or units in any money market mutual
fund rated at the time of investment ÐAaaÑ/ÑAAAÑ by MoodyÓs or S&P (or if a new rating scale
is implemented, the equivalent rating category given by the Rating Agency for that general
category of security) (including mutual funds of the Fiscal Agent or its affiliates or for which the
Fiscal Agent or an affiliate thereof serves as investment advisor or provides other services to such
mutual fund receives reasonable compensation therefor) registered under the Investment Company
13
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Attachment B
Act of 1940, as amended, whose investment portfolio consists solely of (A) direct obligations of
the government of the United States of America, or (B) tax exempt obligations; (h)(i) tax-exempt
obligations rated in the highest short term rating category by MoodyÓs or S&P, or (ii) shares of a
tax-exempt municipal money market mutual fund or other collective investment fund registered
under the federal Investment Company Act of 1940, whose shares are registered under the federal
Securities Act of 1933, having assets of at least $100,000,000, and having a rating at the time of
investment of ÐAaaÑ/ÑAAAÑ by MoodyÓs or S&P (or if a new rating scale is implemented, the
equivalent rating category given by the Rating Agency for that general category of security), for
which at least 95% of the income paid to the holders on interest in such money market fund will
be excludable from gross income under Section 103 of the Code, including money market funds
for which the Fiscal Agent or its affiliates receive a fee for investment advisory or other services
to the fund; or (i) any other investments approved in writing by the Funding Lender
Representative. For purposes of this definition, the Ðhighest ratingÑ shall mean a rating at the time
of investment of at least ÐVMIG-1Ñ/ÑA-1+Ñ for obligations with less than one year maturity; at
least ÐAaaÑ/ÑVMIG-1Ñ/ÑAAAÑ/ÑA-1+Ñ for obligations with a maturity of one year or greater but
less than three years; and at least ÐAaaÑ/ÑAAAÑ for obligations with a maturity of three years or
greater. Qualified Investments must be limited to instruments that have a predetermined
fixed-dollar amount of principal due at maturity that cannot vary or change and interest, if tied to
an index, shall be tied to a single interest rate index plus a single fixed spread, if any, and move
proportionately with such index.
ÐRating AgencyÑ means MoodyÓs or S&P, as applicable, or any successor rating service
thereof.
ÐRebate AnalystÑ means a certified public accountant, financial analyst or bond counsel,
or any firm of the foregoing, or financial institution (which may include the Fiscal Agent)
experienced in making the arbitrage and rebate calculations required pursuant to Section 148 of
the Code, selected and retained by the Borrower at the expense of the Borrower, with the prior
written consent of the Governmental Lender, to make the rebate computations required under this
Funding Loan Agreement and the Project Loan Agreement.
ÐRebate FundÑ means the Rebate Fund established by the Fiscal Agent pursuant to
Section 4.01 hereof.
ÐRebate YearÑ means, with respect to the Governmental Note, each one-year period that
ends at the close of business on the day in the calendar year that is selected by Borrower as
indicated in the Tax Certificate. The first and last Rebate Years may be short periods. If no day is
selected by Borrower before the earlier of the Maturity Date or the date that is five years after the
Delivery Date, each Rebate Year ends on each anniversary of the Delivery Date and on the
Maturity Date or date of earlier payment in full of the Governmental Note.
ÐRefunding FundÑ means the Refunding Fund established by the Fiscal Agent pursuant to
Section 4.01 hereof.
ÐRequisitionÑ means, with respect to the Project Loan Fund, the requisition in the form of
Exhibit E to this Funding Loan Agreement required to be submitted in connection with
disbursements from the Project Account and/or the Borrower Equity Account of the Project Loan
14
12502516v3
Attachment B
Fund, and with respect to the Cost of Issuance Fund, the requisition in the form of Exhibit D to
this Funding Loan Agreement required to be submitted in connection with disbursements from the
Cost of Issuance Fund.
ÐResolutionÑ means the resolution adopted by the Governmental Lender on May 18, 2020,
authorizing the Funding Loan, the Project Loan and the execution and delivery of the Financing
Documents to which it is a party.
ÐResponsible OfficerÑ means, when used with respect to the Fiscal Agent, any officer
within the corporate trust department of the Fiscal Agent, including any vice president, assistant
vice president, assistant secretary, assistant treasurer, trust officer, or any other officer of the Fiscal
Agent who customarily performs functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any corporate trust matter is referred because
of such personÓs knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Funding Loan Agreement.
ÐRevenue FundÑ means the Revenue Fund established by the Fiscal Agent pursuant to
Section 4.01 hereof.
ÐRevenuesÑ means (a) all payments made with respect to the Project Loan pursuant to the
Project Loan Agreement, the Project Note or the Security Instrument, including but not limited to
all casualty or other insurance benefits and condemnation awards paid in connection therewith and
all payments obtained through the exercise of remedies under the Financing Documents, and (b) all
money and securities held by the Fiscal Agent in the funds and accounts established pursuant to
this Funding Loan Agreement (excluding money or securities designated for deposit into and held
in the Cost of Issuance Fund, the Administration Fund and the Rebate Fund), together with all
investment earnings thereon.
ÐSecurity InstrumentÑ means, collectively and each being in form and substance
satisfactory for recordation in the official real property records (inclusive of any so-called ÒTorrens
FilingsÓ) of Ramsey County, Minnesota, (i) the Mortgage, Security Agreement and Fixture
Financing Statement, dated as of the date hereof, by the Borrower, granting a first priority
mortgage and security interest in the Project to the Governmental Lender to secure the repayment
of the Project Loan and related obligations, and (ii) the Lease Assignment, which Security
Instrument has been assigned by the Governmental Lender to the Fiscal Agent pursuant to the
Assignment as security for the Funding Loan, as the same will be amended and restated into the
form attached to the Construction Phase Financing Agreement upon the occurrence of the
Conversion Date, as the same may be further amended, supplemented or restated.
ÐS&PÑ means S&P Global Ratings, and its successors and assigns, if such successors and
assigns continue to perform the services of a securities rating agency.
ÐServicerÑ means any entity appointed by the Funding Lender Representative to service
the Loans and any successor in such capacity as appointed by the Funding Lender Representative
pursuant to Section 3.02 of the Project Loan Agreement. During the Construction Phase, the
Servicer shall be Greystone Servicing Company LLC as servicer under the Servicing Agreement.
During the Permanent Phase, the Servicer shall be the Freddie Mac Seller/Servicer.
15
12502516v3
Attachment B
ÐStateÑ means the State of Minnesota.
ÐTax CertificateÑ means the Borrower Tax Certificate executed by the Borrower on the
Delivery Date with the endorsement of the Governmental Lender.
ÐTax Regulatory AgreementÑ means the Amended and Restated Regulatory Agreement,
dated as of June 1, 2020, among the Governmental Lender, the Fiscal Agent, and the Borrower, as
it may be amended and supplemented from time to time.
Ð Title Company Ñ means Commercial Partners Title, LLC, a Minnesota limited liability
company.
Ð Transferee Representations Letter Ñ has the meaning set forth in Section 2.08 hereof.
ÐUnassigned RightsÑ means all of the rights of the Governmental Lender and its directors,
officers, members, elected officials, attorneys, accountants, employees, agents and consultants to
be held harmless and indemnified, to be paid its fees and expenses, to give or withhold consent to
amendments, changes, modifications and alterations, to receive notices and the right to enforce
such rights.
Ð Window Period Ñ means the three (3) consecutive month period prior to the Maturity Date.
Section 1.02 Interpretation. The words Ðhereof,Ñ Ðherein,Ñ Ðhereunder,Ñ and other
words of similar import refer to this Funding Loan Agreement as a whole and not to any particular
Article, Section or other subdivision. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Words importing the
singular number shall include the plural number and vice versa unless the context shall otherwise
indicate. All accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles as in effect from time to time.
References to Articles, Sections, and other subdivisions of this Funding Loan Agreement are to
the designated Articles, Sections and other subdivisions of this Funding Loan Agreement as
originally executed. The headings of this Funding Loan Agreement are for convenience only and
shall not define or limit the provisions hereof.
ARTICLE II
THE FUNDING LOAN
Section 2.01 Terms. (a) The total principal amount of the Funding Loan is hereby
expressly limited to the Authorized Amount. The Funding Loan shall be originated and funded
by the Initial Funding Lender to the Governmental Lender in accordance with Section 2.01(b)
below. The proceeds of the Funding Loan shall be deposited with the Fiscal Agent and disbursed
in accordance with this Funding Loan Agreement, the Construction Continuing Covenant
Agreement, and the Disbursing Agreement. The Funding Loan shall be evidenced by the
Governmental Note and shall bear interest and be paid in accordance with the payment terms set
forth in the Governmental Note and this Funding Loan Agreement.
16
12502516v3
Attachment B
(b) On the terms and conditions set forth in the Construction Continuing Covenant
Agreement, the Funding Loan shall be originated and funded on the Delivery Date by the Initial
Funding Lender and disbursed to the Fiscal Agent for deposit in the Project Account of the Project
Loan Fund in the amount of $0 and the Refunding Fund in the amount of $4,346,852. Following
the initial advance of the Funding Loan on the Delivery Date, advances of the Funding Loan shall
be made on a draw-down basis. The remaining proceeds of the Funding Loan shall be advanced
by the Initial Funding Lender in installments directly to the Fiscal Agent for deposit to the Project
Account upon receipt of an Advance Request and the satisfaction of the conditions to such advance
set forth in the Construction Continuing Covenant Agreement and the form of requisition attached
as Exhibit E hereto. Upon the advancement of the proceeds of the Funding Loan in accordance
with the terms hereof, the principal amount of the Governmental Note in a principal amount equal
to the amount so advanced shall be deemed to be increased automatically and without further acts
on the part of the Governmental Lender or the Fiscal Agent. The initial installment of the Funding
Loan shall be in the amount of $4,346,852, representing the initial advance of the Funding Loan
which amount shall be advanced by the Initial Funding Lender and deposited into the Project
Account of the Project Loan Fund or the Refunding Fund in accordance with Sections 2.11 and
4.02 hereof. Notwithstanding anything in this Funding Loan Agreement to the contrary, no
additional amounts of the Funding Loan may be drawn down and funded hereunder after the
Advance Termination Date. Any extension of the Advance Termination Date shall be subject to
the receipt by the Fiscal Agent of (i) the prior written consent of the Initial Funding Lender and
Freddie Mac (each acting in its sole and absolute discretion) and (ii) an opinion of Bond Counsel
(which shall also be addressed to the Funding Lender Representative) to the effect that such
extension will not adversely affect the tax-exempt status of interest earned on the Governmental
Note.
(c) The Fiscal Agent shall maintain in its books a log which shall reflect the principal
amount of the Governmental Note advanced by the Initial Funding Lender from time to time (i) in
accordance with the provisions of subsection (b) above, or (ii) during the Construction Phase, with
respect to interest due on the Funding Loan and other amounts due to the Initial Funding Lender,
in accordance with the immediately following sentence (the Ð Record of Advances Ñ). The Initial
Funding Lender shall give the Fiscal Agent notice of any advances made directly by the Initial
Funding Lender as permitted under the Construction Continuing Covenant Agreement, and the
Fiscal Agent shall enter the amounts of such advances in the Record of Advances. The principal
amount due on the Governmental Note shall be only such amount as has been advanced by the
Initial Funding Lender as reflected in the Record of Advances and not otherwise prepaid pursuant
to the terms of this Funding Loan Agreement. The records maintained by the Fiscal Agent in such
regard will be conclusive evidence of the principal amount of the Governmental Note (absent
manifest error). The Fiscal Agent shall notify the Governmental Lender, the Freddie Mac
Seller/Servicer, Freddie Mac, and the Borrower if any advance of the proceeds of the Funding
Loan is not made by the Initial Funding Lender when due hereunder.
(d) The Funding Loan shall bear interest and be payable on each Interest Payment Date
at (i) the Construction Phase Interest Rate during the Construction Phase and (ii) the Permanent
Phase Interest Rate during the Permanent Phase. Interest shall accrue on the principal amount of
the Funding Loan which has been advanced hereunder and is outstanding as reflected on the
Record of Advances.
17
12502516v3
Attachment B
(e) The Funding Loan shall mature on June 1, 20__, subject to scheduled monthly
principal payments, and to optional and mandatory prepayment prior to maturity as provided in
Article III hereof. The unpaid principal balance of the Funding Loan shall be paid on the dates
and in the amounts set forth on the initial Governmental Note Amortization Schedule provided on
the Delivery Date and attached as Schedule 1 to the Governmental Note if the Conversion Date
occurs on or prior to the initial Forward Commitment Maturity Date. If the Forward Commitment
Maturity Date is extended by Freddie Mac in accordance with the Freddie Mac Commitment and
the Construction Phase Financing Agreement, the first principal payment date under the
Governmental Note Amortization Schedule shall automatically be extended to the first day of the
month immediately succeeding the Conversion Date (with the succeeding principal installments
remaining consistent with the original schedule, but occurring on later dates). Additionally, in the
event the outstanding principal amount of the Funding Loan on the Conversion Date is less than
the starting principal amount set forth in the initial Governmental Note Amortization Schedule, a
new Governmental Note Amortization Schedule will be generated on the Conversion Date at such
lesser outstanding principal amount based on the parameters set forth in the Freddie Mac
Commitment. In the event the initial Governmental Note Amortization Schedule is modified in
accordance with this Section 2.01(e), a replacement Governmental Note Amortization Schedule
will be provided by the Freddie Mac Seller/Servicer which will be attached to the Governmental
Note on the Conversion Date, and if requested the Initial Funding Lender or the Freddie Mac
Seller/Servicer, be accompanied (at the sole cost and expense of the Borrower) by a no adverse
effect opinion rendered by Bond Counsel upon which the Initial Funding Lender and the Freddie
Mac Seller/Servicer shall be entitled to rely. All unpaid principal and all accrued and unpaid
interest outstanding under the Funding Loan shall be due and payable on the Maturity Date.
(f) Payment of principal of, Prepayment Premium, if any, and interest on the Funding
Loan shall be paid by wire transfer in immediately available funds to an account within the United
States of America designated by the Funding Lender (unless otherwise directed by the Funding
Lender).
(g) Subject to Section 2.12 hereof, on or before the date fixed for payment, money shall
be deposited by the Borrower with the Fiscal Agent to pay, and the Fiscal Agent is hereby
authorized and directed to apply such money to the payment of, the Funding Loan, together with
accrued interest thereon to the date of payment.
(h) In no contingency or event whatsoever shall the aggregate of all amounts deemed
interest hereunder and charged or collected pursuant to the terms of this Funding Loan Agreement
exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in
a final determination, deem applicable hereto. In the event that such court determines the Funding
Lender has charged or received interest hereunder in excess of the highest applicable rate, the
Funding Lender shall apply, in its sole discretion, and set off such excess interest received by the
Funding Lender against other obligations due or to become due under the Financing Documents
and such rate shall automatically be reduced to the maximum rate permitted by such law.
18
12502516v3
Attachment B
Section 2.02 Pledged Security. To secure the payment of the principal of, Prepayment
Premium, if any, and interest on the Funding Loan according to its tenor and effect, and the
performance and observance by the Governmental Lender of all the covenants expressed or
implied herein and in the Governmental Note, and the payment and performance of all amounts
and obligations under the Continuing Covenant Agreement, the Governmental Lender does hereby
grant, bargain, sell, convey, pledge and assign a security interest, unto the Fiscal Agent, and its
successors in such capacity and its and their assigns in and to the following (said property being
herein referred to as the Ð Pledged Security Ñ) for the benefit of the Funding Lender:
(a) All right, title and interest of the Governmental Lender in and to all Revenues;
(b) All right, title and interest of the Governmental Lender in and to the Project Loan
Agreement, the Project Note, the Security Instrument and the other Project Loan Documents (other
than the Unassigned Rights), including all extensions and renewals of the terms thereof, if any,
including, but without limiting the generality of the foregoing, the present and continuing right to
receive, receipt for, collect or make claim for any of the money, income, revenues, issues, profits
and other amounts payable or receivable thereunder (including all casualty insurance benefits or
condemnation awards), whether payable under the above referenced documents or otherwise, to
bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all
things which the Governmental Lender or any other Person is or may become entitled to do under
said documents; and
(c) Except for funds, money or securities in the Cost of Issuance Fund, the
Administration Fund and the Rebate Fund, all funds, money and securities and any and all other
rights and interests in property whether tangible or intangible from time to time hereafter by
delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and
for additional security hereunder for the Funding Loan by the Governmental Lender or by anyone
on its behalf or with its written consent to the Fiscal Agent, which is hereby authorized to receive
any and all such property at any and all times and to hold and apply the same subject to the terms
hereof.
The foregoing notwithstanding, if the Governmental Lender or its successors or assigns shall pay
or cause to be paid to the Funding Lender in full the principal, interest, and Prepayment Premium,
if any, to become due with respect to the Funding Loan at the times and in the manner provided in
Article IX hereof, and if the Governmental Lender shall keep, perform and observe, or cause to be
kept, performed and observed, all of its covenants, warranties and agreements contained herein,
then these presents and the estate and rights hereby granted shall, at the option of the Governmental
Lender, cease, terminate and be void, and thereupon the Fiscal Agent shall cancel and discharge
the lien of this Funding Loan Agreement and execute and deliver to the Governmental Lender such
instruments in writing as shall be requisite to satisfy the lien hereof, and, subject to the provisions
of Sections 4.11 and 4.12 hereof and Article IX hereof, reconvey to the Governmental Lender the
estate hereby conveyed, and assign and deliver to the Governmental Lender any property at the
time subject to the lien of this Funding Loan Agreement which may then be in its possession,
except for the Rebate Fund and cash held by the Fiscal Agent for the payment of interest on and
principal of the Governmental Note; otherwise this Funding Loan Agreement to be and shall
remain in full force and effect.
19
12502516v3
Attachment B
Section 2.03 Limited Obligations. The Governmental Note is a limited obligation of the
Governmental Lender payable solely from the Pledged Security and any other revenues, funds,
and assets pledged under this Funding Loan Agreement and not from any other revenues, funds,
or assets of the Governmental Lender. The Governmental Note is not a general obligation, debt,
or bonded indebtedness of the Governmental Lender, the State, or any political subdivision thereof
(other than of the Governmental Lender to the limited extent set forth in this Funding Loan
Agreement) and the holders of the Governmental Note do not have the right to have any excises
or taxes levied by the Governmental Lender, the State, or any political subdivision thereof for the
payment of the principal of and any Prepayment Premium and interest on the Governmental Note.
None of the Governmental Lender, the State, or any political subdivision of the State will be
obligated to pay the principal of and the interest on the Governmental Note or other costs incident
thereto except from the Pledged Security pledged under this Funding Loan Agreement. No
provision, covenant, or agreement contained in this Funding Loan Agreement or the Governmental
Note, or any obligation herein or therein imposed upon the Governmental Lender, or the breach
thereof, shall constitute or give rise to or impose a liability upon the Governmental Lender (except
from the Pledged Security), or upon any of its officers, employees, or agents, or constitute a charge
upon the Governmental LenderÓs general credit or taxing powers; provided that nothing contained
herein or in the Act impairs the rights of the Fiscal Agent to enforce the covenants made for the
security of the Governmental Note as provided herein and in the Act. Any recourse for a cause of
action under this Funding Loan Agreement or the Governmental Note shall be payable solely from
the Pledged Security.
Section 2.04 Funding Loan Agreement Constitutes Contract. In consideration of the
origination and funding of the Funding Loan by the Initial Funding Lender, the provisions of this
Funding Loan Agreement shall be part of the contract of the Governmental Lender with the Initial
Funding Lender and any successors or assigns thereof in such capacity from time to time.
Section 2.05 Form and Execution. The Governmental Note shall be in substantially the
form attached as Exhibit A. The Governmental Note shall be executed on behalf of the
Governmental Lender by the manual or facsimile signature of the Mayor and City Manager of the
Governmental Lender. Any facsimile signatures shall have the same force and effect as if said
officers had manually signed the Governmental Note. In case said officers of the Governmental
Lender whose manual or facsimile signature shall appear on the Governmental Note shall cease to
be said officer of the Governmental Lender before the delivery of the Governmental Note, such
manual or facsimile signature shall nevertheless be valid and sufficient for all purposes, the same
as if said officer of the Governmental Lender had remained in office until delivery. The
Governmental Note may be signed on behalf of the Governmental Lender by said officers as are
at the time of execution of the Governmental Note proper officers of the Governmental Lender,
even though at the date of the Governmental Note, said officers were not such officers. Any
reproduction of the official seal of the Governmental Lender on the Governmental Note shall have
the same force and effect as if the official seal of the Governmental Lender had been impressed on
the Governmental Note.
Section 2.06 Authentication. The Governmental Note shall not be valid or obligatory
for any purpose or entitled to any security or benefit under this Funding Loan Agreement unless a
certificate of authentication on the Governmental Note, substantially in the form set forth in
20
12502516v3
Attachment B
Exhibit A, shall have been duly executed by an Authorized Officer of the Fiscal Agent; and such
executed certificate of authentication upon the Governmental Note shall be conclusive evidence
that the Governmental Note has been duly executed, registered, authenticated, and delivered under
this Funding Loan Agreement.
Section 2.07 Mutilated, Lost, Stolen or Destroyed Governmental Note. In the event the
Governmental Note is mutilated, lost, stolen or destroyed, the Governmental Lender shall execute
and the Fiscal Agent shall authenticate a new Governmental Note substantially in the form set
forth in Exhibit A in exchange and substitution for and upon cancellation of the mutilated
Governmental Note or in lieu of and in substitution for such lost, stolen or destroyed Governmental
Note, upon payment by the Funding Lender of any applicable tax or governmental charge and the
reasonable expenses and charges of the Governmental Lender and the Fiscal Agent in connection
therewith, and in the case where the Governmental Note is lost, stolen or destroyed, the filing with
the Fiscal Agent of evidence satisfactory to it that the Governmental Note was lost, stolen or
destroyed, and of the ownership thereof, and furnishing the Governmental Lender and the Fiscal
Agent with indemnity reasonably satisfactory to both of them which need not be in the form of a
third-party surety. In the event where the Governmental Note shall have matured, instead of
delivering a new Governmental Note the Governmental Lender may pay the same without
surrender thereof.
Section 2.08 Registration; Transfer of Funding Loan; Transferee Representations
Letter.
(a) The Funding Loan shall be fully registered as to principal and interest in the manner
and with any additional designation as the Fiscal Agent deems necessary for the purpose of
identifying the registered owner thereof. The Funding Loan shall be transferable only on the
registration books of the Fiscal Agent. The Fiscal Agent shall maintain books or other records
showing the name and date of registration, address and employer identification number of the
registered owner of the Funding Loan and any transfers of the Funding Loan as provided herein.
The Funding Loan shall initially be registered to \[U.S. Bank National Association, as Custodian
by and for the benefit of\] the Initial Funding Lender \[LetÓs discuss this point\], upon the Conversion
Date shall be registered to the Freddie Mac Seller/Servicer, and upon the Freddie Mac Purchase
Date, shall be registered to Freddie Mac.
(b) The Funding Lender shall have the right to sell, assign or otherwise transfer in
whole its interest in the Funding Loan or to grant participation interests in the Funding Loan \[in a
percentage of not less than twenty-five percent (25%) of the outstanding principal amount of the
Funding Loan\] \[LetÓs discuss this point.\]; provided that the Funding Loan may be transferred, or
any participation interest therein granted, only to an Ðaccredited investorÑ as that term is defined
in Rule 501 of Regulation D under the Securities Act or a Ðqualified institutional buyerÑ as that
term is defined under Rule 144A of the Securities Act (such Ðaccredited investorÑ or Ðqualified
institutional buyerÑ a Ð Qualified Transferee Ñ) that delivers a letter to the Fiscal Agent
substantially in the form attached hereto as Exhibit C setting forth certain representations with
respect to such Qualified Transferee (the Ð Transferee Representations Letter Ñ).
Notwithstanding the preceding sentence, no Transferee Representations Letter shall be required
for the Funding Lender Representative to (i) transfer the Funding Loan to any affiliate or other
21
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Attachment B
party related to the Funding Lender that is a Qualified Transferee or (ii) sell or transfer the Funding
Loan to a special purpose entity, a trust or a custodial or similar pooling arrangement from which
the Funding Loan or securitized interests therein are not expected to be sold or transferred except
to (x) owners or beneficial owners thereof that are Qualified Transferees or (y) in circumstances
where secondary market credit enhancement is provided for such securitized interests resulting in
a rating thereof of at least ÐAÑ or better. In connection with any sale, assignment or transfer of the
Funding Loan, the Funding Lender shall give notice of such sale, assignment or transfer to the
Fiscal Agent and the Fiscal Agent shall record such sale, assignment or transfer on its books or
other records maintained for the registration of transfer of the Funding Loan.
Section 2.09 TEL Securitization; Allocation of Funding Loan Interest. In accordance
with the provisions of Section 2.08 hereof, the Funding Lender may transfer the Funding Loan to
a Qualified Transferee in connection with the securitization of the Funding Loan, in which event
the Funding Lender Representative may direct the Fiscal Agent to make all future payments with
respect to the Funding Loan to the appointed master servicer for that securitization (or an account
designated by such master servicer), and the Fiscal Agent shall accept such direction from the
Funding Lender Representative. In the event that the Funding Lender transfers the Funding Loan
to a Qualified Transferee in accordance with the provisions of Section 2.08 hereof, the Funding
Lender Representative may also give notice to the Fiscal Agent that the Funding Lender has agreed
to allow the Servicer to retain a portion of the monthly interest payable on the Funding Loan as
additional compensation for the servicing of the Funding Loan (ÐAdditional Servicing FeeÑ),
which Additional Servicing Fee will equal no more than an annual 2 basis points with respect to
the unpaid principal balance of the Governmental Note, in which event the Fiscal Agent shall
accept and pay to the Funding Lender such lesser amount of interest received from the Servicer
and shall consider such payment to be in full compliance with the terms of the Governmental Note,
the Project Note and all other Financing Documents with regard to the interest owed on the
Funding Loan.
Section 2.10 Funding Loan Closing Conditions; Delivery of Governmental Note.
Closing of the Funding Loan on the Delivery Date shall be conditioned upon, and the
Governmental Lender shall only execute and deliver to the Fiscal Agent, and the Fiscal Agent shall
only authenticate the Governmental Note and deliver the Governmental Note to or at the direction
of the Initial Funding Lender upon, receipt by the Fiscal Agent (which may be delivered in escrow
satisfactory thereto) of the following:
(a) executed counterparts of this Funding Loan Agreement, the Project Loan
Agreement, the Tax Regulatory Agreement and the Tax Certificate;
(b) an opinion of Bond Counsel or counsel to the Governmental Lender to the effect
that the Governmental Lender is duly organized and existing under the laws of the State and has
duly authorized, executed and delivered this Funding Loan Agreement, the Governmental Note
and the other Financing Documents to which it is a party, and such documents are valid and binding
special limited obligations of the Governmental Lender enforceable in accordance with their terms
subject to customary exceptions;
(c) the initial advance of the proceeds of the Funding Loan by the Initial Funding
Lender in the amount set forth in Section 2.01(b) hereof;
22
12502516v3
Attachment B
(d) the executed Project Note and an endorsement of the Project Note by the
Governmental Lender in favor of the Fiscal Agent;
(e) the executed counterparts of the Security Instrument, the Assignment, the
Construction Phase Financing Agreement and the Construction Continuing Covenant Agreement;
(f) an opinion of counsel to the Borrower to the effect that the Borrower is duly
organized and validly existing and in good standing under the laws of the state in which it has been
organized and in good standing under the laws of each other state in which the Borrower transacts
business and has full power and authority to enter into the Financing Documents to which it is a
party, that its execution and delivery of and performance of its covenants in such documents do
not contravene law or any provision of any other documents to which it is a party or by which it
or such property is bound or affected, and that all such agreements have been duly authorized,
executed and delivered by the Borrower, and are legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective terms;
(g) a customary approving opinion of Bond Counsel, including but not limited to an
opinion to the effect that the interest on the Governmental Note, under laws in effect on the date
of such opinion, is excluded from gross income for federal income tax purposes and, where
applicable, for State income tax purposes;
(h) a certified copy of the Resolution;
(i) the written request and authorization to the Fiscal Agent by the Governmental
Lender to authenticate and deliver the Governmental Note to the Initial Funding Lender upon
funding to the Fiscal Agent of the initial advance of the Funding Loan;
(j) receipt by the Title Company and the Fiscal Agent of the amounts specified in
Section 2.11 of this Funding Loan Agreement and Section 3.03 of the Project Loan Agreement;
(k) evidence of a notice of redemption delivered to the Governmental Lender, Bond
Counsel, and the Prior Lender regarding the refunding in full of the Prior Note on the Delivery
Date together with evidence that any final rebate calculation with respect thereto shall have been
made or otherwise provided for to the extent required under the Code \[Assume there is no security
held by/benefitting Prior Lender that needs to be released, correct?\]; and
(l) Receipt by the Fiscal Agent of a Transferee Representations Letter from the Initial
Funding Lender substantially in the form attached as Exhibit C.
Section 2.11 Establishment of Project Loan Fund; Application of Funding Loan
Proceeds and Other Money.
(a) The Fiscal Agent shall establish, maintain, and hold in trust, and there is hereby
established with the Fiscal Agent a Project Loan Fund and therein a Borrower Equity Account and
a Project Account. No amount shall be charged against the Project Loan Fund except as expressly
provided in this Section 2.11 and Section 4.02 hereof.
23
12502516v3
Attachment B
(b) Upon compliance by the Borrower with all applicable conditions in the
Construction Continuing Covenant Agreement, an initial advance of the proceeds of the Funding
Loan in the amount of $4,346,852 shall be delivered by the Initial Funding Lender to the Fiscal
Agent on behalf of the Governmental Lender on the Delivery Date and thereafter on a draw-down
basis as provided for in Section 2.01(b) hereof. The Borrower shall cause the Prior Lender to
advance and transfer the proceeds of the Prior Note and earnings, if any, in excess of amounts
required to pay the Prior Note in full to the Fiscal Agent. Upon receipt, the Fiscal Agent shall
deposit (i) such transferred Prior Note proceeds and $0 of proceeds evidenced by the Governmental
Note to the credit of the Project Account of the Project Loan Fund and (ii) $4,346,852 of proceeds
evidenced by the Governmental Note to the credit of the Refunding Fund. Amounts in the Project
Loan Fund shall be disbursed as provided in subsection (d) below, subject to the conditions set
forth in Section 3.01 of the Project Loan Agreement. Upon the disbursement of all amounts to be
disbursed from the Project Loan Fund, the Fiscal Agent shall close the Project Loan Fund.
(c) The Borrower shall deliver or cause to be delivered from sources other than the
Loans, (i) to the Fiscal Agent, on or prior to the Delivery Date, any Borrower Equity Deposit for
deposit to the credit of the Borrower Equity Account of the Project Loan Fund and the Cost of
Issuance Fund, and (ii) to the Servicer any Initial Debt Service Deposit. The Fiscal Agent shall
also deposit in the Borrower Equity Account any additional amounts delivered from time to time
to the Fiscal Agent and directed by the Borrower or Servicer to be deposited therein, excluding
any proceeds of the Loans.
(d) Upon the making of the initial deposits described above in this Section 2.11, the
Governmental Lender shall concurrently originate the Project Loan pursuant to the Project Loan
Agreement and the Fiscal Agent shall make the initial disbursement of amounts in the Project Loan
Fund to (i) the Title Company for further disbursement in accordance with the Disbursing
Agreement, or (ii) otherwise as provided in Section 4.02 hereof. A portion of the initial
disbursement of Funding Loan proceeds may be used to pay Costs of Issuance.
Section 2.12 Direct Loan Payments to Servicer; Servicer Disbursement of Fees.
(a) Notwithstanding any provision in this Funding Loan Agreement to the contrary,
during any period that a Servicer is engaged with respect to the Loans, the Governmental Lender
and the Fiscal Agent agree that all payments of principal of, Prepayment Premium, if any, and
interest on the Funding Loan and all fees due hereunder and under the Project Loan Agreement
shall be paid by the Borrower to the Servicer. The Servicer shall remit all payments collected from
the Borrower of principal of, Prepayment Premium, if any, and interest on the Funding Loan,
together with other amounts due to the Funding Lender, directly to the Funding Lender (without
payment through the Fiscal Agent) per the instructions of the Funding Lender Representative. The
Servicer shall be entitled to retain its Servicing Fee (if any) collected from the Borrower (but
during the Construction Phase only to the extent set forth in the Servicing Agreement) and shall
remit the Governmental Lender Fee (if any) to the Governmental Lender and shall remit the Fiscal
AgentÓs Ordinary Fees and Expenses to the Fiscal Agent, together with any other amounts due to
the Governmental Lender and the Fiscal Agent collected by the Servicer from the Borrower, in
each case in accordance with their respective instructions. Any payment made in accordance with
the provisions of this Section shall be accompanied by sufficient information to identify the source
24
12502516v3
Attachment B
and proper application of such payment. The Servicer shall promptly notify the Fiscal Agent, the
Funding Lender Representative, and the Governmental Lender in writing of any failure of the
Borrower to make any payment of principal of, Prepayment Premium, if any, and interest on the
Funding Loan when due or to pay any fees due hereunder or under the Project Loan Agreement,
and the Fiscal Agent and the Governmental Lender shall not be deemed to have any notice of such
failure unless it has received such notice in writing.
(b) If the Funding Loan is sold or transferred as provided in Section 2.08 hereof, the
Funding Lender Representative or the Servicer (during the Construction Phase) shall notify the
Fiscal Agent and the Borrower in writing of the name and address of the transferee.
(c) So long as payments of principal of, Prepayment Premium, if any, and interest on
the Governmental Note and all fees due hereunder and under the Project Loan Agreement are being
made to the Initial Funding Lender or the Servicer in accordance with this Section 2.12 and no
Event of Default has occurred of which the Fiscal Agent has been given, or been deemed to have,
notice thereof pursuant to this Funding Loan Agreement, the Fiscal Agent shall have no obligations
to collect loan payments with respect to the Funding Loan, nor shall it be obligated to collect loan
payments or fee payments pursuant to the Project Loan Agreement, except at the express written
direction of the Funding Lender Representative or the Servicer (during the Construction Phase).
Notwithstanding the foregoing, the Funding Lender Representative or the Servicer (during the
Construction Phase) may elect to have the Fiscal Agent act as Paying Agent upon written notice
of such election to the Fiscal Agent, the Borrower and the Governmental Lender.
Section 2.13 Conversion. If the Notice of Conversion is issued in the timeframe required
under the Construction Phase Financing Agreement, Conversion will occur on the Conversion
Date indicated in such Notice of Conversion. If the Notice of Conversion is not so issued,
Conversion will not occur and neither the Freddie Mac Seller/Servicer nor Freddie Mac will have
any obligations with respect to the purchase of the Funding Loan or otherwise with respect to the
Loans or the Project.
ARTICLE III
PREPAYMENT OF THE FUNDING LOAN
Section 3.01 Prepayment of the Funding Loan Prior to Maturity.
(a) Optional Prepayment. The Funding Loan, together with accrued interest thereon,
is subject to optional prepayment in whole upon optional prepayment of the Project Loan in
accordance with the notice and other prepayment provisions set forth in the Project Note or, during
the Construction Phase, the Construction Continuing Covenant Agreement.
(b) Mandatory Prepayment. The Funding Loan, together with accrued interest
thereon, and together with Prepayment Premium (to the extent payable under the Project Note), is
subject to mandatory prepayment on any Business Day, in whole or in part as indicated below, at
the earliest practicable date upon the occurrence of any of the following:
25
12502516v3
Attachment B
(i) in whole or in part, upon the occurrence of a mandatory prepayment of the
Project Loan pursuant to the Project Note and receipt by the Fiscal Agent of a written
direction by the Funding Lender Representative that the Funding Loan shall be subject to
mandatory prepayment as a result thereof;
(ii) in part, on the Interest Payment Date next following the completion of the
acquisition, construction, and equipping of the Project, to the extent amounts remaining in
the Project Account of the Project Loan Fund are transferred to the Loan Prepayment Fund
pursuant to Section 4.02(e) hereof;
(iii) in part, in the event the Borrower makes a Pre-Conversion Loan
Equalization Payment; or
(iv) in whole, on or after the Forward Commitment Maturity Date, at the written
direction of the Initial Funding Lender, if the Notice of Conversion is not issued by the
Freddie Mac Seller/Servicer prior to the Forward Commitment Maturity Date.
Section 3.02 Notice of Prepayment. Unless waived by the Funding Lender, notice of the
intended prepayment of the Funding Loan shall be given by the Fiscal Agent by first class mail,
postage prepaid, or by overnight delivery service, to the Funding Lender. All such prepayment
notices shall be given not less than ten (10) days (not less than thirty (30) days in the case of
optional prepayment occurring after Conversion) nor more than sixty (60) days prior to the date
fixed for prepayment. Notices of prepayment shall state (i) the prepayment date, (ii) the
prepayment amount, and (iii) the place or places where amounts due upon such prepayment will
be payable.
Notice of such prepayment shall also be sent by first class mail, postage prepaid, or by
overnight delivery service, to the Servicer, not later than the time of mailing of notices required by
the first paragraph above, and in any event no later than simultaneously with the mailing of notices
required by the first paragraph above; provided, that neither failure to give or receive such notice
nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the
mandatory prepayment of the Funding Loan (whether in whole or in part).
Notwithstanding the foregoing, during any period while the Fiscal Agent is not collecting
and remitting loan payments hereunder, the Fiscal Agent shall have no obligation to send
prepayment notices pursuant to this Section 3.02.
ARTICLE IV
REVENUES AND FUNDS
Section 4.01 Pledge of Revenues and Assets; Establishment of Funds. The pledge and
assignment of and the security interest granted in the Pledged Security pursuant to Section 2.02
hereof shall attach, be perfected and be valid and binding from and after the time of the closing of
the Funding Loan and delivery of the Governmental Note by the Fiscal Agent or by any Person
authorized by the Fiscal Agent to deliver the Governmental Note. \[Please confirm no UCC filing
is required to perfect with respect to Governmental Loan.\] The Pledged Security so pledged and
26
12502516v3
Attachment B
then or thereafter received by the Fiscal Agent shall immediately be subject to the lien of such
pledge and security interest without any physical delivery thereof or further act, and the lien of
such pledge and security interest shall be valid and binding and prior to the claims of any and all
parties having claims of any kind in tort, contract or otherwise against the Governmental Lender
irrespective of whether such parties have notice thereof.
In addition to the Project Loan Fund established pursuant to Section 2.11 hereof, the Fiscal
Agent shall establish, maintain and hold in trust the following funds and accounts, each of which
is hereby established and each of which shall be disbursed and applied only as herein authorized:
(a) Refunding Fund;
(b) Revenue Fund;
(c) Loan Payment Fund;
(d) Loan Prepayment Fund;
(e) Administration Fund;
(f) Cost of Issuance Fund; and
(g) Rebate Fund.
The funds and accounts established pursuant to Section 2.11 and this Section 4.01 shall be
maintained in the corporate trust department of the Fiscal Agent as segregated trust accounts,
separate and identifiable from all other funds held by the Fiscal Agent. The Fiscal Agent shall, at
the written direction of an Authorized Officer of the Governmental Lender, and may, in its
discretion, establish such additional accounts within any Fund, and subaccounts within any of the
accounts, as the Governmental Lender or the Fiscal Agent may deem necessary or useful for the
purpose of identifying more precisely the sources of payments into and disbursements from that
Fund and its accounts, or for the purpose of complying with the requirements of the Code relating
to arbitrage, but the establishment of any such account or subaccount shall not alter or modify any
of the requirements of this Funding Loan Agreement with respect to a deposit or use of money in
the funds established hereunder, or result in commingling of funds not permitted hereunder.
Section 4.02 Project Loan Fund.
(a) Deposit. The Fiscal Agent shall deposit the transferred proceeds of the Prior Note
received from the Prior Lender and proceeds (other than those deposited in the Refunding Fund)
of the Funding Loan into the Project Account of the Project Loan Fund upon receipt of each
advance thereof as provided in Section 2.11(b) hereof. The Fiscal Agent shall deposit $0.00 of the
Borrower Equity Deposit into the Borrower Equity Account of the Project Loan Fund, as well as
any additional amounts delivered from time to time to the Fiscal Agent and directed by the
Borrower or Servicer (or, during the Construction Phase, Financial Monitor) to be deposited
therein (excluding any proceeds of the Governmental Note), as provided in Section 2.11(c) hereof.
27
12502516v3
Attachment B
(b) Disbursements. Amounts on deposit in the Project Loan Fund shall be disbursed
from time to time by the Fiscal Agent to the Title Company in accordance with this Funding Loan
Agreement and the Construction Continuing Covenant Agreement, and thereafter by the Title
Company pursuant to the Disbursing Agreement, for the purpose of paying: (i) Costs of the
Project; (ii) other costs of the Project from the Project Account, subject to the ninety-five percent
(95%) Ðqualified residential rental projectÑ use requirement in Section 142(a) of the Code, the two
percent (2%) costs of issuance limitation in Section 147(g) of the Code, the reimbursement
limitation in Treasury Regulations, Section 1.150-2, and the working capital limitations in
Treasury Regulations, Section 1.148-6(d); and (iii) other costs of the Project from the Borrower
Equity Account. In addition, amounts in the Project Loan Fund shall be transferred to the Loan
Prepayment Fund, the Rebate Fund, and the Borrower at the times and in the manner provided in
subsection (e) of this Section 4.02. Amounts in the Project Account of the Project Loan Fund shall
be transferred to the Loan Prepayment Fund, the Rebate Fund, and the Borrower at the times and
in the manner provided in subsection (e) below.
(c) Transfers and Requisitions. The Fiscal Agent shall make disbursements from the
respective accounts of the Project Loan Fund for purposes described in subsection (b) of this
Section 4.02 only upon the receipt of Requisitions signed by an Authorized Officer of the
Borrower and countersigned by an Authorized Officer of the Servicer signifying the consent to the
Requisition by the Servicer. Borrower shall also provide to Initial Funding Lender or Servicer an
Advance Request in connection with any requisition for disbursement from the Project Account in
the form of Exhibit E hereto. The Fiscal Agent shall have no right or duty to determine whether
any requested disbursement from the Project Loan Fund complies with the terms, conditions, and
provisions of the Construction Continuing Covenant Agreement. The countersignature of the
Authorized Officer of the Servicer on a Requisition shall be deemed a certification and, insofar as
the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence, that
all of the terms, conditions, and requirements of the Construction Continuing Covenant Agreement
applicable to such disbursement have been fully satisfied or waived. The Fiscal Agent shall,
immediately upon each receipt of a completed Requisition signed by an Authorized Officer of the
Borrower and countersigned by an Authorized Officer of the Servicer, initiate procedures with the
provider of a Qualified Investment to make withdrawals as necessary to fund the Requisition.
Notwithstanding anything to the contrary contained herein (i) no signature of an
Authorized Officer of the Borrower shall be required during any period in which a default has
occurred and is then continuing under the Loans or any Financing Document (notice of which
default has been given in writing by the Funding Lender Representative or the Servicer to the
Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively
rely on any such written notice as to the occurrence and continuation of such a default), and (ii)
during the Construction Phase, the Financial Monitor shall provide all countersignatures, consents,
waivers and approvals otherwise required of Servicer under or pursuant to this Section 4.02, all as
further described in the Construction Continuing Covenant Agreement.
(d) If a Requisition signed by an Authorized Officer of the Borrower and countersigned
by an Authorized Officer of the Servicer or (as permitted hereunder) solely by an Authorized
Officer of the Servicer, is received by the Fiscal Agent, the requested disbursement shall be paid
by the Fiscal Agent to the Title Company, as soon as practicable, but in no event later than three
28
12502516v3
Attachment B
(3) Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all
amounts to be deposited in the Project Loan Fund, including all interest accrued therein, the Fiscal
Agent shall close the Project Loan Fund.
(e) Immediately prior to any mandatory prepayment of the Funding Loan pursuant to
Section 3.01(b)(i) hereof, any amount then remaining in the Project Loan Fund shall, at the written
direction of the Funding Lender Representative, be transferred to the Loan Prepayment Fund to
pay amounts due on the Funding Loan, if any. In addition, any amount remaining in the Project
Account of the Project Loan Fund following completion of the construction of the Project in
accordance with the Construction Continuing Covenant Agreement, evidenced by an instrument
signed by the Funding Lender Representative or the Servicer, shall be transferred to the Loan
Prepayment Fund and used to prepay the Funding Loan in accordance with Section 3.01(b)(ii)
hereof, unless the Fiscal Agent receives an opinion of Bond Counsel (which shall also be addressed
to the Funding Lender Representative) to the effect that a use of such money for other than
prepayment of the Funding Loan will not adversely affect the tax exempt status of interest earned
on the Governmental Note; provided, that any amounts in the Project Account of the Project Loan
Fund in excess of the amount needed to fund the related prepayment of the Funding Loan shall be
transferred to the Rebate Fund. In the event there are funds remaining in the Borrower Equity
Account following completion of the construction of the Project in accordance with the
Construction Continuing Covenant Agreement and the Conversion Date has occurred, and
provided no default by the Borrower exists under this Funding Loan Agreement or any Project
Loan Document, such funds shall be paid by the Fiscal Agent to the Borrower at the written
direction of the Funding Lender Representative or the Servicer.
(f) Amounts on deposit in the Project Loan Fund shall be invested as provided in
Section 4.08 hereof. All Investment Income on amounts on deposit in the Project Loan Fund shall
be retained in and credited to and become a part of the amounts on deposit in the Project Loan
Fund, and shall constitute part of any transfers required by subsection (b) or (e) of this Section
4.02.
Section 4.03 Application of Revenues.
(a) All Revenues received by the Fiscal Agent shall be deposited by the Fiscal Agent,
promptly upon receipt thereof, to the Revenue Fund, except (i) the proceeds of the Funding Loan
received by the Fiscal Agent pursuant to Section 2.01(b), which shall be applied in accordance
with the provisions of Section 2.11 hereof; (ii) as otherwise specifically provided in subsection (c)
of this Section 4.03 with respect to certain deposits into the Loan Prepayment Fund; (iii) with
respect to Investment Income to the extent required under the terms hereof to be retained in the
funds and accounts to which they are attributable; and (iv) with respect to amounts required to be
transferred between funds and accounts as provided in this Article IV.
(b) Subject to the extent of payments made in accordance with Section 2.12 hereof, on
each Interest Payment Date or any other date on which payment of principal of or interest on the
Funding Loan becomes due and payable, the Fiscal Agent, out of money in the Revenue Fund,
shall credit the following amounts to the following funds, but in the order and within the limitations
hereinafter indicated with respect thereto, as follows:
29
12502516v3
Attachment B
FIRST: to the Loan Payment Fund, an amount equal to the principal of and interest
due on the Funding Loan on such date (including scheduled principal pursuant to the
Governmental Note Amortization Schedule); and
SECOND: to the Loan Prepayment Fund, an amount equal to the principal and interest
due on the Funding Loan on such date with respect to a mandatory prepayment of all or a
portion of the Funding Loan pursuant to Section 3.01(b) hereof (other than any
extraordinary mandatory prepayment as described in Section 4.03(c)(i) or (iii) below).
(c) Promptly upon receipt, the Fiscal Agent shall deposit directly to the Loan
Prepayment Fund (i) Net Proceeds representing casualty insurance proceeds or condemnation
awards paid as a prepayment of the Project Loan, such amount to be applied to provide for the
extraordinary mandatory prepayment of all or a portion of the Funding Loan pursuant to
Section 3.01(b)(i) hereof; (ii) funds paid to the Fiscal Agent to be applied to the optional
prepayment of all or a portion of the Funding Loan pursuant to Section 3.01(a) hereof; and (iii)
amounts transferred to the Loan Prepayment Fund from the Project Loan Fund pursuant to Section
4.02(e) hereof.
(d) Subject to the extent of payments made in accordance with Section 2.12 hereof,
should the amount in the Loan Payment Fund be insufficient to pay the amount due on the Funding
Loan on any given Interest Payment Date, the Fiscal Agent shall credit to the Loan Payment Fund
the amount of such deficiency by charging the following funds and accounts in the following order
of priority: (1) the Revenue Fund; and (2) the Loan Prepayment Fund, except no such charge to
the Loan Prepayment Fund shall be made from money to be used to effect a prepayment for which
notice of prepayment has been provided for hereunder.
Section 4.04 Application of Loan Payment Fund. Subject to the extent of payments
made in accordance with Section 2.12 hereof, the Fiscal Agent shall charge the Loan Payment
Fund, on each Interest Payment Date, an amount equal to the unpaid interest and principal due on
the Funding Loan on such Interest Payment Date as provided in Sections 4.03(a) and 4.03(b), and
shall cause the same to be applied to the payment of such interest and principal when due. Any
money remaining in the Loan Payment Fund on any Interest Payment Date after application as
provided in the preceding sentence may, to the extent there shall exist any deficiency in the Loan
Prepayment Fund to prepay the Funding Loan if called for prepayment on such Interest Payment
Date, be transferred to the Loan Prepayment Fund to be applied for such purpose.
Any Investment Income on amounts on deposit in the Loan Payment Fund shall be
deposited by the Fiscal Agent upon receipt thereof in the Revenue Fund.
No amount shall be charged against the Loan Payment Fund except as expressly provided
in this Article IV and in Section 6.05 hereof.
Section 4.05 Application of Loan Prepayment Fund. Any money credited to the Loan
Prepayment Fund shall be applied as set forth in Section 4.03(b) and (c) hereof; provided, however,
that to the extent any money credited to the Loan Prepayment Fund is in excess of the amount
necessary to effect the prepayments described in Section 4.03(b) and (c) hereof it shall be applied
to make up any deficiency in the Loan Payment Fund on any Interest Payment Date, to the extent
30
12502516v3
Attachment B
money then available in accordance with Section 4.03(d) hereof in the Revenue Fund is
insufficient to make up such deficiency; provided that no money be used to effect a prepayment
for which a conditional notice of prepayment, the conditions of which have been satisfied, or an
unconditional notice of prepayment has been provided shall be so transferred to the Loan Payment
Fund.
On or before each Interest Payment Date, any Investment Income on amounts on deposit
in the Loan Prepayment Fund shall be credited by the Fiscal Agent to the Revenue Fund.
No amount shall be charged against the Loan Prepayment Fund except as expressly
provided in this Article IV and in Section 6.05 hereof.
Section 4.06 Administration Fund. Subject to Section 2.12 hereof, the Fiscal Agent
shall deposit into the Administration Fund, promptly upon receipt thereof, all amounts received
from the Servicer (or the Borrower if no Servicer exists for the Loans) designated for deposit into
such fund. Amounts in the Administration Fund shall be withdrawn or maintained, as appropriate,
by the Fiscal Agent and used FIRST, to pay to the Fiscal Agent when due the Fiscal AgentÓs
Ordinary Fees and Expenses; SECOND, to pay to the Governmental Lender when due the
Governmental Lender Fee; THIRD, to pay when due the reasonable fees and expenses of a Rebate
Analyst in connection with the computations relating to arbitrage rebate required under this
Funding Loan Agreement, the Project Loan Agreement, and the Tax Certificate upon receipt of an
invoice from the Rebate Analyst; FOURTH, to pay to the Fiscal Agent any Fiscal AgentÓs
Extraordinary Fees and Expenses due and payable from time to time, as set forth in an invoice
submitted to the Borrower and the Servicer; FIFTH, to pay to the Governmental Lender any
extraordinary expenses it may incur in connection with the Loans or this Funding Loan Agreement
from time to time, as set forth in an invoice submitted to the Fiscal Agent and the Servicer; SIXTH,
to pay to the Funding Lender Representative any unpaid amounts due under the Continuing
Covenant Agreement, as certified in writing by the Funding Lender Representative to the Fiscal
Agent; SEVENTH, to make up any deficiency in the Loan Prepayment Fund on any prepayment
date of the Funding Loan, to the extent money then available in accordance with Section 4.03(d)
hereof in the Loan Prepayment Fund is insufficient to prepay the Funding Loan scheduled for
prepayment on such prepayment date; and EIGHTH, to transfer any remaining balance after
application as aforesaid to the Revenue Fund.
In the event that the amounts on deposit in the Administration Fund are not equal to the
amounts payable from the Administration Fund as provided in the preceding paragraph on any
date on which such amounts are due and payable, the Fiscal Agent shall give notice to the Borrower
and the Servicer of such deficiency and of the amount of such deficiency and request payment
within two (2) Business Days to the Fiscal Agent of the amount of such deficiency. Upon payment
by the Borrower or the Servicer of such deficiency, the amounts for which such deficiency was
requested shall be paid by the Fiscal Agent.
On or before each Interest Payment Date, any Investment Income on amounts on deposit
in the Administration Fund not needed to pay the foregoing amounts shall be credited by the Fiscal
Agent to the Revenue Fund.
31
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Attachment B
No amount shall be charged against the Administration Fund except as expressly provided
in this Article IV and Section 6.05 hereof.
Section 4.07 Refunding Fund. As authorized by Sections 2.01(b), 2.11(b) and 4.02(c)
hereof, the Fiscal Agent shall deposit proceeds of the Funding Loan in the amount of $4,346,852
to the Refunding Fund, which amounts shall be transferred to the Prior Lender, as holder of 100%
of the legal and beneficial interest in, to and under the Prior Note (and without lien, encumbrance
pledge, assignment, sale or other transfer or participation thereof by Prior Lender, whether in
whole or in part) to redeem and prepay the Prior Note in full on the Delivery Date..
Section 4.08 Investment of Funds. The money held by the Fiscal Agent shall constitute
trust funds for the purposes hereof. Any money attributable to each of the funds and accounts
hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent,
at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section
5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal
at par without penalty on or prior to the earlier of (i) six months from the date of investment, and
(ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any
investment agreement requiring investment of money in any fund or account hereunder in
accordance with such investment agreement and if such investment agreement constitutes a
Qualified Investment, such money shall be invested in accordance with such requirements. The
Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability
and legality of the directed investment. In the absence of written direction from the Borrower, the
Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this
Funding Loan Agreement uninvested. Such investments may be made through the investment or
securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or
an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled
to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment
which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter.
Qualified Investments representing an investment of money attributable to any fund or
account shall be deemed at all times to be a part of said fund or account, and, except as otherwise
may be provided expressly in other Sections hereof, the interest thereon and any profit arising on
the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof
shall be charged against the Revenue Fund. Such investments shall be sold at the best price
obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make
any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any
required transfer of money to another such fund or account, such investments may be transferred
to that fund or account in lieu of the required money if permitted hereby as an investment of money
in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or
other charge resulting from any investment made in accordance herewith.
In computing for any purpose hereunder the amount in any fund or account on any date,
obligations so purchased shall be valued at Fair Market Value.
Section 4.09 \[Reserved\]. \[Curious to know what this Section was.\]
32
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Attachment B
Section 4.10 Accounting Records. The Fiscal Agent shall maintain accurate books and
records for all funds and accounts established hereunder.
Section 4.11 Amounts Remaining in Funds. After full payment of the Funding Loan
(or provision for payment thereof having been made in accordance with Section 9.01 hereof) and
full payment of the fees, charges and expenses of the Governmental Lender, the Fiscal Agent, the
Rebate Analyst, the Funding Lender and the Servicer and other amounts required to be paid
hereunder or under any Project Loan Document, including, but not limited to, the Continuing
Covenant Agreement (as certified in writing to the Fiscal Agent by the Governmental Lender with
respect to amounts due to the Governmental Lender and by the Funding Lender Representative or
the Servicer on its behalf with respect to amounts owed under the Continuing Covenant Agreement
and by the Rebate Analyst with respect to amounts due to the Rebate Analyst), any amounts
remaining in any fund or account hereunder other than the Rebate Fund shall be paid to the
Borrower.
Section 4.12 Rebate Fund; Compliance with Tax Certificate. The Rebate Fund shall be
established by the Fiscal Agent and held and applied as provided in this Section 4.12. On any date
on which any amounts are required by applicable federal tax law to be rebated to the federal
government, amounts shall be deposited into the Rebate Fund by the Borrower for such purpose.
All money at any time deposited in the Rebate Fund shall be held by the Fiscal Agent in trust, to
the extent required to satisfy the rebate requirement (as set forth in the Tax Certificate) and as
calculated by the Rebate Analyst, for payment to the government of the United States of America,
and neither the Governmental Lender, the Borrower nor the Funding Lender shall have any rights
in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be
governed by this Section 4.12 and by the Tax Certificate. The Fiscal Agent shall conclusively be
deemed to have complied with such provisions if it follows the written instructions of the
Governmental Lender, Bond Counsel or the Rebate Analyst, including supplying all necessary
information in the manner set forth in the Tax Certificate, and shall not be required to take any
actions under the Tax Certificate in the absence of written instructions from the Governmental
Lender, Bond Counsel or the Rebate Analyst.
Within 55 days of the end of the fifth Rebate Year and each fifth Rebate Year thereafter,
the Borrower shall deliver to the Fiscal Agent and the Governmental Lender a certificate that it
has determined no Rebatable Arbitrage (as defined below) is due or shall cause the Rebate Analyst
to calculate the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code
and Section 1.148 3 of the Treasury Regulations (taking into account any exceptions with respect
to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g.,
the temporary investments exceptions of Section 148(f)(4)(B) and (C) of the Code)), for this
purpose treating the last day of the applicable Rebate Year as a (computation) date, within the
meaning of Section 1.148 1(b) of the Treasury Regulations (the Ð Rebatable Arbitrage Ñ).
Pursuant to Section 2.04 of the Project Loan Agreement, the Borrower shall cause the Rebate
Analyst to provide any such calculations to the Fiscal Agent and the Governmental Lender. In the
event that the Borrower fails to provide such information to the Fiscal Agent and the Governmental
Lender within 55 days of the end of the fifth Rebate Year and each fifth Rebate Year thereafter,
the Borrower shall select the Rebate Analyst, with the prior written approval of the Governmental
33
12502516v3
Attachment B
Lender, and shall cause the Rebate Analyst to calculate the amount of rebatable arbitrage as
required herein.
Within 55 days of the end of the fifth Rebate Year and each fifth Rebate Year thereafter,
upon the written direction of the Governmental Lender, Bond Counsel or the Rebate Analyst, an
amount shall be deposited to the Rebate Fund by the Fiscal Agent from amounts provided by the
Borrower, if and to the extent required so that the balance in the Rebate Fund shall equal the
amount of Rebatable Arbitrage so calculated in accordance with the preceding paragraph.
The Fiscal Agent shall pay, as directed by the Governmental Lender, Bond Counsel or the
Rebate Analyst, to the United States Department of the Treasury, out of amounts in the Rebate
Fund:
(i) Not later than 60 days after the end of (A) the fifth Rebate Year, and
(B) each applicable fifth Rebate Year thereafter, an amount equal to at least 90% of the
Rebatable Arbitrage calculated as of the end of such Rebate Year; and
(ii) Not later than 60 days after the payment in whole of the Funding Loan, an
amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such
applicable Rebate Year, and any income attributable to the Rebatable Arbitrage, computed
in accordance with Section 148(f) of the Code.
Each payment required to be made under this Section shall be made to the Internal Revenue
Service Center, Ogden, Utah 84201 (or such other address provided in such direction), on or
before the date on which such payment is due, and shall be accompanied by Internal Revenue
Service Form 8038-T, which shall be prepared by the Rebate Analyst and provided to the Fiscal
Agent.
Notwithstanding any provision of this Funding Loan Agreement to the contrary, the
obligation to remit payment of the Rebatable Arbitrage to the United States of America and to
comply with all other requirements of Sections 2.04 and 4.03 of the Project Loan Agreement and
this Section 4.12, and the requirements of the Tax Certificate shall survive the defeasance or
payment in full of the Funding Loan.
Any funds remaining in the Rebate Fund after payment in full of the Funding Loan and
payment and satisfaction of any Rebate Requirement, or provision made therefor satisfactory to
the Fiscal Agent, shall be withdrawn and remitted to the Borrower.
The Fiscal Agent shall obtain and keep such records of the computations made pursuant to
this Section 4.12 as are required under Section 148(f) of the Code to the extent furnished to the
Fiscal Agent. The Borrower shall or shall cause the Rebate Analyst to provide to the Governmental
Lender and the Fiscal Agent copies of all rebate computations made pursuant to this Section 4.12.
The Fiscal Agent shall keep and make available to the Borrower such records concerning the
investments of the gross proceeds of the Funding Loan and the investments of earnings from those
investments made by the Fiscal Agent as may be requested by the Borrower in order to enable the
Borrower to cause the Rebate Analyst to make the aforesaid computations as are required under
Section 148(f) of the Code.
34
12502516v3
Attachment B
Notwithstanding the foregoing, the computations and payments of Rebatable Arbitrage
need not be made to the extent that neither the Governmental Lender nor the Borrower will thereby
fail to comply with any requirements of Section 148(f) of the Code based on an opinion of Bond
Counsel, to the effect that such failure will not adversely affect the exclusion from gross income
for federal income tax purposes of interest on the Governmental Note, a copy of which shall be
provided to the Fiscal Agent and the Funding Lender Representative, at the expense of the
Borrower.
Section 4.13 Cost of Issuance Fund. The Fiscal Agent shall use money on deposit to
the credit of the Cost of Issuance Fund to pay the costs of issuance on the Delivery Date or as soon
as practicable thereafter in accordance with a Requisition in the form of Exhibit D to be given to
the Fiscal Agent by the Borrower and approved by the Financial Monitor on the Delivery Date,
along with appropriate invoices for such expenses. Amounts in the Cost of Issuance Fund funded
with proceeds of the Funding Loan, if any, shall be expended prior to the application of any Costs
of Issuance Deposit. Investment Income on amounts on deposit in the Cost of Issuance Fund shall
be retained in such fund. Amounts remaining on deposit in the Cost of Issuance Fund six (6)
months after the Delivery Date shall be transferred to the Borrower other than amounts
representing proceeds of the Funding Loan which shall be transferred to the Project Account of
the Project Loan Fund for use in accordance with Section 2.11 hereof. Upon such final
disbursement, the Fiscal Agent shall close the Cost of Issuance Fund.
Section 4.14 Reports from the Fiscal Agent. The Fiscal Agent shall, on or before the
th
fifteenth (15) day of each month, file with the Funding Lender Representative, the Servicer, the
Governmental Lender (at its written request), the Borrower and during the Construction Phase, the
Financial Monitor, a statement setting forth in respect of the preceding calendar month:
(i) the amount withdrawn or transferred by it, and the amount deposited within
or on account of each fund and account held by it under the provisions of this Funding
Loan Agreement, including the amount of investment income on each fund and account;
(ii) the amount on deposit with it at the end of such month to the credit of each
fund and account;
(iii)a brief description of all obligations held by it as an investment of money in
each such fund and account; and
(iv) any other information which the Funding Lender Representative, the
Servicer or the Financial Monitor (during the Construction Phase) or the Governmental
Lender may reasonably request and to which the Fiscal Agent has access in the ordinary
course of its operations.
Upon the written request of the Funding Lender, the Fiscal Agent, at the cost of the
Borrower, shall provide a copy of such statement to Funding Lender. All records and files
pertaining to the Pledged Security shall be open at all reasonable times to the inspection of the
Governmental Lender and the Funding Lender Representative or the Servicer or during the
Construction Phase, the Financial Monitor and their respective agents and representatives upon
reasonable prior notice during normal business hours.
35
12502516v3
Attachment B
ARTICLE V
GENERAL COVENANTS AND REPRESENTATIONS
Section 5.01 Payment of Principal and Interest. The Governmental Lender covenants
that it will promptly pay or cause to be paid, but only from the sources identified herein, sufficient
amounts to provide for the payment of the principal of, Prepayment Premium, if any, and interest
on the Funding Loan at the place, on the dates and in the manner provided herein and in the
Governmental Note, according to the true intent and meaning thereof.
Section 5.02 Performance of Covenants. The Governmental Lender covenants that it
will faithfully perform at all times any and all of its covenants, undertakings, stipulations and
provisions contained in this Funding Loan Agreement, in the Governmental Note and in all
proceedings pertaining thereto.
Section 5.03 Instruments of Further Assurance. The Governmental Lender covenants
that it will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged,
and delivered, such supplements hereto, and such further acts, instruments and transfers as may be
reasonably required for the better assuring, transferring, conveying, pledging, assigning, and
confirming unto the Fiscal Agent all and singular its interest in the property herein described and
the revenues, receipts, and other amounts pledged hereby to the payment of the principal of,
Prepayment Premium, if any, and interest on the Funding Loan. Any and all interest in property
hereafter acquired which is of any kind or nature herein provided to be and become subject to the
lien hereof shall and without any further conveyance, assignment or act on the part of the
Governmental Lender or the Fiscal Agent, become and be subject to the lien of this Funding Loan
Agreement as fully and completely as though specifically described herein, but nothing in this
sentence contained shall be deemed to modify or change the obligations of the Governmental
Lender under this Section 5.03. The Governmental Lender covenants and agrees that, except as
herein otherwise expressly provided, it has not and will not sell, convey, mortgage, encumber or
otherwise dispose of any part of its interest in the Pledged Security or the revenues or receipts
therefrom.
The Governmental Lender will promptly notify the Fiscal Agent, the Funding Lender
Representative, and the Servicer in writing of the occurrence of any of the following:
(i) the submission of any claim or the initiation of any legal process, litigation
or administrative or judicial investigation against the Governmental Lender with respect to
the Loans of which the Governmental Lender has actual knowledge;
(ii) any change in the location of the Governmental LenderÓs principal office or
any change in the location of the Governmental LenderÓs books and records relating to the
transactions contemplated hereby;
(iii) the occurrence of any default or Event of Default of which the
Governmental Lender has actual knowledge;
36
12502516v3
Attachment B
(iv) the commencement of any proceedings or any proceedings instituted by or
against the Governmental Lender in any federal, state or local court or before any
governmental body or agency, or before any arbitration board, relating to the Notes of
which the Governmental Lender has actual knowledge; or
(v) the commencement of any proceedings by or against the Governmental
Lender under any applicable bankruptcy, reorganization, liquidation, rehabilitation,
insolvency or other similar law now or hereafter in effect or of any proceeding in which a
receiver, liquidator, conservator, trustee or similar official shall have been, or may be,
appointed or requested for the Governmental Lender or any of its assets relating to the
Loans of which the Governmental Lender has actual knowledge.
Section 5.04 Inspection of Project Books. The Governmental Lender covenants and
agrees that all books and documents in its possession relating to the Project shall, upon reasonable
prior notice, during normal business hours, be open to inspection and copying by such accountants
or other agents as the Fiscal Agent, the Servicer and the Financial Monitor (during the Construction
Phase) or the Funding Lender Representative may from time to time reasonably designate.
Section 5.05 No Modification of Security; Additional Indebtedness. The Governmental
Lender covenants to and for the benefit of the Funding Lender that it will not, without the prior
written consent of the Funding Lender Representative (acting in its sole and absolute discretion),
take any of the following actions:
(i) alter, modify or cancel, or agree to consent to alter, modify or cancel any
agreement to which the Governmental Lender is a party, or which has been assigned to the
Governmental Lender, and which relates to or affects the security for the Loans or the
payment of any amount owed under the Financing Documents; or
(ii) create or suffer to be created any lien upon the Pledged Security or any part
thereof other than the lien created hereby and by the Security Instrument.
Section 5.06 Damage, Destruction or Condemnation. Net Proceeds resulting from
casualty to or condemnation of the Project shall be applied as provided in the Continuing Covenant
Agreement and, to the extent consistent therewith, Section 3.01(b)(i) hereof.
Section 5.07 Tax Covenants.
(a) Governmental LenderÓs Covenants. The Governmental Lender covenants that it
will:
(i) neither make or use nor cause to be made or used any investment or other
use of the proceeds of the Funding Loan or the money and investments held in the funds
and accounts in any manner which would cause the Governmental Note to be Ðarbitrage
bondsÑ under Section 148 of the Code and the Regulations issued under Section 148 of the
Code (the Ð Regulations Ñ) or which would otherwise cause the interest payable on the
Governmental Note to be includable in gross income for federal income tax purposes;
37
12502516v3
Attachment B
(ii) enforce or cause to be enforced all material obligations of the Borrower
under the Tax Regulatory Agreement in accordance with its terms and seek to cause the
Borrower to correct any violation of the Tax Regulatory Agreement within a reasonable
period after it first discovers or becomes aware of any such violation;
(iii)not take or cause to be taken any other action or actions, or fail to take any
action or actions, if the same would cause the interest payable on the Governmental Note
to be includable in gross income for federal income tax purposes;
(iv) at all times do and perform all acts and things permitted by law and
necessary in order to assure that interest paid by the Governmental Lender on the Funding
Loan will be excludable from the gross income for federal income tax purposes, of the
Funding Lender pursuant to the Code, except in the event where the Funding Lender is a
Ðsubstantial userÑ of the facilities financed with the Loans or a Ðrelated personÑ within the
meaning of the Code; and
(v) not take any action or permit or suffer any action within its control and of
which it has knowledge to be taken if the result of the same would be to cause the
Governmental Note to be Ðfederally guaranteedÑ within the meaning of Section 149(b) of
the Code and the Regulations.
In furtherance of the covenants in this Section 5.07, the Governmental Lender shall execute
and deliver an endorsement to the Tax Certificate, which is by this reference incorporated
into this Funding Loan Agreement and made a part of this Funding Loan Agreement as if
set forth in this Funding Loan Agreement in full, and by its acceptance of this Funding
Loan Agreement the Fiscal Agent acknowledges receipt of the Tax Certificate and
acknowledges its incorporation into this Funding Loan Agreement by this reference and
agrees to comply with the terms specifically applicable to it.
(b) Fiscal AgentÓs Covenants. The Fiscal Agent agrees that it will invest funds held
under this Funding Loan Agreement in accordance with the covenants and terms of this Funding
Loan Agreement and the Tax Certificate (this covenant shall extend through the term of the
Funding Loan, to all funds and accounts created under this Funding Loan Agreement, and all
money on deposit to the credit of any such fund or account). The Fiscal Agent covenants to and
for the benefit of the Funding Lender that, notwithstanding any other provisions of this Funding
Loan Agreement or of any other Financing Document, it will not knowingly make or cause to be
made any investment or other use of the money in the funds or accounts created hereunder which
would cause the Governmental Note to be classified as Ðarbitrage bondsÑ within the meaning of
Sections 103(b) and 148 of the Code or would cause the interest on the Governmental Note to be
includable in gross income for federal income tax purposes; provided that the Fiscal Agent shall
be deemed to have complied with such requirements and shall have no liability to the extent it
reasonably follows the written directions of the Borrower, the Governmental Lender, the Funding
Lender Representative, Bond Counsel, or the Rebate Analyst. This covenant shall extend,
throughout the term of the Funding Loan, to all funds created under this Funding Loan Agreement
and all money on deposit to the credit of any such fund. Pursuant to this covenant, with respect to
the investments of the funds and accounts under this Funding Loan Agreement, the Fiscal Agent
obligates itself to comply throughout the term of the Funding Loan with the requirements of
38
12502516v3
Attachment B
Sections 103(b) and 148 of the Code; provided that the Fiscal Agent shall be deemed to have
complied with such requirements and shall have no liability to the extent it reasonably follows the
written directions of the Borrower, the Governmental Lender, Bond Counsel, or the Rebate
Analyst. The Fiscal Agent further covenants that should the Governmental Lender, the Borrower,
or the Funding Lender Representative file with the Fiscal Agent (it being understood that none of
the Governmental Lender, the Borrower, or the Funding Lender Representative has an obligation
to so file), or should the Fiscal Agent receive, an opinion of Bond Counsel to the effect that any
proposed investment or other use of proceeds of the Funding Loan would cause the Governmental
Note to become Ðarbitrage bonds,Ñ then the Fiscal Agent will comply with any written instructions
of the Governmental Lender, the Borrower, the Funding Lender Representative or Bond Counsel
regarding such investment (which shall, in any event, be a Qualified Investment) or use so as to
prevent the Governmental Note from becoming Ðarbitrage bonds,Ñ and the Fiscal Agent will bear
no liability to the Governmental Lender, the Borrower, the Funding Lender, or the Funding Lender
Representative for investments made in accordance with such instructions.
Section 5.08 Representations and Warranties of the Governmental Lender. The
Governmental Lender hereby represents and warrants as follows:
(a) The Governmental Lender is a statutory city, municipal corporation, and political
subdivision duly organized and existing under the Constitution and laws of the State.
(b) The Governmental Lender has all necessary power and authority to issue the
Governmental Note and to execute and deliver this Funding Loan Agreement, the Project Loan
Agreement and the other Financing Documents to which it is a party, and to perform its duties and
discharge its obligations hereunder and thereunder.
(c) The revenues and assets pledged for the repayment of the Funding Loan are and
will be free and clear of any pledge, lien or encumbrance by or on behalf of the Governmental
Lender, and all action on the part of the Governmental Lender to those ends has been duly and
validly taken.
(d) The Financing Documents to which the Governmental Lender is a party have been
validly authorized, executed and delivered by the Governmental Lender.
(e) To the actual knowledge of the Governmental Lender, the execution and delivery
of the Governmental Note and this Funding Loan Agreement, the consummation of the
transactions on the part of the Governmental Lender contemplated thereby and the fulfillment of
or compliance with the terms and conditions thereof do not conflict with or result in the breach of
any of the terms, conditions or provisions of any agreement or instrument or judgment, order or
decree to which the Governmental Lender is now a party or by which it is bound, nor do they
constitute a default under any of the foregoing or result in the creation or imposition of any
prohibited lien, charge or encumbrance of any nature upon any property or assets of the
Governmental Lender under the terms of any instrument or agreement.
ARTICLE VI
DEFAULT PROVISIONS AND
39
12502516v3
Attachment B
REMEDIES OF FISCAL AGENT AND
FUNDING LENDER
Section 6.01 Events of Default. Each of the following shall be an event of default with
respect to the Funding Loan (an ÐEvent of DefaultÑ) under this Funding Loan Agreement:
(a) failure to pay the principal of, Prepayment Premium, if any, or interest on the
Funding Loan when due, whether on an Interest Payment Date, at the stated maturity thereof, by
proceedings for prepayment thereof, by acceleration or otherwise; or
(b) failure to observe the covenants set forth in Section 5.05 hereof; or
(c) failure to observe or perform any of the covenants, agreements or conditions on the
part of the Governmental Lender (other than those set forth in Sections 5.01 and 5.05 hereof) set
forth in this Funding Loan Agreement or in the Governmental Note and the continuance thereof
for a period of thirty (30) days (or such longer period, if any, as is specified herein for particular
defaults) after written notice thereof to the Governmental Lender from the Fiscal Agent or the
Funding Lender Representative specifying such default and requiring the same to be remedied;
provided that if such default cannot be cured within such thirty (30) day period through the exercise
of diligence and the Governmental Lender commences the required cure within such thirty
(30) day period and continues the cure with diligence and the Governmental Lender reasonably
anticipates that the default could be cured within sixty (60) days, the Governmental Lender shall
have sixty (60) days following receipt of such notice to effect the cure; or
(d) receipt by the Fiscal Agent of written notice from the Funding Lender
Representative of the occurrence of an ÐEvent of DefaultÑ under the Project Loan Agreement or
the Continuing Covenant Agreement.
\[Are bankruptcy and other insolvency proceedings available in MN by/against political
subdivisions like the City?\]
The Fiscal Agent will promptly notify the Governmental Lender, the Servicer and the
Funding Lender Representative after a Responsible Officer obtains actual knowledge of the
occurrence of an Event of Default or obtains actual knowledge of the occurrence of an event which
would become an Event of Default with the passage of time or the giving of notice or both.
Section 6.02 Acceleration; Other Remedies Upon Event of Default.
Upon the occurrence of an Event of Default, the Fiscal Agent shall, upon the written request
of the Funding Lender Representative, by notice in writing delivered to the Governmental Lender,
declare the principal of the Funding Loan and the interest accrued thereon immediately due and
payable, and interest shall continue to accrue thereon until such amounts are paid.
At any time after the Funding Loan shall have been so declared due and payable, and before
any judgment or decree for the payment of the money due shall have been obtained or entered, the
Fiscal Agent may, but only if directed in writing by the Funding Lender Representative, by written
notice to the Governmental Lender, and the Fiscal Agent, rescind and annul such declaration and
40
12502516v3
Attachment B
its consequences if the Governmental Lender or the Borrower shall pay to or deposit with the
Fiscal Agent a sum sufficient to pay all principal on the Funding Loan then due (other than solely
by reason of such declaration) and all unpaid installments of interest (if any) on the Funding Loan
then due, with interest at the rate borne by the Funding Loan on such overdue principal and (to the
extent legally enforceable) on such overdue installments of interest, and the reasonable fees and
expenses of the Fiscal Agent (including its counsel) shall have been made good or cured or
adequate provision shall have been made therefor, and all outstanding amounts then due and
unpaid under the Financing Documents (collectively, the Ð Cure Amount Ñ) shall have been paid
in full, and all other defaults hereunder shall have been made good or cured or waived in writing
by the Funding Lender Representative; but no such rescission and annulment shall extend to or
shall affect any subsequent default, nor shall it impair or exhaust any right or power consequent
thereon.
Upon the occurrence and during the continuance of an Event of Default, the Fiscal Agent
in its own name and as trustee of an express trust, on behalf and for the benefit and protection of
the Funding Lender, may also proceed to protect and enforce any rights of the Fiscal Agent and,
to the full extent that the Funding Lender itself might do, the rights of the Funding Lender under
the laws of the State or under this Funding Loan Agreement by such of the following remedies as
the Fiscal Agent shall deem most effectual to protect and enforce such rights; provided that, the
Fiscal Agent may undertake any such remedy only upon the receipt of the prior written consent of
the Funding Lender Representative (which consent may be given in the sole and absolute
discretion of the Funding Lender Representative):
(i) by mandamus or other suit, action or proceeding at law or in equity, to
enforce the payment of the principal of, Prepayment Premium, if any, or interest on the
Funding Loan and to require the Governmental Lender to carry out any covenants or
agreements with or for the benefit of the Funding Lender and to perform its duties under
the Act, this Funding Loan Agreement, the Project Loan Agreement or the Tax Regulatory
Agreement (as applicable) to the extent permitted under the applicable provisions thereof;
(ii) by pursuing any available remedies under the Project Loan Agreement, the
Tax Regulatory Agreement or any other Financing Document;
(iii) by realizing or causing to be realized through sale or otherwise upon the
security pledged hereunder; and
(iv) by action or suit in equity enjoin any acts or things that may be unlawful or
in violation of the rights of the Funding Lender and execute any other papers and
documents and do and perform any and all such acts and things as may be necessary or
advisable in the opinion of the Fiscal Agent in order to have the claim of the Funding
Lender against the Governmental Lender allowed in any bankruptcy or other proceeding.
No remedy by the terms of this Funding Loan Agreement conferred upon or reserved to
the Fiscal Agent or to the Funding Lender is intended to be exclusive of any other remedy, but
each and every such remedy shall be cumulative and shall be in addition to any other remedy given
to the Fiscal Agent or the Funding Lender hereunder or under the Project Loan Agreement, the
Tax Regulatory Agreement, the Continuing Covenant Agreement or any other Financing
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Document, as applicable, or now or hereafter existing at law or in equity or by statute. No delay
or omission to exercise any right or power accruing upon any Event of Default shall impair any
such right or power or shall be construed to be a waiver of any such Event of Default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by the
Fiscal Agent or the Funding Lender, shall extend to or shall affect any subsequent default or event
of default or shall impair any rights or remedies consequent thereto.
Upon the occurrence and during the continuance of an Event of Default under Section
6.01(c) hereof, the Borrower and its partners shall have the same rights to notice and cure as those
conferred upon the Governmental Lender pursuant to Section 6.01(c) and this Section 6.02;
provided that, the Borrower and its partners may undertake to cure any such Event of Default only
upon the receipt of the prior written consent of the Governmental Lender.
Section 6.03 Funding Lender Representative Control of Proceedings. If an Event of
Default has occurred and is continuing, notwithstanding anything to the contrary herein, the
Funding Lender Representative shall have the sole and exclusive right at any time to direct the
time, method and place of conducting all proceedings to be taken in connection with the
enforcement of the terms and conditions of this Funding Loan Agreement, or for the appointment
of a receiver or any other proceedings hereunder, in accordance with the provisions of law and of
this Funding Loan Agreement. In addition, the Funding Lender Representative shall have the sole
and exclusive right at any time to directly enforce all rights and remedies hereunder and under the
other Financing Documents with or without the involvement of the Fiscal Agent or the
Governmental Lender (and in connection therewith the Fiscal Agent shall transfer or assign to the
Funding Lender Representative all of its interest in the Pledged Security at the request of the
Funding Lender Representative). In no event shall the exercise of any of the foregoing rights result
in an acceleration of the Funding Loan without the express direction of the Funding Lender
Representative.
Section 6.04 Waiver by Governmental Lender. Upon the occurrence of an Event of
Default, to the fullest extent that such right may then lawfully be waived, neither the Governmental
Lender nor anyone claiming through or under it shall set up, claim or seek to take advantage of
any appraisal, valuation, stay, extension or prepayment laws now or hereinafter in force, in order
to prevent or hinder the enforcement of this Funding Loan Agreement; and the Governmental
Lender, for itself and all who may claim through or under it, hereby waives, to the extent that it
lawfully may do so, the benefit of all such laws and all right of appraisement and prepayment to
which it may be entitled under the laws of the State and the United States of America.
Section 6.05 Application of Money After Default. All money collected by the Fiscal
Agent at any time pursuant to this Article shall, except to the extent, if any, otherwise directed by
a court of competent jurisdiction, be credited by the Fiscal Agent to the Revenue Fund. Such
money so credited to the Revenue Fund and all other money from time to time credited to the
Revenue Fund shall at all times be held, transferred, withdrawn and applied as prescribed by the
provisions of Article IV hereof and this Section 6.05.
In the event that at any time the money credited to the Revenue Fund, the Loan Payment
Fund, and the Loan Prepayment Fund available for the payment of interest or principal then due
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with respect to the Governmental Note shall be insufficient for such payment, such money shall
be applied as follows and in the following order of priority:
(a) For payment of all amounts due to the Fiscal Agent incurred in performance of its
duties under this Funding Loan Agreement, including, without limitation, the payment of all
reasonable fees and expenses of the Fiscal Agent incurred in exercising any remedies under this
Funding Loan Agreement.
(b) To the extent directed in writing by the Funding Lender Representative, to the
reimbursement of any unreimbursed advances made by or on behalf of the Funding Lender
pursuant to the Continuing Covenant Agreement or the Security Instrument.
(c) Unless the full principal amount of the Funding Loan shall have become or have
been declared due and payable:
FIRST: to the Funding Lender, all installments of interest then due on the
Funding Loan in the order of the maturity of such installments; and
SECOND: to the Funding Lender, unpaid principal of and Prepayment
Premium, if any, on the Funding Loan which shall have become due, whether at
maturity or by call for prepayment, in the order in which they became due and
payable.
(d) If the full principal amount of the Governmental Note shall have become or have
been declared due and payable, to the Funding Lender for the payment of the principal of,
Prepayment Premium, if any, and interest then due and unpaid on the Funding Loan without
preference or priority of principal over interest or of interest over principal, or of any installment
of interest over any other installment of interest.
Section 6.06 Remedies Not Exclusive. Without limiting the generality of Section 6.02
hereof, no right or remedy conferred upon or reserved to the Fiscal Agent, the Funding Lender or
the Funding Lender Representative by the terms of this Funding Loan Agreement is intended to
be exclusive of any other right or remedy, but each and every such remedy shall be cumulative
and shall be in addition to every other right or remedy given to the Fiscal Agent, the Funding
Lender or the Funding Lender Representative under this Funding Loan Agreement or existing at
law or in equity or by statute (including the Act).
Section 6.07 Fiscal Agent May Enforce Rights Without Governmental Note. All rights
of action and claims, including the right to file proof of claims, under this Funding Loan Agreement
may be prosecuted and enforced by the Fiscal Agent at the written direction of the Funding Lender
Representative without the possession of the Governmental Note or the production thereof in any
trial or other proceedings relating thereto. Subject to the rights of the Funding Lender
Representative to direct proceedings hereunder, any such suit or proceeding instituted by the Fiscal
Agent shall be brought in its name as Fiscal Agent without the necessity of joining as plaintiffs or
defendants any Funding Lender, and any recovery or judgment shall be for the benefit as provided
herein of the Funding Lender.
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Section 6.08 \[Reserved\]. \[Curious to know what this Section was.\]
Section 6.09 Termination of Proceedings. In case the Fiscal Agent (at the direction of
the Funding Lender Representative) or the Funding Lender Representative shall have proceeded
to enforce any right under this Funding Loan Agreement by the appointment of a receiver, by entry
or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely, then and in every such case the Governmental Lender, the
Fiscal Agent, the Funding Lender Representative, the Borrower and the Funding Lender shall be
restored to their former positions and rights hereunder with respect to the Pledged Security herein
conveyed, and all rights, remedies and powers of the Fiscal Agent and the Funding Lender
Representative shall continue as if no such proceedings had been taken.
Section 6.10 Waivers of Events of Default. The Fiscal Agent shall waive any Event of
Default hereunder and its consequences and rescind any declaration of maturity of principal of and
interest on the Funding Loan upon the written direction of the Funding Lender Representative. In
case of any such waiver or rescission, or in case any proceeding taken by the Fiscal Agent on
account of any such Event of Default shall have been discontinued or abandoned or determined
adversely, then and in every such case the Governmental Lender, the Fiscal Agent, the Borrower,
the Servicer, the Funding Lender Representative and the Funding Lender shall be restored to their
former positions and rights hereunder, respectively, but no such waiver or rescission shall extend
to any subsequent or other default, or impair any right consequent thereto.
Section 6.11 Interest on Unpaid Amounts and Default Rate for Nonpayment. In the
event that principal of or interest payable on the Funding Loan is not paid when due, there shall be
payable on the amount not timely paid, on each Interest Payment Date, interest at the Default Rate,
to the extent permitted by law. Interest on the Funding Loan shall accrue at the Default Rate until
the unpaid amount, together with interest thereon, shall have been paid in full.
Section 6.12 Assignment of Project Loan; Remedies Under the Project Loan.
(a) The Funding Lender Representative shall have the right, with respect to the Project
Loan, in its sole and absolute discretion, without directing the Fiscal Agent to effect an acceleration
of the Funding Loan, to instruct the Fiscal Agent in writing to assign the Project Note, the Security
Instrument and the other Project Loan Documents to the Funding Lender Representative, in which
event the Fiscal Agent shall (a) endorse and deliver the Project Note to the Funding Lender
Representative and assign (in recordable form) the Security Instrument, (b) execute and deliver to
the Funding Lender Representative all documents prepared by the Funding Lender Representative
necessary to assign (in recordable form) all other Project Loan Documents to the Funding Lender
Representative and (c) execute all such documents prepared by the Funding Lender Representative
as are necessary to legally and validly effectuate the assignments provided for in the preceding
clauses (a) and (b). The Fiscal AgentÓs assignments to the Funding Lender Representative pursuant
to this Section 6.12 shall be without recourse or warranty except that the Fiscal Agent shall
represent and warrant in connection therewith (A) that the Fiscal Agent has not previously
endorsed or assigned any such documents or instruments and (B) that the Fiscal Agent has the
corporate authority to endorse and assign such documents and instruments and such endorsements
and assignments have been duly authorized.
44
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Attachment B
(b) The Funding Lender Representative shall have the right, in its own name or on
behalf of the Governmental Lender or the Fiscal Agent, to declare any default and exercise any
remedies under the Project Loan Agreement, the Project Note, the Security Instrument or any other
Project Loan Document, whether or not the Governmental Note has been accelerated or declared
due and payable by reason of an Event of Default or the occurrence of a mandatory prepayment.
Section 6.13 Substitution. Upon receipt of written notice from the Funding Lender
Representative and the approval of the Governmental Lender as and to the extent permitted under
the Tax Regulatory Agreement, the Fiscal Agent shall exchange the Project Note and the Security
Instrument for a new Project Note and Security Instrument, evidencing and securing a new loan
(the ÐNew Project LoanÑ), which may be executed by a person other than the Borrower (the ÐNew
BorrowerÑ), provided that if the Fiscal Agent, the Funding Lender or a nominee of the Fiscal Agent
or the Funding Lender has acquired the Project through foreclosure, by accepting a deed in lieu of
foreclosure or by comparable conversion of the Project, no approval from the Governmental
Lender of such exchange shall be required. Prior to accepting a New Project Loan, the Fiscal
Agent shall have received (i) written evidence that the New Borrower shall have executed and
recorded a document substantially in the form of the Tax Regulatory Agreement (or executed and
recorded an assumption of all of the BorrowerÓs obligations under the Tax Regulatory Agreement)
and that the Project Loan Documents have been modified as necessary to be applicable to the New
Project Loan, and (ii) an opinion of Bond Counsel, to the effect that such exchange and
modification, in and of itself, shall not affect the exclusion, from gross income, for federal income
tax purposes of the interest payable on the Governmental Note.
ARTICLE VII
CONCERNING THE FISCAL AGENT
Section 7.01 Standard of Care. The Fiscal Agent, prior to an Event of Default as defined
in Section 6.01 hereof and after the curing or waiver of all such events which may have occurred,
shall perform such duties and only such duties as are specifically set forth in this Funding Loan
Agreement. The Fiscal Agent, during the existence of any such Event of Default (which shall not
have been cured or waived), shall exercise such rights and powers vested in it by this Funding
Loan Agreement and use the same degree of care and skill in its exercise as a prudent Person would
exercise or use under similar circumstances in the conduct of such PersonÓs own affairs.
No provision of this Funding Loan Agreement shall be construed to relieve the Fiscal Agent from
liability for its breach of trust, own negligence or willful misconduct, except that:
(a) prior to an Event of Default hereunder, and after the curing or waiver of all such
Events of Default which may have occurred:
(i) the duties and obligations of the Fiscal Agent shall be determined solely by
the express provisions of this Funding Loan Agreement, and the Fiscal Agent shall not be
liable except with regard to the performance of such duties and obligations as are
specifically set forth in this Funding Loan Agreement; and
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Attachment B
(ii) in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent
may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificate or opinion furnished to the Fiscal Agent by the
Person or Persons authorized to furnish the same;
(b) at all times, regardless of whether or not any such Event of Default shall exist:
(i) the Fiscal Agent shall not be liable for any error of judgment made in good
faith by an officer or employee of the Fiscal Agent except for willful misconduct or
negligence by the officer or employee of the Fiscal Agent as the case may be; and
(ii) the Fiscal Agent shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the Funding
Lender Representative relating to the time, method and place of conducting any proceeding
for any remedy available to the Fiscal Agent, or exercising any trust or power conferred
upon the Fiscal Agent under this Funding Loan Agreement.
Section 7.02 Reliance Upon Documents. Except as otherwise provided in Section 7.01
hereof:
(a) the Fiscal Agent may rely upon the authenticity or truth of the statements and the
correctness of the opinions expressed in, and shall be protected in acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, notarial seal, stamp, acknowledgment,
verification, request, consent, order, bond, or other paper or document of the proper party or
parties, including any Electronic Notice as permitted hereunder or under the Project Loan
Agreement;
(b) any notice, request, direction, election, order or demand of the Governmental
Lender mentioned herein shall be sufficiently evidenced by an instrument signed in the name of
the Governmental Lender by an Authorized Officer of the Governmental Lender (unless other
evidence in respect thereof be herein specifically prescribed), and any resolution of the
Governmental Lender may be evidenced to the Fiscal Agent by a copy of such resolution duly
certified by an Authorized Officer of the Governmental Lender;
(c) any notice, request, certificate, statement, requisition, direction, election, order or
demand of the Borrower mentioned herein shall be sufficiently evidenced by an instrument
purporting to be signed in the name of the Borrower by any Authorized Officer of the Borrower
(unless other evidence in respect thereof be herein specifically prescribed), and any resolution or
certification of the Borrower may be evidenced to the Fiscal Agent by a copy of such resolution
duly certified by a secretary or other authorized representative of the Borrower;
(d) any notice, request, certificate, statement, requisition, direction, election, order or
demand of the Servicer or the Financial Monitor mentioned herein shall be sufficiently evidenced
by an instrument signed, as applicable, in the name of the (i) Servicer by an Authorized Officer of
the Servicer, and (ii) Financial Monitor by an Authorized Officer of the Financial Monitor (unless
in respect of either of such entities, other evidence in respect thereof be herein specifically
prescribed);
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Attachment B
(e) any notice, request, direction, election, order or demand of the Funding Lender
Representative mentioned herein shall be sufficiently evidenced by an instrument purporting to be
signed in the name of the Funding Lender Representative by any Authorized Officer of the Funding
Lender Representative (unless other evidence in respect thereof be herein specifically prescribed);
(f) \[Intentionally Omitted\]; \[Curious to know what this Section was.\]
(g) \[Intentionally Omitted\]; \[Curious to know what this Section was.\]
(h) in the administration of the trusts of this Funding Loan Agreement, the Fiscal Agent
may execute any of the trusts or powers hereby granted directly or through its agents, receivers or
attorneys and the Fiscal Agent may consult with counsel (who may be counsel for the
Governmental Lender, the Servicer, during the Construction Phase, the Financial Monitor, or the
Funding Lender Representative) and the opinion or advice of such counsel shall be full and
complete authorization and protection in respect of any action taken or permitted by it hereunder
in good faith and in accordance with the opinion of such counsel;
(i) whenever in the administration of the trusts of this Funding Loan Agreement, the
Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to
taking or permitting any action hereunder, such matters (unless other evidence in respect thereof
be herein specifically prescribed), may in the absence of negligence or willful misconduct on the
part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of
an officer or authorized agent of the Governmental Lender or the Borrower and such certificate
shall in the absence of bad faith on the part of the Fiscal Agent be full warrant to the Fiscal Agent
for any action taken or permitted by it under the provisions of this Funding Loan Agreement, but
in its discretion the Fiscal Agent may in lieu thereof accept other evidence of such matter or may
require such further or additional evidence as it may deem reasonable;
(j) the recitals herein and in the Governmental Note (except the Fiscal AgentÓs
certificate of authentication thereon) shall not be considered as made by or imposing any obligation
or liability upon the Fiscal Agent. The Fiscal Agent makes no representations as to the value or
condition of the Pledged Security or any part thereof, or as to the title of the Governmental Lender
or the Borrower to the Pledged Security, or as to the security of this Funding Loan Agreement, or
of the Governmental Note issued hereunder, and the Fiscal Agent shall incur no liability or
responsibility in respect of any of such matters;
(k) the Fiscal Agent shall not be personally liable for debts contracted or liability for
damages incurred in the management or operation of the Pledged Security except for its own
willful misconduct or negligence; and every provision of this Funding Loan Agreement relating to
the conduct or affecting the liability of or affording protection to the Fiscal Agent shall be subject
to the provisions of this Section 7.02(k);
(l) the Fiscal Agent shall not be required to ascertain or inquire as to the performance
or observance of any of the covenants or agreements (except to the extent they obligate the Fiscal
Agent) herein or in any contracts or securities assigned or conveyed to or pledged with the Fiscal
Agent hereunder, except Events of Default that are evident under Section 6.01(a) hereof. The
Fiscal Agent shall not be required to take notice or be deemed to have notice or actual knowledge
47
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Attachment B
of any default or Event of Default specified in Section 6.01 hereof (except defaults under
Section 6.01(a) hereof to the extent they are collecting loan payments hereunder) unless the
Responsible Officer shall receive from the Governmental Lender or the Funding Lender
Representative written notice stating that a default or Event of Default has occurred and specifying
the same, and in the absence of such notice the Fiscal Agent may conclusively assume that there
is no such default; and every provision contained in this Funding Loan Agreement or related
instruments or in any such contract or security wherein the duty of the Fiscal Agent depends on
the occurrence and continuance of such default shall be subject to the provisions of this Section
7.02(l);
(m) the Fiscal Agent shall be under no duty to review or analyze any financial or other
statements or reports or certificates furnished pursuant to any provisions hereof and shall not be
deemed to have notice of any information contained therein or event of default which may be
disclosed in any manner therein, except to the extent such statement or reports are furnished by or
under the direction of the Fiscal Agent, and shall be under no other duty in respect of the same
except to retain the same in its files and permit the inspection of the same at reasonable times by
the Funding Lender; and
(n) the Fiscal Agent shall be under no obligation to exercise those rights or powers
vested in it by this Funding Loan Agreement, other than such rights and powers which it shall be
obliged to exercise in the ordinary course of its administration of the trusts and other duties under
the terms and provisions of this Funding Loan Agreement and as required by law, at the request
or direction of the Funding Lender Representative pursuant to Section 6.03, unless the Funding
Lender Representative shall have offered to the Fiscal Agent reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in the compliance with
such request or direction.
None of the provisions contained in this Funding Loan Agreement shall require the Fiscal
Agent to expend or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers.
The Fiscal Agent is authorized and directed to execute in its capacity as Fiscal Agent, the
Project Loan Agreement and the Tax Regulatory Agreement and shall have no responsibility or
liability with respect to any information, statement or recital in any offering memorandum or other
disclosure material prepared or distributed with respect to the delivery of the Governmental Note.
The Fiscal Agent or any of its affiliates may act as advisor or sponsor with respect to any
Qualified Investments.
The Fiscal Agent agrees to accept and act upon Electronic Notice of written instructions
and/or directions pursuant to this Funding Loan Agreement. If the party sending the Electronic
Notice elects to give the Fiscal Agent e-mail or facsimile instructions (or instructions by a similar
electronic method), the Fiscal AgentÓs understanding of such instructions shall be deemed
controlling. The Fiscal Agent shall not be liable for any losses, costs, or expenses arising directly
or indirectly from the Fiscal AgentÓs reliance upon and compliance with such instructions
notwithstanding that such instructions conflict or are inconsistent with a subsequent written
instruction. The Borrower, the Governmental Lender, or any other party sending such Electronic
48
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Attachment B
Notice pursuant to this Funding Loan Agreement agrees to assume all risks arising out of the use
of such electronic methods to submit instructions and directions to the Fiscal Agent, including
without limitation the risk of the Fiscal Agent acting on unauthorized instructions, and the risk of
interception and misuse by third parties.
In no event shall the Fiscal Agent be liable for incidental, indirect, special, consequential,
or punitive damages or penalties (including but not limited to lost profits), even if the Fiscal Agent
has been advised of the likelihood of such damages or penalties and regardless of the form of
action.
Any resolution, certification, notice, request, direction, election, order or demand delivered
to the Fiscal Agent pursuant to this Section 7.02 shall remain in effect until the Fiscal Agent
receives written notice to the contrary from the party that delivered such instrument accompanied
by revised information for such party.
The Fiscal Agent shall have no responsibility for the value of any collateral or with respect
to the perfection or priority of any security interest in any collateral except as otherwise provided
in Section 7.17 hereof.
Section 7.03 Use of Proceeds. The Fiscal Agent shall not be accountable for the use or
application of the Governmental Note authenticated or delivered hereunder or of the proceeds of
the Funding Loan except as provided herein.
Section 7.04 \[Reserved\]. \[Curious to know what this Section was.\]
Section 7.05 Trust Imposed. All money received by the Fiscal Agent shall, until used or
applied as herein provided, be held in trust for the purposes for which it was received.
Section 7.06 Compensation of Fiscal Agent. The Fiscal Agent shall be entitled to Fiscal
AgentÓs Ordinary Fees and Expenses in connection with the services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers and duties
of the Fiscal Agent hereunder or under any Financing Document to the extent money is available
therefor, in accordance with Section 4.06 hereof, exclusive of Extraordinary Services. The Fiscal
Agent shall be entitled to Fiscal AgentÓs Extraordinary Fees and Expenses in connection with any
Extraordinary Services performed consistent with the duties hereunder or under any of the
Financing Documents; provided the Fiscal Agent shall not incur any Fiscal AgentÓs Extraordinary
Fees and Expenses without the consent of the Funding Lender Representative. If any property,
other than cash, shall at any time be held by the Fiscal Agent subject to this Funding Loan
Agreement, or any supplement hereto, as security for the Funding Loan, the Fiscal Agent, if and
to the extent authorized by a receivership, bankruptcy, or other court of competent jurisdiction or
by the instrument subjecting such property to the provisions of this Funding Loan Agreement as
such security for the Funding Loan, shall be entitled to make advances for the purpose of
preserving such property or of discharging tax liens or other liens or encumbrances thereon.
Payment to the Fiscal Agent for its services and reimbursement to the Fiscal Agent for its expenses,
disbursements, liabilities and advances, shall be limited to the sources described in the Project
Loan Agreement and in Sections 4.06, 4.11 and 6.05 hereof. The Governmental Lender shall have
no liability for Fiscal AgentÓs fees, costs or expenses. Subject to the provisions of Section 7.09
49
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Attachment B
hereof, the Fiscal Agent agrees that it shall continue to perform its duties hereunder and under the
Financing Documents even in the event that money designated for payment of its fees shall be
insufficient for such purposes or in the event that the Borrower fails to pay the Fiscal AgentÓs
Ordinary Fees and Expenses or, if applicable, the Fiscal AgentÓs Extraordinary Fees and Expenses
as required by the Project Loan Agreement.
The Borrower shall indemnify and hold harmless the Fiscal Agent and its officers,
directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants and
servants, past, present or future, from and against (a) any and all claims by or on behalf of any
person arising from any cause whatsoever in connection with this Funding Loan Agreement or
transactions contemplated hereby, the Project, or the delivery of the Governmental Note or the
Loans; (b) any and all claims arising from any act or omission of the Borrower or any of its agents,
contractors, servants, employees or licensees in connection with the Project, or the delivery of the
Governmental Note or the Loans; and (c) all costs, counsel fees, expenses or liabilities incurred in
connection with any such claim or proceeding brought thereon; except that the Borrower shall not
be required to indemnify any person for damages caused by the gross negligence, willful
misconduct or unlawful acts of such person or which arise from events occurring after the
Borrower ceases to own the Project. In the event that any action or proceeding is brought or claim
made against the Fiscal Agent, or any of its officers, directors, officials, employees, agents,
receivers, attorneys, accountants, advisors, consultants or servants, with respect to which
indemnity may be sought hereunder, the Borrower, upon written notice thereof from the
indemnified party, shall assume the investigation and defense thereof, including the employment
of counsel and the payment of all expenses. The indemnified party shall have the right to approve
a settlement to which it is a party and to employ separate counsel in any such action or proceedings
and to participate in the investigation and defense thereof, and the Borrower shall pay the
reasonable fees and expenses of such separate counsel. The provisions of this Section 7.06 shall
survive the termination of this Funding Loan Agreement.
Section 7.07 Qualifications of Fiscal Agent. There shall at all times be a Fiscal Agent
hereunder which shall be an association or a corporation organized and doing business under the
laws of the United States of America or any state thereof, authorized under such laws to exercise
corporate trust powers. Any successor Fiscal Agent shall have a combined capital and surplus of
at least $50,000,000 (or shall be a wholly-owned subsidiary of an association or corporation that
has such combined capital and surplus), and be subject to supervision or examination by federal
or state authority, or shall have been appointed by a court of competent jurisdiction pursuant to
Section 7.11 hereof. If such association or corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority referred
to above, then for the purposes of this Section 7.07, the combined capital and surplus of such
association or corporation shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time the Fiscal Agent shall cease to
be eligible in accordance with the provisions of this Section 7.07 and another association or
corporation is eligible, the Fiscal Agent shall resign immediately in the manner and with the effect
specified in Section 7.09 hereof.
Section 7.08 Merger of Fiscal Agent. Any association or corporation into which the
Fiscal Agent may be converted or merged, or with which it may be consolidated, or to which it
50
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Attachment B
may sell or transfer its corporate trust business and assets as a whole or substantially as a whole,
or any association or corporation resulting from any such conversion, sale, merger, consolidation
or transfer to which it is a party shall, ipso facto, be and become successor Fiscal Agent hereunder
and vested with all the title to the whole property or Pledged Security and all the trusts, powers,
discretions, immunities, privileges and all other matters as was its predecessor, without the
execution or filing of any instruments or any further act, deed or conveyance on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and shall also be and become
successor Fiscal Agent in respect of the legal interest of the Fiscal Agent in the Loans.
Section 7.09 Resignation by the Fiscal Agent. The Fiscal Agent may at any time resign
from the trusts hereby created by giving written notice to the Governmental Lender, the Borrower,
the Servicer, the Funding Lender Representative and during the Construction Phase, the Financial
Monitor. Such notice to the Governmental Lender, the Borrower, the Servicer, the Funding Lender
Representative, and during the Construction Phase, the Financial Monitor, and may be served
personally or sent by certified mail or overnight delivery service. The resignation of the Fiscal
Agent shall not be effective until a successor Fiscal Agent has been appointed as provided herein
and such successor Fiscal Agent shall have agreed in writing to be bound by the duties and
obligations of the Fiscal Agent hereunder.
Section 7.10 Removal of the Fiscal Agent. The Fiscal Agent may be removed at any
time, either with or without cause, with the consent of the Funding Lender Representative (which
consent of the Funding Lender Representative shall not be unreasonably withheld), by a written
instrument signed by the Governmental Lender and delivered to the Fiscal Agent, the Servicer, the
Borrower, and during the Construction Phase, the Financial Monitor. The Fiscal Agent may also
be removed by a written instrument signed by the Funding Lender Representative and delivered
to the Fiscal Agent, the Servicer, the Governmental Lender, the Borrower, and during the
Construction Phase, the Financial Monitor. In each case written notice of such removal shall be
given to the Servicer, the Borrower, the Funding Lender, and during the Construction Phase, the
Financial Monitor,. Any such removal shall take effect on the day specified in such written
instrument(s), but the Fiscal Agent shall not be discharged from the trusts hereby created until a
successor Fiscal Agent has been appointed and has accepted such appointment and has agreed in
writing to be bound by the duties and obligations of the Fiscal Agent hereunder.
Section 7.11 Appointment of Successor Fiscal Agent.
(a) In case at any time the Fiscal Agent shall resign or be removed, or be dissolved, or
shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder,
or shall be adjudged as bankrupt or insolvent, or if a receiver of the Fiscal Agent or of its property
shall be appointed, or if a public supervisory office shall take charge or control of the Fiscal Agent
or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such
Fiscal Agent hereunder, and the Governmental Lender, with the written consent of the Funding
Lender Representative, shall promptly appoint a successor Fiscal Agent. Any such appointment
shall be made by a written instrument executed by an Authorized Officer of the Governmental
Lender. If the Governmental Lender fails to appoint a successor Fiscal Agent within ten (10) days
following the resignation or removal of the Fiscal Agent pursuant to Section 7.09 or Section 7.10
51
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Attachment B
hereunder, as applicable, the Funding Lender Representative may appoint a successor Fiscal
Agent.
(b) If, in a proper case, no appointment of a successor Fiscal Agent shall be made
pursuant to subsection (a) of this Section 7.11 within sixty (60) days following delivery of all
required notices of resignation given pursuant to Section 7.09 hereof or of removal of the Fiscal
Agent pursuant to Section 7.10 hereof, the retiring Fiscal Agent may apply to any court of
competent jurisdiction to appoint a successor Fiscal Agent. The court may thereupon, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor Fiscal Agent.
Section 7.12 Concerning Any Successor Fiscal Agent. Every successor Fiscal Agent
appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the
Governmental Lender a written instrument accepting such appointment hereunder, and thereupon
such successor, without any further act, deed or conveyance, shall become fully vested with all the
Pledged Security and the rights, powers, trusts, duties and obligations of its predecessor; but such
predecessor shall, nevertheless, on the written request of the Governmental Lender, the Borrower
or the Funding Lender Representative, or of its successor, and upon payment of all amounts due
such predecessor, including but not limited to fees and expenses of counsel, execute and deliver
such instruments as may be appropriate to transfer to such successor Fiscal Agent all the Pledged
Security and the rights, powers and trusts of such predecessor hereunder; and every predecessor
Fiscal Agent shall deliver all securities and money held by it as Fiscal Agent hereunder to its
successor. Should any instrument in writing from the Governmental Lender be required by a
successor Fiscal Agent for more fully and certainly vesting in such successor the Pledged Security
and all rights, powers and duties hereby vested or intended to be vested in the predecessor, any
and all such instruments in writing shall, on request, be executed, acknowledged and delivered by
the Governmental Lender. The resignation of any Fiscal Agent and the instrument or instruments
removing any Fiscal Agent and appointing a successor hereunder, together with all other
instruments provided for in this Article, shall be filed and/or recorded by the successor Fiscal
Agent in each recording office where this Funding Loan Agreement shall have been filed and/or
recorded. Each successor Fiscal Agent shall mail notice by first class mail, postage prepaid, at
least once within 30 days of such appointment, to the Funding Lender.
Section 7.13 Successor Fiscal Agent . In the event of a change in the office of Fiscal
Agent, the predecessor Fiscal Agent which shall have resigned or shall have been removed shall
cease to be Fiscal Agent with respect to the Governmental Note, and the successor Fiscal Agent
shall become such Fiscal Agent.
Section 7.14 Appointment of Co-Fiscal Agent or Separate Fiscal Agent. It is the intent
of the Governmental Lender and the Fiscal Agent that there shall be no violation of any law of any
jurisdiction (including particularly the laws of the State) denying or restricting the right of banking
corporations or associations to transact business as Fiscal Agent in such jurisdiction. It is
recognized that in case of litigation under or connected with this Funding Loan Agreement, the
Project Loan Agreement or any of the other Financing Documents, and, in particular, in case of
the enforcement of any remedies on default, or in case the Fiscal Agent deems that by reason of
any present or future law of any jurisdiction it may not exercise any of the powers, rights or
remedies herein or therein granted to the Fiscal Agent or hold title to the properties in trust, as
52
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Attachment B
herein granted, or take any other action which may be desirable or necessary in connection
therewith, it may be necessary that the Fiscal Agent, with the consent of the Governmental Lender
and the Funding Lender Representative, appoint an additional individual or institution as a
co-fiscal agent or separate fiscal agent.
In the event that the Fiscal Agent appoints an additional individual or institution as a
co-fiscal agent or separate fiscal agent, in the event of the incapacity or lack of authority of the
Fiscal Agent, by reason of any present or future law of any jurisdiction, to exercise any of the
rights, powers, trusts and remedies granted to the Fiscal Agent herein or to hold title to the Pledged
Security or to take any other action that may be necessary or desirable in connection therewith,
each and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate,
title, interest and lien expressed or intended by this Funding Loan Agreement to be imposed upon,
exercised by or vested in or conveyed to the Fiscal Agent with respect thereto shall be imposed
upon, exercisable by and vest in such separate fiscal agent or co-fiscal agent, but only to the extent
necessary to enable such co-fiscal agent or separate fiscal agent to exercise such powers, rights,
trusts and remedies, and every covenant and obligation necessary to the exercise thereof by such
co-fiscal agent or separate fiscal agent shall run to and be enforceable by either of them, subject to
the remaining provisions of this Section 7.14. Such co-fiscal agent or separate fiscal agent shall
deliver an instrument in writing acknowledging and accepting its appointment hereunder to the
Governmental Lender and the Fiscal Agent.
Should any instrument in writing from the Governmental Lender be required by the co-
fiscal agent or separate fiscal agent so appointed by the Fiscal Agent for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations,
any and all such instruments in writing shall, on request, be executed, acknowledged and delivered
by the Governmental Lender, the Fiscal Agent and the Borrower. If the Governmental Lender
shall fail to deliver the same within thirty (30) days of such request, the Fiscal Agent is hereby
appointed attorney-in-fact for the Governmental Lender to execute, acknowledge and deliver such
instruments in the Governmental LenderÓs name and stead. In case any co-fiscal agent or separate
fiscal agent, or a successor to either, shall die, become incapable of acting, resign or be removed,
all the estates, properties, rights, powers, trusts, duties and obligations of such co-fiscal agent or
separate fiscal agent, so far as permitted by law, shall vest in and be exercised by the Fiscal Agent
until the appointment of a new Fiscal Agent or successor to such co-fiscal agent or separate fiscal
agent.
Every co-fiscal agent or separate fiscal agent shall, to the extent permitted by law, but to
such extent only, be appointed subject to the following terms, namely:
(a) the Governmental Note shall be authenticated and delivered, and all rights, powers,
trusts, duties and obligations by this Funding Loan Agreement conferred upon the Fiscal Agent in
respect of the custody, control or management of money, papers, securities and other personal
property shall be exercised solely by the Fiscal Agent;
(b) all rights, powers, trusts, duties and obligations conferred or imposed upon the
Fiscal Agent shall be conferred or imposed upon or exercised or performed by the Fiscal Agent,
or by the Fiscal Agent and such co- fiscal agent, or separate fiscal agent jointly, as shall be provided
in the instrument appointing such co- fiscal agent or separate fiscal agent, except to the extent that
53
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Attachment B
under the law of any jurisdiction in which any particular act or acts are to be performed the Fiscal
Agent shall be incompetent or unqualified to perform such act or acts, in which event such act or
acts shall be performed by such co- fiscal agent or separate fiscal agent;
(c) any request in writing by the Fiscal Agent to any co- fiscal agent or separate fiscal
agent to take or to refrain from taking any action hereunder shall be sufficient warrant for the
taking or the refraining from taking of such action by such co- fiscal agent or separate fiscal agent;
(d) any co- fiscal agent or separate fiscal agent to the extent permitted by law shall
delegate to the Fiscal Agent the exercise of any right, power, trust, duty or obligation, discretionary
or otherwise;
(e) the Fiscal Agent at any time by an instrument in writing with the concurrence of
the Governmental Lender evidenced by a certified resolution may accept the resignation of or
remove any co- fiscal agent or separate fiscal agent appointed under this Section 7.14 and in case
an Event of Default shall have occurred and be continuing, the Fiscal Agent shall have power to
accept the resignation of or remove any such co- fiscal agent or separate fiscal agent without the
concurrence of the Governmental Lender, and upon the request of the Fiscal Agent, the
Governmental Lender shall join with the Fiscal Agent in the execution, delivery and performance
of all instruments and agreements necessary or proper to effectuate such resignation or removal.
A successor to any co- fiscal agent or separate fiscal agent so resigned or removed may be
appointed in the manner provided in this Section 7.14;
(f) no Fiscal Agent or co- fiscal agent hereunder shall be personally liable by reason
of any act or omission of any other Fiscal Agent hereunder;
(g) any demand, request, direction, appointment, removal, notice, consent, waiver or
other action in writing executed by the Funding Lender Representative and delivered to the Fiscal
Agent shall be deemed to have been delivered to each such co- fiscal agent or separate fiscal agent;
and
(h) any money, papers, securities or other items of personal property received by any
such co-fiscal agent or separate fiscal agent hereunder shall forthwith, so far as may be permitted
by law, be turned over to the Fiscal Agent.
The total compensation of the Fiscal Agent and any co fiscal agent or separate fiscal agent
shall be as, and may not exceed the amount, provided in Section 7.06 hereof.
Section 7.15 Notice of Certain Events. The Fiscal Agent shall give written notice to the
Governmental Lender, the Servicer, the Funding Lender Representative, and during the
Construction Phase, the Financial Monitor of any failure by the Borrower to comply with the terms
of the Tax Regulatory Agreement or any Determination of Taxability of which a Responsible
Officer has actual knowledge.
Section 7.16 \[Reserved\]. \[Curious to know what this Section was.\]
54
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Attachment B
Section 7.17 Filing of Financing Statements. The Fiscal Agent shall not be responsible
for filing or for the sufficiency or accuracy of any financing statements initially filed to perfect
security interests granted under this Funding Loan Agreement. The Fiscal Agent shall file
continuation statements with respect to each UCC financing statement relating to the Pledged
Security filed at the time of the issuance of the Governmental Note; provided that a copy of the
filed initial financing statement is timely delivered to the Fiscal Agent. In addition, unless the
Fiscal Agent shall have been notified in writing by the Governmental Lender or the Funding
Lender Representative that any such initial filing or description of collateral was or has become
defective, the Fiscal Agent shall be fully protected in (a) relying on such initial filing and
descriptions in filing any financing or continuation statements or modifications thereto pursuant
to this section and (b) filing any continuation statements in the same filing offices as the initial
filing were made. The Borrower shall be responsible for the customary fees charged by the Fiscal
Agent for the preparation and filing of continuation statements and for the reasonable costs
incurred by the Fiscal Agent in the preparation and filing of all continuation statements hereunder,
including attorneysÓ fees and expenses. These fees shall be considered ÐExtraordinary ServicesÑ
fees. Upon the filing of any such continuation statement the Fiscal Agent shall immediately notify
the Governmental Lender, the Borrower, the Funding Lender Representative and the Servicer that
the same has been done.
Section 7.18 USA Patriot Act Requirements of the Fiscal Agent. To help the
government of the United States of America fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify, and record information
that identifies each person who opens an account. For a non-individual Person such as a business
entity, a charity, a trust, or other legal entity, the Fiscal Agent may request documentation to verify
such PersonÓs formation and existence as a legal entity. The Fiscal Agent may also request
financial statements, licenses, identification and authorization documents from individuals
claiming authority to represent such Person or other relevant documentation.
ARTICLE VIII
AMENDMENTS OF CERTAIN DOCUMENTS
Section 8.01 Amendments to this Funding Loan Agreement. Any of the terms of this
Funding Loan Agreement and the Governmental Note may be amended or waived only by an
instrument signed by the Fiscal Agent and the Governmental Lender, and with the prior written
consent of the Funding Lender Representative acting in its sole and absolute discretion.
Section 8.02 Amendments to Financing Documents Require Consent of Funding
Lender Representative. Neither the Governmental Lender nor the Fiscal Agent shall consent to
any amendment, change or modification of any Financing Document without the prior written
consent of the Funding Lender Representative acting in its sole and absolute discretion. The Fiscal
Agent shall enter into such amendments to the Financing Documents as shall be directed by the
Funding Lender Representative, including entering into the amendments and/or amendments and
restatements attached as exhibits to the Construction Phase Financing Agreement on the
Conversion Date.
55
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Attachment B
Section 8.03 Opinion of Bond Counsel Required. No amendment to this Funding Loan
Agreement, the Governmental Note, the Project Loan Agreement, the Project Note, the Security
Instrument, or the Tax Regulatory Agreement shall become effective unless and until (i) the
Funding Lender Representative shall have consented to the same in writing in its sole and absolute
discretion, (ii) the Funding Lender Representative, the Governmental Lender and the Fiscal Agent
shall have received, at the expense of the Borrower, (A) an opinion of Bond Counsel to the effect
that such amendment, change or modification will not, in and of itself, cause interest on the
Governmental Note to be includable in gross income of the holders thereof for federal income tax
purposes, and (B) an opinion of counsel acceptable to the Funding Lender Representative to the
effect that any such proposed amendment, change, or modification is authorized and complies with
the provisions of this Funding Loan Agreement and is a legal, valid and binding obligation of the
parties thereto, subject to normal exceptions relating to bankruptcy, insolvency and equitable
principles limitations, and (iii) to the extent the Borrower is not in default under the Financing
Documents and such amendment would change the essential economic terms of the Project Loan
or impose upon the Borrower greater liability under the Financing Documents, the Borrower has
consented to the same.
ARTICLE IX
SATISFACTION AND DISCHARGE OF FUNDING LOAN AGREEMENT
Section 9.01 Discharge of Lien. If the Governmental Lender shall pay or cause to be
paid to the Funding Lender the principal, interest, and Prepayment Premium, if any, to become
due with respect to the Funding Loan at the times and in the manner stipulated herein and in the
Governmental Note, in any one or more of the following ways:
(a) by the payment of all unpaid principal of (including Prepayment Premium, if any)
and interest on the Funding Loan; or
(b) after the Conversion Date (or, if the Conversion Date does not occur, the latest date
on which Conversion was permitted to occur under the Construction Phase Financing Agreement)
and prior to the Window Period, by the deposit to the account of the Fiscal Agent, in trust, of
money or securities in the necessary amount to pay the principal, Prepayment Premium and interest
to the Maturity Date; or
(c) by the delivery of the Governmental Note by the Funding Lender to the Fiscal
Agent for cancellation;
and shall have paid all amounts due and owing under the other Financing Documents, and shall
have paid all fees and expenses of and any other amounts due to the Fiscal Agent, the Servicer, the
Financial Monitor (if applicable) and the Rebate Analyst, and if the Governmental Lender shall
keep, perform and observe all and singular the covenants and promises in the Governmental Note
and in this Funding Loan Agreement expressed as to be kept, performed, and observed by it or on
its part, then these presents and the estates and rights hereby granted shall cease, determine and be
void, and thereupon the Fiscal Agent shall cancel and discharge the lien of this Funding Loan
Agreement and execute and deliver to the Governmental Lender such instruments in writing as
shall be requisite to satisfy the lien hereof, and reconvey to the Governmental Lender the estate
56
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Attachment B
hereby conveyed, and assign and deliver to the Governmental Lender any interest in property at
the time subject to the lien of this Funding Loan Agreement which may then be in its possession,
except amounts held by the Fiscal Agent for the payment of principal of, interest, and Prepayment
Premium, if any, on the Governmental Note, the payment of any amounts owed to the United
States of America pursuant to Section 4.12 hereof.
After the Conversion Date (or, if the Conversion Date does not occur, the latest date on
which Conversion was permitted to occur under the Construction Phase Financing Agreement)
and prior to the Window Period and subject to the satisfaction of the conditions set forth in Section
4.04(c) of the Project Loan Agreement, the Funding Loan shall, prior to the Maturity Date, be
deemed to have been paid within the meaning and with the effect expressed in the first paragraph
of this Section 9.01 based on a deposit of moneys or securities with the Fiscal Agent pursuant to
Section 9.01(b) if, under circumstances which do not cause interest on the Governmental Note to
become includable in the holdersÓ gross income for purposes of federal income taxation, the
following conditions shall have been fulfilled: (a) there shall be on deposit with the Fiscal Agent
either money or noncallable and nonprepayable direct obligations of the United States of America
(or other defeasance securities constituting Qualified Investments approved in writing by the
Funding Lender Representative) in an amount, together with anticipated earnings thereon (but not
including any reinvestment of such earnings), which will be sufficient to pay, when due, the
principal and interest due and to become due on the Funding Loan up to and on the Maturity Date;
(b) the Fiscal Agent shall have received a verification report of a firm of certified public
accountants or financial analyst reasonably acceptable to the Fiscal Agent and the Funding Lender
Representative as to the adequacy of the amounts or securities so deposited to fully pay the Funding
Loan; (c) the Fiscal Agent and the Funding Lender Representative shall have received a written
opinion of nationally recognized counsel experienced in bankruptcy matters to the effect that if the
Borrower, any general partner, member or guarantor of the Borrower, or the Governmental Lender
were to become a debtor in a proceeding under the Bankruptcy Code (x) payment of such money
to the Funding Lender would not constitute a voidable preference under Section 547 of the
Bankruptcy Code and (y) the automatic stay provisions of Section 362(a) of the Bankruptcy Code
would not prevent application of such money to the payment of the Funding Loan; (d) the Fiscal
Agent and the Funding Lender Representative shall have received an opinion of Bond Counsel to
the effect that the defeasance of the Funding Loan is in accordance with the provisions of this
Funding Loan Agreement and that such defeasance will not adversely affect the exclusion of
interest on the Governmental Note from gross income for federal income tax purposes; and (e) the
Fiscal Agent shall have received written confirmation that all fees, expenses or reimbursement of
any advances due to the Funding Lender and the Servicer under the Financing Documents have
been fully paid.
Section 9.02 Discharge of Liability on Funding Loan. Upon the deposit with the Fiscal
Agent, in trust, at or before maturity, of money or securities in the necessary amount (as provided
in Section 9.01 above) to pay or prepay the Funding Loan (whether upon or prior to their maturity
or the prepayment date of the Funding Loan) provided that, if the Funding Loan is to be prepaid
prior to the maturity thereof, notice of such prepayment shall have been given as provided in
Article III, or provision satisfactory to the Fiscal Agent shall have been made for the giving of
such notice, all liability of the Governmental Lender in respect of the Funding Loan shall cease,
terminate and be completely discharged, except only that thereafter the Funding Lender shall be
57
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Attachment B
entitled to payment by the Governmental Lender, and the Governmental Lender shall remain liable
for such payment, but only out of the money or securities deposited with the Fiscal Agent as
aforesaid for their payment, subject, however, to the provisions of Section 9.03 hereof.
Section 9.03 Payment of Funding Loan After Discharge of Funding Loan Agreement.
Notwithstanding any provisions of this Funding Loan Agreement, and subject to applicable
unclaimed property laws of the State, any money deposited with the Fiscal Agent or any paying
agent in trust for the payment of the principal of, interest, or Prepayment Premium, if any, on the
Governmental Note remaining unclaimed for three (3) years after the final Maturity Date or earlier
payment date: (a) shall be reported and disposed of, at the expense of the Borrower, by the Fiscal
Agent in accordance with applicable unclaimed property laws; and (b) to the extent permitted by
applicable law, shall be paid to the Borrower, whereupon all liability of the Governmental Lender
and the Fiscal Agent with respect to such money shall cease, and the Funding Lender shall
thereafter look solely to the Borrower for payment of any amounts then due. All money held by
the Fiscal Agent and subject to this Section 9.03 shall be held uninvested and without liability for
interest thereon.
ARTICLE X
INTENTIONALLY OMITTED \[CURIOUS TO KNOW WHAT THIS ARTICLE WAS.\]
ARTICLE XI
MISCELLANEOUS
Section 11.01 Services for the Loans. The Funding Lender Representative may appoint
a Servicer and a Financial Monitor (either of which may be the Funding Lender Representative if
the Funding Lender Representative elects) to provide services in respect of the Loans as provided
in Section 3.02 of the Project Loan Agreement in the case of the Servicer and as described in the
Construction Continuing Covenant Agreement in the case of the Financial Monitor.
Section 11.02 Limitation of Rights. With the exception of rights herein expressly
conferred, nothing expressed or to be implied from this Funding Loan Agreement or the
Governmental Note is intended or shall be construed to give to any Person other than the Parties
hereto, the Funding Lender, the Funding Lender Representative, the Servicer, the Financial
Servicer and the Borrower, any legal or equitable right, remedy or claim under or in respect to this
Funding Loan Agreement or any covenants, conditions and provisions hereof.
Section 11.03 Construction of Conflicts; Severability. Notwithstanding anything
provided herein, or in any of the documents referred to herein, in the event that any contracts or
other documents executed by the Borrower or any other arrangements agreed to by the Borrower
in order to finance or refinance the Project with the proceeds of the Funding Loan evidenced by
the Governmental Note, the interest on which is excluded from gross income for federal income
tax purposes under Section 103(a) of the Code are inconsistent with the Project Loan Documents,
then the Project Loan Documents shall be controlling in all respects. If any provision of this
Funding Loan Agreement shall be held or deemed to be, or shall in fact be inoperative or
unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all
58
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Attachment B
jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or
any constitution, statute, rule of law or public policy, or for any other reason, such circumstances
shall not have the effect of rendering the provision in question inoperative or unenforceable in any
other case or circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative, or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses or sections in this Funding
Loan Agreement contained, shall not affect the remaining portions of this Funding Loan
Agreement, or any part thereof.
Section 11.04 Notices.
(a) Whenever in this Funding Loan Agreement the giving of notice by mail or
otherwise is required, the giving of such notice may be waived in writing by the Person entitled to
receive such notice and in any such case the giving or receipt of such notice shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.
Any notice, request, complaint, demand, communication or other paper required or permitted to
be delivered to the Governmental Lender, the Fiscal Agent, the Funding Lender Representative,
the Borrower or the Servicer shall be sufficiently given and shall be deemed given (unless another
form of notice shall be specifically set forth herein) on the Business Day following the date on
which such notice or other communication shall have been delivered to a national overnight
delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery
service) addressed to the appropriate party at the addresses set forth below or as may be required
or permitted by this Funding Loan Agreement by Electronic Notice. The Governmental Lender,
the Fiscal Agent, the Funding Lender Representative, the Borrower or the Servicer may, by notice
given as provided in this paragraph, designate any further or different address to which subsequent
notices or other communication shall be sent.
The Governmental Lender: CITY OF ROSEVILLE, MINNESOTA
2660 Civic Center Drive
Roseville, MN 55113
Attn: City Manager
Email: info@cityofroseville.com
Telephone: (651) 792-7020
The Fiscal Agent: U.S. BANK NATIONAL ASSOCIATION
Corporate Trust Services
60 Livingston Avenue, 3rd Floor
EP-MN-WS3C
St. Paul, MN 55107-2292
Attn: Dan Sheff
Email: dan.sheff@usbank.com
Telephone: (651) 466-6302
59
12502516v3
Attachment B
The Borrower: ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLLP
c/o Dominium Development & Acquisition, LLC
2905 Northwest Boulevard, Suite 150
Plymouth, MN 55441-7400
Attention: \[Mark Moorhouse and\] Ryan Lunderby
Email: \[mmoorhouse@dominiuminc.com\]
rlunderby@dominiuminc.com
Telephone: (763) 354-5500
with a copies to: WINTHROP & WEINSTINE, P.A.
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402-4629
Attention: John M. Stern and Scott Jahnke
Email: JStern@winthrop.com
SJahnke@winthrop.com
Telephone: (612) 604-6588
(612) 604-6497
(which copy shall not constitute notice to Borrower)
________________________
________________________
________________________
________________________
________________________
________________________
Funding Lender Representative and AMERICA FIRST MULTIFAMILY INVESTORS, LP
Funding Lender (during 14301 FNB Parkway, Suite 211
Construction Phase): Omaha, NE 68154
Attn: ____________________
Facsimile: ________________
with a copy to: KUTAK ROCK LLP
8601 North Scottsdale Road
Suite 300
Scottsdale, AZ 85253-2738
Attn: Tim Nash, Esq.
Email: Tim.Nash@KutakRock.com
Facsimile: (480) 429-4882
60
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Attachment B
Servicer or Financial Monitor GREYSTONE SERVICING COMPANY LLC
(during Construction Phase): ________________________
________________________
________________________
Attn: ____________________
Facsimile: ________________
with a copy to: KUTAK ROCK LLP
________________________
________________________
________________________
Attn: ____________________
Email:
Facsimile: ________________
Funding Lender Representative GREYSTONE SERVICING COMPANY LLC
(from Conversion Date to Freddie \[1100 Abernathy Rd. NE\]
Mac Purchase Date): \[Building 500, Suite 900\]
\[Atlanta, GA 30328\]
\[Attention: Senior Managing Director\]
\[Email: jenglund@greystoneusa.com\]
\[Telephone: (770) 293-9340\]
Servicer (as of Freddie Mac GREYSTONE SERVICING COMPANY LLC
Purchase Date): \[1100 Abernathy Rd. NE\]
\[Building 500, Suite 900\]
\[Atlanta, GA 30328\]
\[Attention: Senior Managing Director\]
\[Email: jenglund@greystoneusa.com\]
\[Telephone: (770) 293-9340\]
Funding Lender FEDERAL HOME LOAN MORTGAGE
Representative/Funding Lender (as CORPORATION
of Freddie Mac Purchase Date): 8100 Jones Branch Drive, MS B4P
McLean, VA 22102
Attention: Multifamily Operations Î Loan Accounting
Email: mfla@freddiemac.com
Telephone: (703) 714-4177
61
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Attachment B
with a copy to: FEDERAL HOME LOAN MORTGAGE
CORPORATION
8200 Jones Branch Drive, MS 210
McLean, VA 22102
Attention: Managing Associate General Counsel Î
Multifamily Legal Division
Email: joshua_schonfeld@freddiemac.com
Telephone: (703) 903-2000
A duplicate copy of each notice or other communication given hereunder by any party to the
Servicer or during the Construction Phase, the Financial Monitor shall also be given to the Funding
Lender Representative and by any party to the Funding Lender Representative to the Servicer and
during the Construction Phase, the Financial Monitor.
The Fiscal Agent agrees to accept and act upon Electronic Notice of written instructions and/or
directions pursuant to this Funding Loan Agreement.
(b) The Fiscal Agent shall provide to the Funding Lender Representative, the Servicer,
and during the Construction Phase, the Financial Monitor (i) prompt notice of the occurrence of
any Event of Default pursuant to Section 6.01 hereof and (ii) any written information or other
written communication received by the Fiscal Agent hereunder within ten (10) Business Days of
receiving a written request from the Funding Lender Representative and the Servicer for any such
information or other communication.
Section 11.05 Funding Lender Representative.
(a) The Initial Funding Lender is the initial Funding Lender Representative with
respect to the Governmental Note. Upon the Conversion Date, the Freddie Mac Seller/Servicer
shall become the Funding Lender Representative and upon the Freddie Mac Purchase Date,
Freddie Mac shall become the Funding Lender Representative. The Funding Lender
Representative shall be entitled to all the rights and privileges of the Funding Lender hereunder
and under the other Financing Documents.
(b) The Funding Lender Representative may provide written notice to the Fiscal Agent
designating particular individuals or Persons authorized to execute any consent, waiver, approval,
direction or other instrument on behalf of the Funding Lender Representative, and such notice may
be amended or rescinded by the Funding Lender Representative at any time by subsequent written
notice. The Funding Lender Representative may be removed and a successor appointed by a
written notice in the form of Exhibit B hereto given by the Funding Lender to the Fiscal Agent,
the Governmental Lender, the Servicer, the Borrower, and during the Construction Phase, the
Financial Monitor. The removal and reappointment shall be effective immediately upon receipt
of such notice by the Fiscal Agent. The Funding Lender may appoint any Person to act as Funding
Lender Representative, including, without limitation, the Servicer, and during the Construction
Phase, the Financial Monitor. If, for any reason, a Funding Lender Representative resigns by
written notice provided to the Fiscal Agent, the Funding Lender, the Governmental Lender, the
Servicer, the Borrower, and during the Construction Phase, the Financial Monitor, all references
to Funding Lender Representative herein and in the other Financing Documents shall be deemed
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to refer to the Funding Lender until a successor Funding Lender Representative is appointed by
the Funding Lender.
(c) Whenever pursuant to this Funding Loan Agreement or any other Financing
Document, the Funding Lender Representative exercises any right given to it to approve or
disapprove, any arrangement or term hereof, the decision of the Funding Lender Representative to
approve or disapprove or to decide whether arrangements or terms are acceptable or not acceptable
shall be in the sole discretion of the Funding Lender Representative, except as otherwise
specifically indicated.
(d) Each Funding Lender, by their purchase or other acquisition of the Funding Loan,
shall be deemed to have acknowledged and agreed to the provisions of this Funding Loan
Agreement and the other Financing Documents with respect to the Funding Lender Representative
and the rights and privileges thereof, including but not limited to the right to control all remedies
in respect of the Governmental Note and the Loans.
Section 11.06 Payments Due on Non-Business Days. In any case where a date of
payment with respect to the Funding Loan shall be a day other than a Business Day, then such
payment need not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on such date, and no interest shall accrue for the period
after such date provided that payment is made on such next succeeding Business Day.
Section 11.07 Counterparts. This Funding Loan Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 11.08 Laws Governing Funding Loan Agreement . The effect and meanings of
this Funding Loan Agreement and the rights of all parties hereunder shall be governed by, and
construed according to, the internal laws of the State without regard to conflicts of laws principles.
Section 11.09 No Recourse. No recourse under or upon any obligation, covenant or
agreement contained in this Funding Loan Agreement or in the Governmental Note shall be had
against any member, officer, commissioner, director or employee (past, present or future) of the
Governmental Lender, either directly or through the Governmental Lender or its governing body
or otherwise, for the payment for or to the Governmental Lender or any receiver thereof, or for or
to the Funding Lender, or otherwise, of any sum that may be due and unpaid by the Governmental
Lender or its governing body upon the Governmental Note. Any and all personal liability of every
nature whether at common law or in equity or by statute or by constitution or otherwise of any
such member, officer, commissioner, director or employee, as such, to respond by reason of any
act of omission on his/her part or otherwise, for the payment for or to the Funding Lender or
otherwise of any sum that may remain due and unpaid with respect to the Funding Loan hereby
secured is, by the acceptance hereof, expressly waived and released as a condition of and in
consideration for the execution of this Funding Loan Agreement and the delivery of the
Governmental Note.
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Attachment B
Section 11.10 Successors and Assigns. All the covenants and representations contained
in this Funding Loan Agreement by or on behalf of the parties hereto shall bind and inure to the
benefit of their successors and assigns, whether so expressed or not.
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Attachment B
IN WITNESS WHEREOF, the Governmental Lender, the Initial Funding Lender, and
the Fiscal Agent have caused this Funding Loan Agreement to be executed and delivered by duly
authorized officers thereof as of the day and year first written above.
CITY OF ROSEVILLE, MINNESOTA
By: ____________________________________
Its Mayor
By: ____________________________________
Its City Manager
\[Signature page to Funding Loan Agreement (Twin Lakes Family Apartments Project)\]
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Attachment B
AMERICA FIRST MULTIFAMILY
INVESTORS, LP, as Initial Funding Lender
By: ____________________________________
Name: _________________________________
Title: ____________________________
\[Signature page to Funding Loan Agreement (Twin Lakes Family Apartments Project)\]
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Attachment B
U. S. BANK NATIONAL ASSOCIATION, as
Fiscal Agent
By: ____________________________________
Its: ____________________________________
\[Signature page to Funding Loan Agreement (Twin Lakes Family Apartments Project)\]
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Attachment B
EXHIBIT A
FORM OF GOVERNMENTAL NOTE
BY ITS ACQUISITION HEREOF, \[ATAX, AS BENEFICIAL OWNER OF THIS NOTE
WHILE HELD IN THE NAME OF ITS CUSTODIAN,\] \[THE HOLDER OF THIS NOTE\]
AGREES (A) THAT (I) IF APPLICABLE, IT HAS EXECUTED THE REQUIRED
TRANSFEREE REPRESENTATIONS IN SUBSTANTIALLY THE FORM REQUIRED
BY THE FUNDING LOAN AGREEMENT AND (II) THAT IT WILL NOT SELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT AS PROVIDED IN THE FUNDING
LOAN AGREEMENT, AND (B) THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
MULTIFAMILY NOTE
with designation as:
City of Roseville, Minnesota
Multifamily Housing Revenue Refunding Note
(Twin Lakes Family Apartments Project)
Series 2020
Up to US $34,000,000.00 June ___, 2020
FOR VALUE RECEIVED, the undersigned, the City of Roseville, Minnesota, a statutory
city, municipal corporation, and political subdivision duly organized and existing under the
Constitution and laws of the State of Minnesota (the Ð Obligor Ñ), promises to pay (but solely from
the sources and in the manner provided for in the Funding Loan Agreement referenced below) to
or on the order of \[U.S. Bank National Association, as custodian to and for the exclusive benefit
of\] America First Multifamily Investors, LP, a Delaware limited partnership, as the Initial Funding
Lender as defined in the hereinafter described Funding Loan Agreement (the Ð Funding Lender Ñ),
the maximum principal sum of Thirty Four Million and 00/100 Dollars (US $34,000,000.00), plus
Prepayment Premium, if any, and interest thereon and to pay the other amounts owing from time
to time hereunder, all as set forth below.
This Multifamily Note with designation as Multifamily Housing Revenue Refunding Note
(Twin Lakes Family Apartments Project), Series 2020 (this Ð Note Ñ) is being delivered pursuant to
that certain Funding Loan Agreement, dated as of June 1, 2020 (together with any and all
amendments, modifications, supplements and restatements, the Ð Funding Loan Agreement Ñ),
among the Funding Lender, the Obligor and U.S. Bank National Association, a national banking
association, as fiscal agent (in such capacity the Ð Fiscal Agent Ñ), pursuant to which the Obligor
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Attachment B
has incurred a loan in the maximum aggregate principal amount of $34,000,000 (the Ð Funding
Loan Ñ), and this Note is entitled to the benefits of the Funding Loan Agreement and is subject to
the terms, conditions and provisions thereof. The Obligor is using the proceeds of the Funding
Loan to make a loan to Roseville Leased Housing Associates I, LLLP, a Minnesota limited liability
limited partnership (the Ð Borrower Ñ) pursuant to a Project Loan Agreement, dated as of June 1,
2020 (the Ð Project Loan Agreement Ñ), among the Obligor, the Borrower and the Fiscal Agent.
The outstanding principal balance of this Note at any time shall be an amount equal to the proceeds
of this Note advanced by the Funding Lender according to the Funding Loan Agreement and not
otherwise repaid.
1. Defined Terms. As used in this Note, (i) the term ÐFunding LenderÑ means the
registered holder of this Note, and (ii) the term ÐIndebtednessÑ means the principal of, Prepayment
Premium, if any, and interest on or any other amounts due at any time under this Note or the
Funding Loan Agreement. ÐEvent of DefaultÑ and other capitalized terms used but not defined in
this Note shall have the meanings given to such term in the Funding Loan Agreement.
2. Payments of Principal and Interest. The Obligor shall pay (but solely from the
sources and in the manner provided for in the Funding Loan Agreement) on the first calendar day
of each month commencing _____________1, 2020 interest on this Note at (i) the Construction
Phase Interest Rate during the Construction Phase and (ii) the Permanent Phase Interest Rate
during the Permanent Phase, and shall also pay interest on this Note at the foregoing rates on the
date of any optional or mandatory prepayment or acceleration of all or part of the Funding Loan
pursuant to the Funding Loan Agreement, in an amount equal to the accrued and unpaid interest
to the date of prepayment on the portion of this Note subject to prepayment (each such date for
payment an Ð Interest Payment Date Ñ). Interest shall accrue on the principal amount of this Note
which has been advanced under the Funding Loan Agreement and is outstanding as reflected on
the Record of Advances.
The Obligor shall pay (but solely from the sources and in the manner provided for in the
Funding Loan Agreement) the outstanding principal of this Note in full on June 1, 20__ (the
Ð Maturity Date Ñ) and in monthly installments on each date set forth on the Governmental Note
Amortization Schedule attached as Schedule 1 hereto in an amount equal to the corresponding
amounts set forth thereon (as such Schedule 1 may be replaced by a new Governmental Note
Amortization Schedule provided by the Freddie Mac Seller/Servicer on the Conversion Date as
provided in Section 2.01(e) of the Funding Loan Agreement) or at such earlier times and in such
amounts as may be required, in the event of an optional or mandatory prepayment or acceleration
of the Funding Loan pursuant to the Funding Loan Agreement. The outstanding principal hereof
is subject to acceleration at the time or times and under the terms and conditions, and with notice,
if any, as provided under the Funding Loan Agreement.
3. Manner of Payment. All payments under this Note shall be made in lawful
currency of the United States and in immediately available funds as provided for herein and in the
Funding Loan Agreement.
4. Application of Payments. If at any time the Funding Lender receives any amount
applicable to the Indebtedness which is less than all amounts due and payable at such time, the
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Attachment B
Funding Lender may apply that payment to amounts then due and payable in any manner and in
any order determined by the Funding Lender, in the Funding LenderÓs discretion. Neither the
Funding LenderÓs acceptance of a payment in an amount that is less than all amounts then due and
payable nor the Funding LenderÓs application of such payment shall constitute or be deemed to
constitute either a waiver of the unpaid amounts or an accord and satisfaction.
5. Security. The Indebtedness is secured by, among other things, the Pledged
Security pledged pursuant to the Funding Loan Agreement.
6. Acceleration. If an Event of Default has occurred and is continuing, the entire
unpaid principal balance, any accrued interest, and all other amounts payable under this Note shall
at once become due and payable, at the option of the Funding Lender, as governed by the Funding
Loan Agreement, without any prior notice to the Obligor (unless required by applicable law). The
Funding Lender may exercise this option to accelerate regardless of any prior forbearance.
7. Prepayment; Prepayment Premium. This Note is subject to prepayment as
specified in the Funding Loan Agreement. Prepayment Premium shall be payable as specified in
the Funding Loan Agreement.
8. Forbearance. Any forbearance by the Funding Lender in exercising any right or
remedy under this Note or any other document evidencing or securing the Funding Loan or
otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or
any other right or remedy. The acceptance by the Funding Lender of any payment after the due
date of such payment, or in an amount which is less than the required payment, shall not be a
waiver of the Funding LenderÓs right to require prompt payment when due of all other payments
or to exercise any right or remedy with respect to any failure to make prompt payment.
Enforcement by the Funding Lender of any security for the obligations under this Note shall not
constitute an election by the Funding Lender of remedies so as to preclude the exercise of any
other right or remedy available to the Funding Lender.
9. Waivers. Presentment, demand, notice of dishonor, protest, notice of acceleration,
notice of intent to demand or accelerate payment or maturity, presentment for payment, notice of
nonpayment, grace and diligence in collecting the Indebtedness are waived by the Obligor and all
endorsers and guarantors of this Note and all other third-party obligors.
10. Loan Charges. Neither this Note nor any of the other Financing Documents will
be construed to create a contract for the use, forbearance, or detention of money requiring payment
of interest at a rate greater than the rate of interest which results in the maximum amount of interest
allowed by applicable law (the Ð Maximum Interest Rate Ñ). If any applicable law limiting the
amount of interest or other charges permitted to be collected from Obligor in connection with the
Funding Loan is interpreted so that any interest or other charge provided for herein or in any other
Financing Document evidencing or securing the Funding Loan, whether considered separately or
together with other charges provided for in any such other Financing Document, violates that law,
and the Obligor is entitled to the benefit of that law, that interest or charge is hereby reduced to the
extent necessary to eliminate that violation. The amounts, if any, previously paid to Funding
Lender in excess of the permitted amounts will be applied by Funding Lender to reduce the unpaid
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Attachment B
principal balance of this Note. For the purpose of determining whether any applicable law limiting
the amount of interest or other charges permitted to be collected from Obligor has been violated,
all indebtedness that constitutes interest, as well as all other charges made in connection with the
indebtedness that constitute interest, will be deemed to be allocated and spread ratably over the
stated term of this Note. Unless otherwise required by applicable law, such allocation and
spreading will be effected in such a manner that the rate of interest so computed is uniform
throughout the stated term of this Note.
11. Governing Law. This Note shall be governed by the internal law of the State of
Minnesota (the Ð Property Jurisdiction Ñ).
12. Captions. The captions of the paragraphs of this Note are for convenience only
and shall be disregarded in construing this Note.
13. Address for Payment. All payments due under this Note shall be payable at the
principal office of the Funding Lender as designated by the Funding Lender in writing to the Fiscal
Agent and the Servicer.
14. Default Rate. So long as (a) any monthly installment under this Note remains past
due, or (b) any other Event of Default has occurred and is continuing, interest under this Note shall
accrue on the unpaid principal balance from the earlier of the due date of the first unpaid monthly
installment or the occurrence of such other Event of Default, as applicable, at the Default Rate. If
the unpaid principal balance and all accrued interest are not paid in full on the Maturity Date or on
the date of any mandatory prepayment or acceleration, the unpaid principal balance and all accrued
interest shall bear interest from the Maturity Date or such other date at the Default Rate.
15. Limited Obligation. This Note is a special, limited obligation of the Obligor
payable solely from the Pledged Security and any other revenues, funds and assets pledged under
the Funding Loan Agreement and not from any other revenues, funds or assets of the Obligor.
This Note is not a general obligation, debt or bonded indebtedness of the Obligor, the State or any
political subdivision thereof (other than of the Obligor to the limited extent set forth in the Funding
Loan Agreement) and the holder of this Note does not have the right to have any excises or taxes
levied by the Obligor, the State or any political subdivision thereof for the payment of the principal
of and any Prepayment Premium and interest on this Note. None of the Obligor, the State, or any
political subdivision of the State will be obligated to pay the principal of and the interest on this
Note or other costs incident thereto except from the Pledged Security pledged under the Funding
Loan Agreement. No provision, covenant, or agreement contained in this Note or the Funding
Loan Agreement, or any obligation herein or therein imposed upon the Obligor, or the breach
thereof, shall constitute or give rise to or impose a liability upon the Obligor (except from the
Pledged Security), or upon any of its officers, employees, or agents, or constitute a charge upon
the ObligorÓs general credit or taxing powers; provided that nothing contained herein or in the Act
impairs the rights of the Fiscal Agent to enforce the covenants made for the security of the Obligor
as provided herein and in the Act. Any recourse for a cause of action under this Note or the
Funding Loan Agreement shall be payable solely from the Pledged Security, and the agreement of
the Obligor to perform or cause the performance of the covenants and other provisions herein
referred to shall be subject at all times to the availability of revenues or other funds furnished for
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Attachment B
such purpose in accordance with the Project Loan Agreement, sufficient to pay all costs of such
performance or the enforcement thereof.
\[Signature page follows\]
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Attachment B
IN WITNESS WHEREOF, the Obligor has caused this Multifamily Note to be duly
executed in its name by the manual or facsimile signatures of the Mayor and City Manager, the
seal of the Obligor having been intentionally omitted as permitted by law, and has caused this Note
to be dated as of the date first written above.
CITY OF ROSEVILLE, MINNESOTA
By: ____________________________________
Its Mayor
By: ____________________________________
Its City Manager
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Attachment B
CERTIFICATE OF AUTHENTICATION
This Multifamily Note is issued under the provisions of and described in the
within-mentioned Funding Loan Agreement.
Date of Authentication: ____________, 2020
U.S. BANK NATIONAL ASSOCIATION, as
Fiscal Agent
By: ____________________________________
Authorized Signer
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Attachment B
SCHEDULE 1
GOVERNMENTAL NOTE AMORTIZATION SCHEDULE
\[To be provided at Conversion\] \[???\]
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Attachment B
EXHIBIT B
FORM OF NOTICE OF APPOINTMENT
OF FUNDING LENDER REPRESENTATIVE
U.S. Bank National Association, as Fiscal Agent
Corporate Trust Services
60 Livingston Avenue, 3rd Floor
EP-MN-WS3C
St. Paul, MN 55107-2292
Roseville Leased Housing Associates I, LLLP
c/o Dominium Development & Acquisition, LLC
2905 Northwest Boulevard, Suite 150
Plymouth, MN 55441-7400
City of Roseville, Minnesota
2660 Civic Center Drive
Roseville, MN 55113
America First Multifamily Investors, LP
14301 FNB Parkway, Suite 211
Omaha, NE 68154
Attn: ____________________
Re: Twin Lakes Family Apartments Project
Ladies and Gentlemen:
The undersigned is the \[beneficial owner\[ \[holder\] (the Ð Funding Lender Ñ) of the
Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments Project), Series
2020 in the maximum aggregate principal amount of $34,000,000 dated June ___, 2020 (the
Ð Governmental Note Ñ) delivered pursuant to the Funding Loan Agreement, dated as of June 1,
2020 (the Ð Funding Loan Agreement Ñ), among America First Multifamily Investors, LP, as
Initial Funding Lender (the Ð Initial Funding Lender Ñ), the City of Roseville, Minnesota (the
Ð Governmental Lender Ñ), and U.S. Bank National Association, as Fiscal Agent (the Ð Fiscal
Agent Ñ). Pursuant to Section 11.05 of the Funding Loan Agreement, you are hereby notified that,
effective immediately upon receipt of this notice by the Fiscal Agent, the Funding Lender
Representative appointed under Section 11.05 of the Funding Loan Agreement shall be
_____________________________. \[The person or entity previously appointed as Funding
Lender Representative shall upon the effectiveness of this notice no longer have any further rights
or obligations as Funding Lender Representative.\]
The following individual or individuals shall have the authority to execute any consent,
waiver, approval, direction or other instrument on behalf of the Funding Lender Representative
and the signature(s) set forth next to his/her (their) name(s) is (are) his/her (their) true and correct
signature(s).
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Attachment B
NAME SIGNATURE
Additional individuals may be given such authority by written notice to you from the
Funding Lender Representative or from the Funding Lender.
This notice is dated as of the __________________ day of ______________, ________.
\[FUNDING LENDER SIGNATURE
BLOCK\]
By:
Name:
Title:
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Attachment B
EXHIBIT C
FORM OF TRANSFEREE REPRESENTATIONS LETTER
\[To be prepared on letterhead of transferee\]
\[Date\]
City of Roseville, Minnesota
2660 Civic Center Drive
Roseville, MN 55113
U.S. Bank National Association, as Fiscal Agent
Corporate Trust Services
60 Livingston Avenue, 3rd Floor
EP-MN-WS3C
St. Paul, MN 55107-2292
Re: Twin Lakes Family Apartments Project
Ladies and Gentlemen:
The undersigned (the Ð Funding Lender Ñ) hereby acknowledges receipt of the Multifamily
Housing Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 in the
maximum aggregate principal amount of $34,000,000 dated June ___, 2020 (the Ð Governmental
Note Ñ), registered in the name of _______________ and delivered pursuant to the Funding Loan
Agreement, dated as of June 1, 2020 (the Ð Funding Loan Agreement Ñ), among America First
Multifamily Investors, LP, as Initial Funding Lender (the Ð Initial Funding Lender Ñ), the City of
Roseville, Minnesota (the Ð Governmental Lender Ñ), and U.S. Bank National Association (the
Ð Fiscal Agent Ñ). Capitalized terms used herein and not otherwise defined have the meanings
given to such terms in the Funding Loan Agreement.
In connection with the \[origination/purchase\] of the Funding Loan by the Funding Lender,
the Funding Lender hereby makes the following representations upon which you may rely:
1. The Funding Lender has authority to \[originate/purchase\] the Funding Loan and to
execute this letter, and any other instruments and documents required to be executed by the
Funding Lender in connection with the \[origination/purchase\] of the Funding Loan.
2. The Funding Lender is an Ðaccredited investorÑ under Regulation D of the
Securities Act of 1933 (the Ð Act Ñ) or a Ðqualified institutional buyerÑ under Rule 144(a) of said
Act (such Ðaccredited investorÑ or Ðqualified institutional buyerÑ, a Ð Qualified Transferee Ñ), and
therefore, has sufficient knowledge and experience in financial and business matters, including
purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the
risks and merits of the investment represented by the Funding Loan.
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3. The Funding Lender acknowledges that it is \[originating/purchasing\] the Funding
Loan for investment for its own account and not with a present view toward resale or the
distribution thereof (except as set forth below), in that it does not now intend to resell or otherwise
dispose of all or any part of its interests in the Funding Loan (except as set forth below); provided,
however, that the Funding Lender may, notwithstanding the foregoing and the terms of Paragraph
4 below, (i) grant participation interests in the Funding Loan as provided in Section 2.08 of the
Funding Loan Agreement, (ii) transfer the Funding Loan to any affiliate or other party related to
the Funding Lender that is a Qualified Transferee or (iii) sell or transfer the Funding Loan to a
special purpose entity, a trust or a custodial or similar pooling arrangement from which the Funding
Loan or securitized interests therein are not expected to be sold except to (x) owners or beneficial
owners thereof that are Qualified Transferees or (y) in circumstances where secondary market
credit enhancement is provided for such securitized interests resulting in a rating thereof of at least
ÐAÑ or better \[INSERT FOR INITIAL FUNDING LENDER TRANSFEREE
REPRESENTATION LETTER\]; provided, further, however, the Funding Lender has originated
and funded the Funding Loan with the expectation that the Funding Loan will be sold to Greystone
Servicing Company, LLC on the Conversion Date and thereafter delivered to the Federal Home
Loan Mortgage Corporation (Ð Freddie Mac Ñ) pursuant to the forward commitment, dated
_____________________, 2020 (the Ð Freddie Mac Commitment Ñ),\] \[INSERT FOR FREDDIE
MAC SELLER/SERVICER TRANSFEREE REPRESENTATION LETTER; provided, further,
however, the Funding Lender is purchasing the Funding Loan with the expectation that the
Funding Loan will be sold to the Federal Home Loan Mortgage Corporation (Ð Freddie Mac Ñ)
pursuant to the forward commitment, dated _____________________, 2020 (the Ð Freddie Mac
Commitment Ñ)\].
4. In addition to the right to sell or transfer the Funding Loan as set forth in Paragraph
3 above, the Funding Lender further acknowledges its right to sell or transfer the Funding Loan,
subject, as required under the Funding Loan Agreement, to the delivery to the Fiscal Agent of a
transferee representations letter from the transferee to substantially the same effect as this
Transferee Representations Letter or in such other form authorized by the Funding Loan
Agreement with no material revisions except as may be approved in writing by the Governmental
Lender.
5. The Funding Lender understands that the Governmental Note is not registered
under the Act and that such registration is not legally required as of the date hereof; and further
understands that the Governmental Note (a) is not being registered or otherwise qualified for sale
under the ÐBlue SkyÑ laws and regulations of any state, (b) will not be listed in any stock or other
securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in
a form which may not be readily marketable. \[Need references to Ó33 and Ó39 Acts?\]
6. The Funding Lender understands that (a) the Funding Loan is not secured by any
pledge of any moneys received or to be received from taxation by the State of Minnesota or any
political subdivision thereof and that the Governmental Lender has not pledged its full faith, credit
and taxing powers to the repayment of the Funding Loan; (b) the Funding Loan does not and will
not represent or constitute a general obligation or a pledge of the faith and credit of the
Governmental Lender, the State of Minnesota or any political subdivision thereof; and (c) the
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Attachment B
liability of the Governmental Lender with respect to the Funding Loan is limited to the Pledged
Security as set forth in the Funding Loan Agreement.
7. The Funding Lender has either been supplied with or been given access to
information, including financial statements and other financial information, which it considers
necessary to make an informed decision in connection with the \[origination/purchase\] of the
Funding Loan. The Funding Lender has not relied upon the Governmental Lender, its counsel, or
its advisors for any information in connection with its purchase of the Funding Loan.
8. The Funding Lender has made its own inquiry and analysis with respect to the
Funding Loan and the security therefor, and other material factors affecting the security and
payment of the Funding Loan. The Funding Lender is aware that the business of the Borrower
involves certain economic variables and risks that could adversely affect the security for the
Funding Loan.
9. The Funding Lender agrees to indemnify the Governmental Lender and the Fiscal
Agent from and against any and all liability, cost, or expense (including reasonable attorneysÓ
fees) that may result if the transfer is not exempt or is not made in accordance with federal and
state laws.
All agreements, representations and warranties made herein shall survive the execution and
delivery of this letter agreement and, notwithstanding any investigation heretofore or hereafter,
shall continue in full force and effect.
\[SIGNATURE BLOCK\]
By:
Name:
Title:
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Attachment B
EXHIBIT D
COSTS OF ISSUANCE REQUISITION
(Cost of Issuance Fund)
______ __, 20__
TO: U.S. Bank National Association, as Fiscal Agent
With a copy to: Greystone Servicing Company, LLC, as Financial Monitor
Re: Twin Lakes Family Apartments Project
You are requested to disburse funds from the Cost of Issuance Fund pursuant to
Section 4.13 of the Funding Loan Agreement in the amount(s), to the person(s) and for the
purpose(s) set forth in this Costs of Issuance Requisition (Cost of Issuance Fund) (the
Ð Requisition Ñ). The terms used in this requisition shall have the meaning given to those terms in
the Funding Loan Agreement, dated as of June 1, 2020 (the Ð Funding Loan Agreement Ñ), by and
among America First Multifamily Investors, LP, as Initial Funding Lender (the Ð Initial Funding
Lender Ñ), the City of Roseville, Minnesota, and U.S. Bank National Association, as Fiscal Agent,
securing the Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments
Project), Series 2020 in the maximum aggregate principal amount of $34,000,000 dated June ___,
2020 (the Ð Governmental Note Ñ).
REQUISITION NO.: _____
PAYMENT DUE TO: See attached schedule
AMOUNT TO BE DISBURSED $_______________
The undersigned, on behalf of Roseville Leased Housing Associates I, LLLP, a limited
liability limited partnership duly organized and existing under the laws of the State of Minnesota
(the Ð Borrower Ñ), certifies that:
(a) the expenditures for which money is requisitioned by this Requisition represent
proper charges against the Cost of Issuance Fund, have not been included in any previous
requisition and are set forth in the schedule attached to this Requisition, with invoices attached for
any sums for which reimbursement is requested; and
(b) the money requisitioned is not greater than that necessary to meet obligations due
and payable or to reimburse the applicable party for funds actually advanced for Costs of Issuance.
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Attachment B
Attached to this Requisition is a schedule, together with copies of invoices or bills of sale
covering all items for which payment is being requested.
ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLLP, a Minnesota limited
liability limited partnership
By: ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLC, a Delaware
limited liability company, its General
Partner
By:
Name:
Title:
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Attachment B
EXHIBIT E
PROJECT LOAN FUND REQUISITION
(Project Loan Fund)
______ __, 20__
TO: U.S. Bank National Association, as Fiscal Agent
With a copy to: Greystone Servicing Company, LLC, as Financial Monitor
Re: Twin Lakes Family Apartments Project
You are requested to disburse funds from the Project Loan Fund pursuant to Section 4.02
of the Funding Loan Agreement in the amount(s), to the person(s) and for the purpose(s) set forth
in this Project Loan Fund Requisition (Project Loan Fund) (the Ð Requisition Ñ). The terms used
in this requisition shall have the meaning given to those terms in the Funding Loan Agreement,
dated as of June 1, 2020 (the Ð Funding Loan Agreement Ñ), by and among America First
Multifamily Investors, LP, in its capacity as Initial Funding Lender (the Ð Initial Funding
Lender Ñ), the City of Roseville, Minnesota (the Ð Governmental Lender Ñ), and U.S. Bank
National Association, as Fiscal Agent (the Ð Fiscal Agent Ñ), securing the Multifamily Housing
Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 in the maximum
aggregate principal amount of $34,000,000 dated June ___, 2020 (the Ð Governmental Note Ñ).
REQUISITION NO.: _____
PAYMENT DUE TO: See attached schedule
AMOUNT TO BE DISBURSED $__________ from the Project Account
$__________ from the Borrower Equity Account
The undersigned, the duly chosen, qualified, and acting representative of Roseville Leased
Housing Associates I, LLC, a Delaware limited liability company, the general partner (the
Ð General Partner Ñ) of Roseville Leased Housing Associates I, LLLP, a Minnesota limited
liability limited partnership (the Ð Borrower Ñ), on behalf of the borrower hereby represents and
warrants that the following information and certifications provided in connection with this
Requisition are true and correct as of the date hereof and authorizes Servicer to submit this
Requisition to the Fiscal Agent on behalf of Borrower:
1. Purposes for which disbursement is requested are specified in the attached
schedule.
2. Party or parties to whom the disbursements shall be made are specified in the
attached schedule (may be the undersigned in the case of reimbursement for
advances and payments made or cost incurred for work done by the undersigned);
provided, that no reimbursement shall be made for advances and payments made
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Attachment B
prior to May 16, 2019 (which is the date that is 60 days prior to the date that the
Governmental Lender declared its official intent to reimburse expenditures related
to the Project as permitted under Section 1.150-2(d) of the Treasury Regulations).
3. The undersigned certifies that:
a. the conditions precedent to disbursement set forth in the Construction
Continuing Covenant Agreement have been satisfied;
b. the disbursement requested pursuant to this Requisition will be used solely
to pay a cost or costs allowable under the Funding Loan Agreement and the
Construction Continuing Covenant Agreement;
c. none of the items for which disbursement is requested pursuant to this
Requisition has formed the basis for any disbursement previously made
from the Project Loan Fund and all such items have been properly recorded
in BorrowerÓs books and are set forth on the schedule attached hereto,
along with paid invoices attached for any sum for which reimbursement is
requested and invoices or bills of sales for all other items;
d. all labor and materials for which disbursements have been requested have
been incorporated into the Project in accordance with reasonable and
standard building practices, the Construction Continuing Covenant
Agreement and all applicable laws, ordinances, rules and regulations of
any governmental authority having jurisdiction over the Project;
e. the materials, supplies and equipment furnished or installed for the
Improvements are not subject to any lien or security interest or that the
funds to be disbursed pursuant to this Requisition are to be used to satisfy
any such lien or security interest;
f. all of the funds being requisitioned are being used in compliance with all
tax covenants set forth in the Funding Loan Agreement, the Project Loan
Agreement, the Tax Regulatory Agreement and the Tax Certificate,
including that none of the proceeds of the Funding Loan evidenced by the
Governmental Note (including investment earnings thereon) will be used to
provide an airplane, a skybox or any other private luxury box, any facility
primarily used for gambling, health club facility or any store the principal
business of which is the sale of alcoholic beverages for consumption off
premises;
g. with respect to amounts from the Project Account of the Project Loan Fund,
not less than 95% of the sum of:
(A) the amounts requisitioned by this Requisition; plus
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Attachment B
(B) all amounts previously requisitioned and disbursed from the Project
Account of the Project Loan Fund;
have been or will be applied by Borrower to pay the Costs of the Project;
h. Borrower is not in default under the Project Loan Agreement, the
Construction Continuing Covenant Agreement or any other Project Loan
Document to which it is a party and nothing has occurred to the knowledge
of Borrower that would prevent the performance of its obligations under
such documents;
i. no amounts being requisitioned hereby will be used to pay, or reimburse,
any Costs of Issuance incurred in connection with the delivery of the
Governmental Note or pay debt service with respect to the Loans; and
j. Funds deposited with Borrower for further disbursement to third parties
shall be paid to such third parties by check dated the date of such deposit
and Borrower reasonably expects such funds will be disbursed from its
account within five Business Days of such deposit.
\[Following items may not be required for Initial Disbursement\]
4. Estimated costs of completing the uncompleted construction as of the date of this
Requisition: _________________________.
5. Percent of construction completed as of the date this request: ________%
IN WITNESS WHEREOF, the undersigned has executed this Project Loan Fund
Requisition (Project Loan Fund) as of the day and date first above written.
ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLLP, a Minnesota limited
liability limited partnership
By: ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLC, a Delaware
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Attachment B
limited liability company, its General
Partner
By:
Name:
Title:
APPROVED:
GREYSTONE SERVICING COMPANY, LLC, as financial monitor during the Construction
Phase
By:
Name:
Title:
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Attachment B
EXHIBIT F
CONSTRUCTION PHASE INTEREST RATE
\[The ÐConstruction Phase Interest RateÑ means an adjustable annual rate of interest PER ANNUM
(the ÐSIFMA RateÑ) that shall be determined by the Initial Funding Lender (whether directly or
acting by and through the Financial Monitor) weekly, on each Wednesday of each week (or if any
Wednesday is not a Business Day, the immediately succeeding Business Day), to be equal to the
sum of the SIFMA Index in effect on such Wednesday (or immediately succeeding Business Day,
as applicable), plus the SIFMA Spread, with any such SIFMA Rate to remain fixed from the
Thursday of each week until the next weekly adjustment date.\] \[Interest at the Construction Phase
Interest Rate shall accrue from the Delivery Date and be computed as aforesaid on the basis of a
365-day year (366 days in a leap year) for the actual days elapsed.\]
Words with initial capital letter used in this Exhibit F and not defined herein shall has the respective
meanings assigned thereto in the Funding Loan Agreement. For the purposes hereof:
\[ÐCompletion DateÑ shall have the meaning assigned to such term in the Construction Continuing
Covenant Agreement.\]
\[ÐSIFMA IndexÑ shall mean as of any date of determination, the greater of (i) zero percent (0.0%),
and (ii) the level of the index which is compiled weekly by Municipal Market Data and which
meets specific criteria established from time to time by the Securities Industry and Financial
Markets Association for interest rate resets of tax exempt variable rate issues included in the
database maintained thereby and issued on Wednesday of each week, or if any Wednesday is not
a Business Day, the immediately succeeding Business Day; provided that, if the SIFMA Index is
no longer published or available, then ÐSIFMA IndexÑ for purposes of the Governmental Note
shall mean a reasonably equivalent substitute index as determined by the Initial Funding Lender
(whether directly or acting by and through the Financial Monitor), acting in its sole and absolute
discretion but in good faith, to approximate weekly interest rates then applicable to tax exempt
state and local government loans of similar tenor, terms and credit quality as the Governmental
Note; and provided further that, in connection with selecting such a reasonably equivalent
substitute index, the Initial Funding Lender (whether directly or acting by and through the
Financial Monitor) shall be entitled (but not required) to the request and receive (at the sole cost
and expense of the Borrower) a no adverse effect opinion of Bond Counsel with respect to interest
earned on the Governmental Loan.\]
\[ÐSIFMA SpreadÑ shall mean (i) from the Delivery Date to but not including the \[Completion
Date\], _____ basis points to be expressed as a percentage equal to _____ percent (____%), and (ii)
from and after the \[Completion Date\] to the \[Mandatory Prepayment Date of this Governmental
Note\], _____ basis points to be expressed as a percentage equal to _____ percent (____%).\]
\[The SIFMA Rate shall be subject to adjustment by Initial Funding Lender as set forth in the
Project Note.\]
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Attachment C
PROJECT LOAN AGREEMENT
among
CITY OF ROSEVILLE, MINNESOTA,
as Governmental Lender
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
and
ROSEVILLE LEASED HOUSING ASSOCIATES I, LLLP,
as Borrower
Relating to
TWIN LAKES FAMILY APARTMENTS
1717 and 1743 County Road C West, Roseville, Minnesota
Maximum Project Loan Principal Amount: $34,000,000
Dated as of June 1, 2020
All of the right, title and interest of the City of Roseville, Minnesota (except for its
Unassigned Rights) in and to this Project Loan Agreement are being assigned to U.S. Bank
National Association, as Fiscal Agent, as security for the Funding Loan made pursuant to that
certain Funding Loan Agreement, dated as of June 1, 2020, by and among the Governmental
Lender, the Initial Funding Lender named therein, and the Fiscal Agent.
This instrument was drafted by:
Taft Stettinius & Hollister LLP (CJC)
th
Street, Suite 2200
80 South 8
Minneapolis, MN 55402
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Attachment C
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .................................................................................................... 3
Section 1.01 Definitions ................................................................................... 3
Section 1.02 Interpretation ............................................................................... 4
ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS ......................... 4
Section 2.01 Representations, Warranties and Covenants of the
Governmental Lender .................................................................. 4
Section 2.02 Representations, Warranties and Covenants of the
Borrower ...................................................................................... 6
Section 2.03 Representations and Warranties of the Fiscal Agent ................. 10
Section 2.04 Arbitrage and Rebate Fund Calculations ................................... 11
Section 2.05 Tax Covenants of the Borrower ................................................ 11
ARTICLE III THE PROJECT LOAN ..................................................................................... 13
Section 3.01 Conditions to Funding the Project Loan .................................... 13
Section 3.02 Terms of the Project Loan; Servicing ........................................ 14
Section 3.03 Deposits ..................................................................................... 15
Section 3.04 Assignment to Fiscal Agent ....................................................... 16
Section 3.05 Investment of Funds .................................................................. 16
Section 3.06 Damage; Destruction and Eminent Domain .............................. 16
Section 3.07 Enforcement of Financing Documents ...................................... 16
ARTICLE IV LOAN PAYMENTS ......................................................................................... 16
Section 4.01 Payments Under the Project Note; Independent Obligation
of Borrower ............................................................................... 16
Section 4.02 Additional Payments Under the Project Note and this
Project Loan Agreement ............................................................ 18
Section 4.03 Payments to Rebate Fund .......................................................... 20
Section 4.04 Prepayment ................................................................................ 20
Section 4.05 BorrowerÓs Obligations Upon Prepayment ............................... 21
Section 4.06 Limits on Personal Liability ...................................................... 21
ARTICLE V SPECIAL COVENANTS OF BORROWER .................................................... 22
Section 5.01 Performance of Obligations ....................................................... 22
Section 5.02 Compliance with Applicable Laws ........................................... 22
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Attachment C
TABLE OF CONTENTS
(continued)
Page
Section 5.03 Funding Loan Agreement Provisions ........................................ 22
Section 5.04 Reserved .................................................................................... 22
Section 5.05 Borrower to Maintain Its Existence; Certification of No
Default ....................................................................................... 22
Section 5.06 Borrower to Remain Qualified in State and Appoint
Agent ......................................................................................... 22
Section 5.07 Sale or Other Transfer of Project ............................................... 22
Section 5.08 Right to Perform BorrowerÓs Obligations ................................. 23
Section 5.09 Notice of Certain Events ........................................................... 23
Section 5.10 Survival of Covenants ............................................................... 23
Section 5.11 Access to Project; Records ........................................................ 23
Section 5.12 Tax Regulatory Agreement ....................................................... 23
Section 5.13 Damage, Destruction and Condemnation .................................. 24
Section 5.14 Obligation of the Borrower To Construct the Project ............... 24
Section 5.15 Filing of Financing Statements .................................................. 24
ARTICLE VI INDEMNIFICATION ....................................................................................... 25
Section 6.01 Indemnification .......................................................................... 25
Section 6.02 Limitation With Respect to the Funding Lender ....................... 27
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES .................................................... 27
Section 7.01 Events of Default ....................................................................... 27
Section 7.02 Remedies on Default ................................................................. 28
Section 7.03 No Remedy Exclusive ............................................................... 29
Section 7.04 Agreement to Pay AttorneysÓ Fees and Expenses ..................... 30
Section 7.05 No Additional Waiver Implied by One Waiver ........................ 30
Section 7.06 Control of Proceedings .............................................................. 30
Section 7.07 Assumption of Obligations ........................................................ 31
ARTICLE VIII MISCELLANEOUS .......................................................................................... 32
Section 8.01 Notices ....................................................................................... 32
Section 8.02 Concerning Successors and Assigns ......................................... 33
Section 8.03 Governing Law .......................................................................... 33
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12502464v3
Attachment C
TABLE OF CONTENTS
(continued)
Page
Section 8.04 Modifications in Writing ........................................................... 33
Section 8.05 Further Assurances and Corrective Instruments ........................ 33
Section 8.06 Captions ..................................................................................... 33
Section 8.07 Severability ................................................................................ 33
Section 8.08 Counterparts .............................................................................. 33
Section 8.09 Amounts Remaining in Loan Payment Fund or Other
Funds ......................................................................................... 34
Section 8.10 Effective Date and Term ........................................................... 34
Section 8.11 Cross References ....................................................................... 34
Section 8.12 Funding Lender Representative and Servicer as Third-
Party Beneficiaries ..................................................................... 34
Section 8.13 Reserved .................................................................................... 34
Section 8.14 Non-Liability of Governmental Lender ..................................... 34
Section 8.15 No Liability of Officers ............................................................. 35
Section 8.16 Capacity of the Fiscal Agent ..................................................... 35
Section 8.17 Reliance ..................................................................................... 35
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12502464v3
Attachment C
PROJECT LOAN AGREEMENT
THIS PROJECT LOAN AGREEMENT (together with all amendments hereto, this
Ð Project Loan Agreement Ñ) is made and entered into as of June 1, 2020 by and among the CITY
OF ROSEVILLE, MINNESOTA (the Ð Governmental Lender Ñ), a statutory city, municipal
corporation, and political subdivision duly organized and existing under the Constitution and laws
of the State of Minnesota (the Ð State Ñ), U.S. BANK NATIONAL ASSOCIATION, a national
banking association, duly organized and existing under the laws of the United States, as Fiscal
Agent (together with any successor Fiscal Agents appointed under the Funding Loan Agreement,
the Ð Fiscal Agent Ñ), and ROSEVILLE LEASED HOUSING ASSOCIATES I, LLLP, a limited
liability limited partnership duly organized and existing under the laws of the State (together with
its successors and assigns permitted hereunder, the Ð Borrower Ñ). Capitalized terms are defined
in Section 1.01 of this Project Loan Agreement or in the Funding Loan Agreement (hereinafter
defined).
RECITALS
A. On November 25, 2019, pursuant to Minnesota Statutes, Chapter 462C, as amended
(the Ð Act Ñ), the Governmental Lender issued its Multifamily Housing Revenue Note (Twin Lakes
Family Apartments Project), Series 2019 (the Ð Prior Note Ñ), in the original aggregate principal
amount of $4,346,852, and loaned the proceeds thereof to the Borrower, for the purpose of
providing short-term financing for the acquisition, construction, and equipping a 228-unit
multifamily housing rental development located at 1717 and 1743 County Road C West, Roseville,
Minnesota to be known as Twin Lakes Family Apartments (the Ð Project Ñ).
B. Pursuant to the Act and this Project Loan Agreement, at the BorrowerÓs request,
the Governmental Lender is agreeing to make a mortgage loan to the Borrower in the maximum
aggregate principal amount of $34,000,000 (the Ð Project Loan Ñ) to (i) refund the Prior Note and
(ii) provide for the financing of the Project.
C. The Governmental Lender is making the Project Loan to the Borrower with the
proceeds received from the loan in the maximum aggregate principal amount of $34,000,000 (the
Ð Funding Loan Ñ and together with the Project Loan, the Ð Loans Ñ) made to the Governmental
Lender pursuant to the Funding Loan Agreement (the Ð Funding Loan Agreement Ñ), by and
among America First Multifamily Investors, LP, a Delaware limited partnership, in its capacity as
Initial Funding Lender (the Ð Initial Funding Lender Ñ), the Governmental Lender, and the Fiscal
Agent. The Funding Loan is evidenced by the Governmental LenderÓs Multifamily Note with
designation as Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments
Project), Series 2020 (the Ð Governmental Note Ñ) dated June ___, 2020 (together with all riders
and addenda thereto), and delivered by the Governmental Lender to the Initial Funding Lender.
D. The Initial Funding Lender, pursuant to the terms and subject to the conditions of
the Funding Loan Agreement, the Construction Phase Financing Agreement, and the Construction
Continuing Covenant Agreement, has agreed to originate and fund an initial advance of the
Funding Loan to the Governmental Lender, which proceeds of the Funding Loan will be used by
the Governmental Lender to fund the Project Loan to the Borrower pursuant to this Project Loan
Agreement. Thereafter, the Funding Loan will be advanced on a draw-down basis. The Initial
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12502464v3
Attachment C
Funding Lender will administer the Loans during the Construction Phase in accordance with the
Financing Documents.
E. The Borrower has agreed to use the proceeds of the Project Loan to refund the Prior
Note and to use the remaining proceeds of the Prior Note (which will be treated as proceeds of the
Project Loan) and the remaining proceeds of the Governmental Note to finance the acquisition,
construction, and equipping of the Project and to pay certain closing costs with respect to the
Loans.
F. The BorrowerÓs repayment obligations in respect of the Project Loan will be
evidenced by the Multifamily Note (the ÐProject Note Ñ) dated June ___, 2020 (together with all
riders and modifications thereto), delivered to the Governmental Lender, which Project Note will
be endorsed by the Governmental Lender to the Fiscal Agent as security for the Funding Loan.
G. To secure the BorrowerÓs obligations under the Project Note, the Borrower will
execute and deliver to the Governmental Lender (i) a Mortgage, Security Agreement and Fixture
Financing Statement and (ii) an Assignment of Leases and Rents, each dated as of the date hereof
(collectively, the Ð Security Instrument Ñ), with respect to the Project, which Security Instrument
will be assigned by the Governmental Lender to the Fiscal Agent as security for the Funding Loan.
H. The Federal Home Loan Mortgage Corporation, a shareholder-owned government-
sponsored enterprise (Ð Freddie Mac Ñ), has entered into a commitment with Greystone Servicing
Company, LLC (the Ð Freddie Mac Seller/Servicer Ñ), dated ________________, 2020 (the
Ð Freddie Mac Commitment Ñ), whereby Freddie Mac has committed, subject to the satisfaction
of the Conditions to Conversion set forth in the Construction Phase Financing Agreement on or
before the Forward Commitment Maturity Date, to facilitate the financing of the Project in the
Permanent Phase by purchasing the Funding Loan from the Freddie Mac Seller/Servicer following
the Conversion Date.
I. If the Conditions to Conversion are satisfied on or before the Forward Commitment
Maturity Date as provided for in the Freddie Mac Commitment and the Construction Phase
Financing Agreement, the Project Loan will convert from the Construction Phase to the Permanent
Phase on the Conversion Date and, on such Conversion Date, the Initial Funding Lender shall
deliver, and the Freddie Mac Seller/Servicer shall purchase, the Funding Loan, as evidenced by
the Governmental Note. If the Conditions to Conversion are not satisfied on or before the Forward
Commitment Maturity Date, the Project Loan will not convert from the Construction Phase to the
Permanent Phase, and neither the Freddie Mac Seller/Servicer nor Freddie Mac will have any
obligation with respect to the purchase of the Funding Loan and the Initial Funding Lender will
remain the owner of the Funding Loan as evidenced by the Governmental Note.
J. As a Condition to Conversion, the Project Note and the Security Instrument are
required to be amended and restated and the Borrower is required to enter into a Continuing
Covenant Agreement with the Freddie Mac Seller/Servicer (the Ð Freddie Mac Continuing
Covenant Agreement Ñ), in each case pursuant to the forms attached to the Construction Phase
Financing Agreement.
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Attachment C
K. If the Conditions to Conversion are satisfied and the Funding Loan is purchased by
the Freddie Mac Seller/Servicer on the Conversion Date as set forth above, the Freddie Mac
Seller/Servicer shall deliver the Funding Loan to Freddie Mac for purchase pursuant to the terms
of the Freddie Mac Commitment and the Guide (such date of purchase by Freddie Mac being
referred to as the Ð Freddie Mac Purchase Date Ñ).
L. Upon the occurrence of the Freddie Mac Purchase Date, the Freddie Mac
Seller/Servicer will assign to Freddie Mac all of its rights and interest in the Funding Loan, the
Governmental Note, the Funding Loan Agreement, the Freddie Mac Continuing Covenant
Agreement and the other Financing Documents. The Freddie Mac Seller/Servicer will act as
Servicer for the Loans on behalf of Freddie Mac, as Funding Lender, on and after the Freddie Mac
Purchase Date.
NOW, THEREFORE, for and in consideration of the mutual covenants and
representations hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. All words and phrases (except for Event of Default) defined
in the Funding Loan Agreement and the Continuing Covenant Agreement shall have the same
meanings for the purposes of this Project Loan Agreement. In addition to the words and phrases
defined in the Funding Loan Agreement, the Continuing Covenant Agreement, and elsewhere
herein, the following words and phrases shall have the following meanings:
ÐEvent of DefaultÑ means any of those events specified in and defined by the applicable
provisions of Article VII hereof to constitute an event of default.
ÐFee ComponentÑ means the regular, ongoing fees due from time to time to the
Governmental Lender, the Fiscal Agent and the Rebate Analyst, if any, expressed as a flat, fixed
amount or in terms of a percentage of the unpaid principal amount of the Funding Loan on an
annual basis.
Ð Financial Monitor Ñ means during the Construction Phase, Greystone Servicing Company,
LLC, as financial monitor under the Financial Monitoring Agreement, of even date herewith,
between the Borrower and Financial Monitor (as the same may be amended or supplemented, the
Ð Financial Monitoring Agreement.Ñ
ÐPrior LenderÑ means Bridgewater Bank, a Minnesota banking corporation, as the
purchaser and sole holder of all legal and beneficial interests in, to and under the Prior Note.
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Attachment C
ÐPrior NoteÑ means the Governmental LenderÓs Multifamily Housing Revenue Note
(Twin Lakes Family Apartments Project) Series 2019, with an original issue date of November 25,
2019, in the original principal amount of $4,346,852.
ÐProject Loan PaymentÑ means each payment of the Project Loan on each Project Loan
Payment Date pursuant to the Project Note and this Project Loan Agreement.
Ð Project Loan Payment Date Ñ means (A) the first day of each calendar month,
commencing ___________ 1, 2020, or (B) any other date on which the Project Loan is prepaid or
paid, whether at scheduled maturity or upon prepayment or acceleration of the maturity thereof;
provided, however, that if a Project Loan Payment Date is not a Business Day, payment shall be
made on the first Business Day following such Project Loan Payment Date.
ÐProject Note Amortization Schedule Ñ means the Project Note Amortization Schedule to
be attached as Schedule 1 to the Project Note on the Conversion Date.
ÐServicing FeeÑ means, \[during the (i) Construction Phase, the fees payable to
Greystone Servicing Company, LLC, as servicer under the Servicing Agreement (as defined
in the Construction Continuing Covenant Agreement), and (ii)\] OR \[(i) during the
Construction Phase, the fee payable to the Servicer in connection with the servicing of the
Project Loan and the Funding Loan payable monthly in an amount equal to one twelfth of
\[_______\]% of the outstanding principal balance of the Project Loan, computed on the basis
of a \[360-day year of twelve (12) thirty (30) day months\], and (ii)\] Permanent Phase, the
ordinary fee payable to the Servicer in connection with the servicing of the Project Loan and the
Funding Loan payable monthly in an amount equal to one twelfth of 0.10% of the outstanding
principal balance of the Project Loan, computed on the basis of a 360-day year \[consisting of
twelve (12) thirty (30) day months\[ \[and the actual number of days elapsed.\].
ÐTaxesÑ means all taxes, water rents, sewer rents, assessments and other governmental or
municipal or public or private dues, fees, charges and levies and any liens (including federal tax
liens) which are or may be levied, imposed or assessed upon the Project or any part thereof, or
upon any leases pertaining thereto, or upon the rents, issues, income or profits thereof, whether
any or all of the aforementioned be levied directly or indirectly or as excise taxes or as income
taxes.
Section 1.02 Interpretation. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Words importing the
singular number shall include the plural number and vice versa unless the context shall otherwise
indicate. Words importing persons include firms, partnerships, limited liability companies, joint
ventures, associations and corporations. References to Articles, Sections and other subdivisions
of this Project Loan Agreement are the Articles, sections and other subdivisions of this Project
Loan Agreement as originally executed.
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Attachment C
The terms Ðherein,Ñ Ðhereunder,Ñ Ðhereby,Ñ Ðhereto,Ñ ÐhereofÑ and any similar terms refer
to this Project Loan Agreement; the term ÐheretoforeÑ means before the date of execution of this
Project Loan Agreement; and the term ÐhereafterÑ means after the date of execution of this Project
Loan Agreement.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 2.01 Representations, Warranties and Covenants of the Governmental Lender.
The Governmental Lender makes the following representations, warranties and covenants for the
benefit of the Borrower, the Fiscal Agent, the Funding Lender, the Financial Monitor and the
Servicer:
(a) The Governmental Lender is a statutory city, municipal corporation, and political
subdivision duly organized and existing under the Constitution and laws of the State.
(b) The Governmental Lender has all necessary power and authority to incur the
indebtedness of the Funding Loan evidenced by the Governmental Note and to make the Project
Loan from the proceeds thereof, and to execute, and deliver this Project Loan Agreement, the
Funding Loan Agreement, and the other Financing Documents to which it is a party, and to perform
its duties and discharge its obligations hereunder and thereunder.
(c) The Governmental Lender has taken all action on its part to incur the Funding Loan
evidenced by the Governmental Note and make the Project Loan from the proceeds thereof and
for the sale, execution and delivery thereof.
(d) Each of the Financing Documents to which the Governmental Lender is a party has
been duly and validly authorized, executed and delivered by the Governmental Lender.
(e) Based on the advice of Bond Counsel, the Governmental Lender has complied with
the provisions of the laws of the State, including, but not limited to, the Act, which are prerequisites
to the consummation of the transactions on the part of the Governmental Lender described or
contemplated in the Financing Documents. To the actual knowledge of the Governmental Lender,
the execution and delivery of the Governmental Note and the Financing Documents to which the
Governmental Lender is a party, the consummation of the transactions on the part of the
Governmental Lender contemplated thereby and the fulfillment of or compliance with the terms
and conditions thereof do not conflict with or result in the breach of any of the terms, conditions
or provisions of any agreement or instrument or judgment, order or decree to which the
Governmental Lender is now a party or by which it is bound, nor do they constitute a default under
any of the foregoing or result in the creation or imposition of any prohibited lien, charge or
encumbrance of any nature upon any property or assets of the Governmental Lender under the
terms of any instrument or agreement.
(f) Based on the advice of Bond Counsel, no authorization, consent, approval, order,
registration, declaration or withholding of objection on the part of, or filing of or with any
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Attachment C
governmental authority, other than those already obtained, is required for the due execution and
delivery by the Governmental Lender of, and performance by the Governmental Lender of its
obligations under, the Financing Documents.
(g) There is no action, suit, proceeding, inquiry or investigation pending or, to the
knowledge of the Governmental Lender, threatened against the Governmental Lender by or before
any court, governmental agency or public board or body, nor, to the Governmental LenderÓs
knowledge, is there any basis therefor, which (i) affects or questions the existence or the territorial
jurisdiction of the Governmental Lender or the title to office of any member of the governing body
of the Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and
delivery of any Financing Documents or the issuance, sale, execution or delivery of the
Governmental Note or the redemption of the Prior Note; (iii) affects or questions the validity or
enforceability of the Governmental Note or any Financing Document; (iv) questions the
tax-exempt status of interest earned on the Governmental Note; or (v) questions the power or
authority of the Governmental Lender to perform its obligations under the Governmental Note or
any Financing Document, or to carry out the transactions contemplated by the Governmental Note
and the Financing Documents.
(h) No officer or other official of the Governmental Lender has any personal financial
interest in the Project or the Borrower or in the transactions contemplated by this Project Loan
Agreement.
(i) Upon the discovery by the Governmental Lender of any noncompliance by the
Borrower with this Project Loan Agreement, the Tax Certificate or the Tax Regulatory Agreement,
the Governmental Lender will promptly notify the Fiscal Agent, the Servicer, the Funding Lender
Representative and during the Construction Phase, the Financial Monitor of such noncompliance.
It is expressly acknowledged that the Governmental Lender makes no representation as to
the financial position or business condition of the Borrower and does not represent or warrant as
to any of the statements, materials (financial or otherwise), representations or certifications
furnished or to be made and furnished by the Borrower in connection with the issuance, sale,
execution and delivery of the Governmental Note, or as to the correctness, completeness or
accuracy of such statements.
Section 2.02 Representations, Warranties and Covenants of the Borrower. The
Borrower makes the following representations, warranties and covenants, all of which, together
with the other representations and agreements of the Borrower contained in this Project Loan
Agreement, are relied upon by the Governmental Lender, the Funding Lender, the Servicer, the
Financial Monitor and the Fiscal Agent and serve as a basis for the undertakings of the
Governmental Lender, the Servicer, the Financial Monitor and the Fiscal Agent contained in this
Project Loan Agreement:
(a) The Borrower is a limited liability limited partnership duly organized, validly
existing and in good standing under the laws of the state in which it has been organized and is duly
qualified to conduct its business under the laws of the State and in every other state in which the
nature of its business requires such qualification, has full legal right, power and authority to enter
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into this Project Loan Agreement and the other Financing Documents, and to carry out and
consummate all transactions contemplated hereby and by the other Financing Documents, and by
proper action has duly authorized the execution, delivery and performance of this Project Loan
Agreement and the other Financing Documents. All corporate general partners and all general
partners which are limited liability companies, if any, of the Borrower are duly organized and in
good standing under the laws of their respective states of organization and are duly qualified to
transact business in the State as either domestic or foreign corporations or limited liability
companies, as applicable. All partnership general partners, if any, are duly formed and in good
standing under the laws of their respective states of formation and, to the extent required by the
laws of the State, are duly qualified to transact business in the State as either domestic or foreign
partnerships or limited liability companies, as applicable.
(b) The Borrower has the legal right, power and authority to (i) own its properties and
assets, including, but not limited to, the Project, (ii) to carry on its business as now being conducted
and the Borrower contemplates it to be conducted with respect to the Project and (iii) execute and
deliver, carry out its obligations under, and close the transactions provided for in, the Financing
Documents to which it is a party.
(c) Each of the Financing Documents to which the Borrower is a party has been duly
authorized, executed and delivered by the Borrower and, assuming due authorization, execution
and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its respective terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of
creditors generally and general principles of equity.
(d) No authorization, consent, approval, order, registration, declaration or withholding
of objection on the part of, or filing of or with any governmental authority, other than those already
obtained or those necessary to be obtained during the course of construction of the Project, is
required for the due execution and delivery or approval, as the case may be, by the Borrower of,
and the performance by the Borrower of its obligations under, the Financing Documents.
(e) None of the execution and delivery of the Financing Documents to which the
Borrower is a party, the consummation of the transactions provided for in the Financing
Documents, or the BorrowerÓs fulfillment of or compliance with the terms and conditions of the
Financing Documents (i) violates or will violate any law, rule or regulation of any governmental
agency or body having jurisdiction over the Borrower, or any of its activities or properties, or any
judgment, order, writ, injunction or decree to which the Borrower is subject, or any of the
organizational or other governing documents of the Borrower, (ii) conflicts or will conflict with
any agreement, instrument or license to which the Borrower is now a party or by which it or any
of its properties or assets is bound or results or will result in a breach of, or constitutes or will
constitute a default (with due notice or the passage of time or both) under, any such agreement,
instrument or license, (iii) contravenes or will contravene any such law, rule or regulation or any
such judgment, order, writ, injunction or decree, or (iv) result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the
Borrower, except for any lien, charge or encumbrance permitted under the terms of the Financing
Documents.
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Attachment C
(f) Within the six (6) month period preceding the Delivery Date, \[other than the
BorrowerÓs acquisition of a portion of the Land on _____________, 20__, and interests in
real property set forth in the Easement on ___________, 20__\] the Borrower has not acquired
the Project or any interest therein, nor has the Borrower transferred or acquired any capital interest
in the owner of the Project. The Borrower shall not cause or permit the Project, or any interest
therein, to be sold, assigned, or transferred, except as provided in the Financing Documents, and
shall not sell the Project or any interest therein or in its ownership structure for a period of six (6)
months following the Delivery Date. Notwithstanding the foregoing, nothing herein or under the
Financing Documents shall preclude the BorrowerÓs limited partners from transferring their
respective interest to an affiliate.
(g) There is no action, suit, proceeding, inquiry or investigation pending or, to the
BorrowerÓs knowledge, threatened against or affecting the Borrower or any of its properties
(including, without limitation, the Project), which, if adversely determined, would (i) impair the
right of the Borrower to carry on its business substantially as now conducted and as contemplated
by the Financing Documents, (ii) adversely affect the financial condition of the Borrower, (iii)
prohibit, restrain or enjoin the making of the Funding Loan or the Project Loan, the redemption of
the Prior Note, or the execution and delivery of any of the Financing Documents, (iv) adversely
affect the validity or enforceability of any of the Financing Documents, or (v) adversely affect the
exclusion from gross income for federal income tax purposes of interest on the Governmental
Note.
(h) The Project and the operation of the Project (in the manner contemplated by the
Financing Documents) conform and, following completion of the construction and equipping of
the Project, will continue to conform in all material respects with the requirements of the Act as
well as all applicable zoning, planning, building and environmental laws, ordinances and
regulations of governmental authorities having jurisdiction over the Project.
(i) The Borrower has filed or caused to be filed all federal, state and local tax returns
which are required to be filed or has obtained appropriate extensions therefor, and has paid or
caused to be paid all taxes as shown on said returns or on any assessment received by it, to the
extent that such taxes have become due.
(j) The Borrower is not in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any agreement or instrument to which it
is a party which default would adversely affect the transactions contemplated by the Financing
Documents or the operations of the Borrower or the enforceability of the Financing Documents to
which the Borrower is a party or the ability of the Borrower to perform all obligations thereunder.
(k) The Borrower agrees to pay all costs of maintenance and repair, all Taxes and
assessments, insurance premiums (including public liability insurance and insurance against
damage to or destruction of the Project) concerning or in any way related to the Project, or any
part thereof, and any expenses or renewals thereof, and any other governmental charges and
impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments
concerning or in any way related to the Project.
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Attachment C
(l) If the Borrower is a partnership, all of the partnership interests in the Borrower are
validly issued and are fully registered, if required, with the applicable governmental authorities
and/or agencies, and there are no outstanding options or rights to purchase or acquire those interests
except as may be permitted by the Partnership Agreement, which shall be subordinate to the
Mortgage. If the Borrower is a limited liability company, all of the ownership interests in the
Borrower are validly issued and are fully registered, if required, with the applicable governmental
authorities and/or agencies, and there are no outstanding options or rights to purchase or acquire
those interests. Nothing in this Project Loan Agreement shall prevent the Borrower from issuing
additional partnership interests or ownership interests if such units are issued in accordance with
all applicable securities laws.
(m) The representations and warranties of the Borrower contained in the Tax Certificate
and Tax Regulatory Agreement are true and accurate in all material respects.
(n) The information, statements or reports furnished in writing to the Governmental
Lender, the Servicer and the Funding Lender Representative by the Borrower in connection with
this Project Loan Agreement or the consummation of the transactions contemplated hereby do not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein, in light of the circumstances under which they were made, not
misleading; and the representations and warranties of the Borrower and the statements, information
and descriptions contained in the BorrowerÓs closing certificates, as of the Delivery Date, are true
and correct in all material respects, do not contain any untrue statement of a material fact, and do
not omit to state a material fact necessary to make the representations, warranties, statements,
information and descriptions contained therein, in the light of the circumstances under which they
were made, not misleading; and any estimates or assumptions contained in any certificate of the
Borrower delivered as of the Delivery Date are reasonable.
(o) To the knowledge of the Borrower, no commissioner, member, officer or employee
of the Governmental Lender has been or is in any manner interested, directly or indirectly, in that
personÓs own name or in the name of any other person, in the Financing Documents, the Borrower
or the Project, in any contract for property or materials to be furnished or used in connection with
the Project, or in any aspect of the transactions contemplated by the Financing Documents.
(p) The Borrower intends to hold the Project for its own account and has no current
plans to sell, and has not entered into any agreement, to sell all or any portion of the Project.
(q) The Project is located wholly within the boundaries of the City of Roseville,
Ramsey County, Minnesota.
(r) The Borrower shall make no changes to the Project or to the operation thereof
which would affect the qualification of the Project under the Act or impair the exclusion from
gross income for federal income tax purposes of the interest on the Governmental Note. The
Borrower shall operate the Project as required by the Tax Regulatory Agreement.
(s) The Funding Loan Agreement has been submitted to the Borrower for examination,
and the Borrower, by execution of this Project Loan Agreement, acknowledges and agrees that it
9
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Attachment C
has participated in the drafting of the Funding Loan Agreement and that it is bound by, shall adhere
to the provisions of, covenants and agrees to perform all obligations required of the Borrower
pursuant to, and shall have the rights set forth by the applicable terms and conditions of, the
Funding Loan Agreement.
(t) The Borrower has entered into a purchase agreement to purchase the land upon
which the Project will be built and plans to use the proceeds of the Governmental Note to purchase
the land and construct the Project. Upon closing on the land, the Borrower shall have a (i) fee
simple interest in the land and improvements on the Land, and (ii) a permanent easement as
conclusively evidenced by the Easement over and across which access shall be provided for the
Project, subject, in each instance, only to liens permitted under the Security Instrument.
(u) The Borrower acknowledges that (i) it understands the nature and structure of the
transactions relating to the financing of the Project, (ii) it is familiar with the provisions of all of
the documents and instruments relating to the financing, (iii) it understands the risks inherent in
such transactions, including without limitation the risk of loss of the Project, and (iv) it has not
relied on the Governmental Lender, the Fiscal Agent, Freddie Mac, the Funding Lender, the
Funding Lender Representative, the Financial Monitor or the Servicer for any guidance or
expertise in analyzing the financial or other consequences of the transactions contemplated by the
Financing Documents or otherwise relied on the Governmental Lender, the Fiscal Agent, Freddie
Mac, the Funding Lender, the Funding Lender Representative, the Financial Monitor or the
Servicer in any manner.
Section 2.03 Representations and Warranties of the Fiscal Agent. The Fiscal Agent
makes the following representations and warranties for the benefit of the Governmental Lender,
the Borrower, the Funding Lender, the Fiscal Agent and the Servicer:
(a) The Fiscal Agent is a national banking association, duly organized and existing
under the laws of the United States. The Fiscal Agent is duly authorized to act as a fiduciary and
to execute the trust created by the Funding Loan Agreement, and meets the qualifications to act as
Fiscal Agent under the Funding Loan Agreement.
(b) The Fiscal Agent has complied with the provisions of law which are prerequisite to
the consummation of, and has all necessary power (including trust powers) and authority (i) to
execute and deliver this Project Loan Agreement and the other Financing Documents to which it
is a party, (ii) to perform its obligations under this Project Loan Agreement and the other Financing
Documents to which it is a party, and (iii) to consummate the transactions contemplated by this
Project Loan Agreement and the other Financing Documents to which it is a party.
(c) The Fiscal Agent has duly authorized (i) the execution and delivery of this Project
Loan Agreement and the other Financing Documents to which it is a party, (ii) the performance
by the Fiscal Agent of its obligations under this Project Loan Agreement and the other Financing
Documents to which it is a party, and (iii) the actions of the Fiscal Agent contemplated by this
Project Loan Agreement and the other Financing Documents to which it is a party.
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Attachment C
(d) Each of the Financing Documents to which the Fiscal Agent is a party has been
duly executed and delivered by the Fiscal Agent and, assuming due authorization, execution and
delivery by the other parties thereto, constitutes a valid and binding obligation of the Fiscal Agent,
enforceable against the Fiscal Agent in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
the rights of creditors generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(e) The Fiscal Agent meets the qualifications to act as Fiscal Agent under the Funding
Loan Agreement.
(f) The Fiscal Agent has complied with the provisions of law which are prerequisites
to the consummation of the transactions on the part of the Fiscal Agent described or contemplated
in the Financing Documents.
(g) No approval, permit, consent, authorization or order of any court, governmental
agency or public board or body not already obtained is required to be obtained by the Fiscal Agent
as a prerequisite to (i) the execution and delivery of this Project Loan Agreement and the other
Financing Documents to which the Fiscal Agent is a party, (ii) the authentication or delivery of
the Governmental Note, (iii) the performance by the Fiscal Agent of its obligations under this
Project Loan Agreement and the other Financing Documents to which it is a party, or (iv) the
consummation of the transactions contemplated by this Project Loan Agreement and the other
Financing Documents to which the Fiscal Agent is a party. The Fiscal Agent makes no
representation or warranty relating to compliance with any federal or state securities laws.
Section 2.04 Arbitrage and Rebate Fund Calculations. The Borrower shall (a) take or
cause to be taken all actions necessary or appropriate in order to fully and timely comply with
Section 4.12 of the Funding Loan Agreement, and (b) if required to do so under Section 4.12 of
the Funding Loan Agreement, select at the BorrowerÓs expense, a Rebate Analyst reasonably
acceptable to the Governmental Lender for the purpose of making any and all calculations required
under Section 4.12 of the Funding Loan Agreement. Such calculations, if required, shall be made
in the manner and at such times as specified in Section 4.12 of the Funding Loan Agreement. The
Borrower shall cause the Rebate Analyst to provide any such calculations to the Fiscal Agent and
the Governmental Lender at such times and with such directions as are necessary to comply fully
with the arbitrage and rebate requirements set forth in the Funding Loan Agreement and to comply
fully with Section 148 of the Code, including the timely payment of any arbitrage rebate owed.
Without limiting the generality of this Section 2.04, the Borrower shall (i) timely make or cause
the Rebate Analyst to be make a final rebate calculation with respect to the Prior Note upon such
noteÓs redemption in whole on the Delivery Date, or (ii) provide evidence reasonably acceptable
to Governmental Lender and Bond Counsel that no such final calculation is required under the
Code.
Section 2.05 Tax Covenants of the Borrower. The Borrower covenants and agrees that:
(a) It will at all times comply with the terms of the Tax Certificate and the Tax
Regulatory Agreement;
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Attachment C
(b) It will not take, or permit to be taken on its behalf, any action which would cause
the interest payable on the Governmental Note to be included in gross income of the Funding
Lender, for federal income tax purposes (excluding any action that causes such interest to be
includable in gross income for federal income tax purposes as a result of the application of Section
147(a) of the Code or any successor provision of the Code and applicable Treasury Regulations or
any successor law or regulation), and will take such action as may be necessary in the opinion of
Bond Counsel to continue such exclusion from gross income, including, without limitation, the
preparation and filing of all statements required to be filed by it in order to maintain the exclusion
(including, but not limited to, the filing of all reports and certifications required by the Tax
Regulatory Agreement);
(c) No changes will be made to the Project, no actions will be taken by the Borrower
and the Borrower will not omit to take any actions, which will in any way adversely affect the tax-
exempt status of interest earned on the Governmental Note (except for any changes, actions, or
omissions that adversely affect the tax-exempt status of the Governmental Note as a result of the
application of Section 147(a) of the Code or any successor provision of the Code and applicable
Treasury Regulations or any successor law or regulation);
(d) It will comply with the requirements of Section 148 of the Code and the Regulations
issued thereunder throughout the term of the Funding Loan and the Project Loan and will not make
any use of the proceeds of the Funding Loan or the Project Loan, or of any other funds which may
be deemed to be proceeds of the Governmental Note under the Code and the related regulations of
the United States Treasury, which would cause the Governmental Note to be an Ðarbitrage bondÑ
within the meaning of Section 148 of the Code;
(e) If the Borrower becomes aware of any situation, event or condition which would,
to the best of its knowledge, result in the interest on the Governmental Note becoming includable
in gross income of the Funding Lender for purposes of federal income tax purposes (except to the
extent such interest is includable in gross income for federal income tax purposes as a result of the
application of Section 147(a) of the Code or any successor provision of the Code and applicable
Treasury Regulations or any successor law or regulation), it will promptly give written notice of
such circumstance, event or condition to the Governmental Lender, the Fiscal Agent, the Funding
Lender Representative, the Servicer and during the Construction Phase, the Financial Monitor;
(f) The full amount of each disbursement from the Project Loan Fund will be applied
to pay or to reimburse the Borrower for the payment of Costs of the Project and, after taking into
account any proposed disbursement, (i) at least ninety-five percent (95%) of the net proceeds of
the Governmental Note (as defined in Section 150 of the Code) will be used to provide a qualified
residential rental project (as defined in Section 142(d) of the Code); (ii) less than twenty-five (25%)
of the net proceeds of the Governmental Note will have been disbursed to pay or to reimburse the
Borrower for the cost of acquiring land; and (iii) no more than five percent (5%) of the proceeds
of the Governmental Note (as defined for purposes of Section 147(g) of the Code) will be disbursed
to provide working capital;
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Attachment C
(g) The Borrower will cause all of the residential units in the Project to be rented or
available for rental on a basis which satisfies the requirements of the Act, the Code, the Tax
Certificate, and the Tax Regulatory Agreement;
(h) All leases will comply with all applicable laws and the Tax Regulatory Agreement;
(i) In connection with any lease or grant by the Borrower of the use of the Project, the
Borrower will require that the lessee or user of any portion of the Project not use that portion of
the Project in any manner which would violate the covenants set forth in this Project Loan
Agreement, the Tax Certificate, or the Tax Regulatory Agreement;
(j) No proceeds of the Funding Loan shall be used for the acquisition of any tangible
property or an interest therein, other than land or an interest in land, unless the first use of such
property is pursuant to such acquisition; provided, however, that this limitation shall not apply
with respect to any building (and the equipment therefor) if rehabilitation expenditures (as defined
in Section 147(d) of the Code) with respect to such building equal or exceed fifteen percent (15%)
of the portion of the cost of acquiring such building (and equipment) financed with the proceeds;
and provided, further, that this limitation shall not apply with respect to any structure other than a
building if rehabilitation expenditures with respect to such structure equal or exceed one hundred
percent (100%) of the portion of the cost of acquiring such structure financed with the proceeds;
(k) From the proceeds of the Funding Loan and investment earnings thereon, an
amount not in excess of two percent (2%) of the proceeds of the Governmental Note, will be used
for Costs of Issuance of the Governmental Note, all within the meaning of Section 147(g)(1) of
the Code; and
(l) No proceeds of the Funding Loan shall be used directly or indirectly to provide any
airplane, skybox or other private luxury box, health club facility, facility used for gambling or
store the principal business of which is the sale of alcoholic beverages for consumption off
premises.
In the event of a conflict between the terms and requirements of this Section 2.05 and the
Tax Certificate, the terms and requirements of the Tax Certificate shall control.
ARTICLE III
THE PROJECT LOAN
Section 3.01 Conditions to Funding the Project Loan. On the Delivery Date and
thereafter, the Governmental Lender shall cause the proceeds of the Funding Loan to be deposited
with the Fiscal Agent in accordance with Sections 2.01 and 2.11 of the Funding Loan Agreement
and Section 3.03 hereof. The Fiscal Agent shall use such proceeds as provided in Article II of the
Funding Loan Agreement to make the Project Loan, provided that no initial disbursements of
proceeds shall be made until the following conditions have been met:
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Attachment C
(a) The Borrower shall have executed and delivered to the Governmental Lender the
Project Note and the Governmental Lender shall have endorsed the Project Note to the Fiscal
Agent;
(b) The Security Instrument and the Assignment, with only such changes therein as
shall be approved in writing by Funding Lender Representative, shall have been executed and
delivered by the Borrower and the Governmental Lender, respectively, and delivered to the Title
Company for recording in the appropriate office for officially recording real estate documents in
the jurisdiction in which the Project is located (the Ð RecorderÓs Office Ñ);
(c) The Tax Regulatory Agreement shall have been executed and delivered by the
parties thereto and shall have been delivered to the Title Company for recording in the RecorderÓs
Office, and the Fiscal Agent shall have received evidence satisfactory to it of such delivery;
(d) All other Financing Documents not listed above shall have been executed and
delivered by all parties thereto and delivered to the Fiscal Agent;
(e) The Borrower shall have delivered to the Fiscal Agent, the Governmental Lender,
the Funding Lender Representative, the Financial Monitor and the Servicer a certificate
confirming, as of the Delivery Date, the matters set forth in Section 2.02 hereof and an opinion of
its counsel or other counsel satisfactory to the Fiscal Agent, the Governmental Lender, Bond
Counsel, the Funding Lender Representative, Freddie Mac and the Freddie Mac Seller/Servicer;
and
(f) The Borrower shall have satisfied all conditions to the first advance set forth in the
Construction Continuing Covenant Agreement.
Section 3.02 Terms of the Project Loan; Servicing.
(a) The Project Loan shall (i) be evidenced by the Project Note; (ii) be secured by the
Security Instrument; (iii) be in the maximum aggregate principal amount of $34,000,000; (iv) bear
interest as provided in the Project Note; (v) provide for principal and interest payments in
accordance with the Project Note; and (vi) be subject to optional and mandatory prepayment at the
times, in the manner and on the terms, and have such other terms and provisions, as provided
herein and in the Project Note. The outstanding principal balance of the Project Loan at any time
shall be an amount equal to the proceeds of the Funding Loan advanced by the Funding Lender,
minus any amounts prepaid with respect to the principal in accordance with the terms hereof and
the Project Note. The outstanding principal balance of the Project Note at any time shall be an
amount equal to the proceeds of the Governmental Note advanced by the Funding Lender, minus
any amounts prepaid with respect to the principal in accordance with the terms hereof and the
Project Note.
Amounts repaid and prepaid in respect of the Project Loan and the Project Note may not
be re-borrowed.
(b) The Funding Lender Representative may appoint a (i) Servicer to service the Loans
for all or a portion of the term of the Loans\[, and (ii) Financial Monitor to provide monitoring
14
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Attachment C
and disbursing services with respect to the Loans during the Construction Phase. During the
Construction Phase, Greystone Servicing Company, a Delaware limited liability company, is
the initial Servicer and the Financial Monitor.\] OR \[. The initial Servicer of the Loans
during the Construction Phase is ________________________, Greystone Servicing
Company LLC, a \[national banking association\]Delaware limited liability company.\] On the
Freddie Mac Purchase Date, the Freddie Mac Seller/Servicer shall become the Servicer and shall
service the Loans as required by the Freddie Mac Commitment and the Guide and the role of the
Financial Monitor shall terminate. The Funding Lender Representative may, in its sole and
absolute discretion, remove or appoint a replacement Servicer or a replacement Financial Monitor,
as applicable, by written notice provided to the Governmental Lender, the Fiscal Agent and the
Borrower. Any successor Servicer or Financial Monitor, as applicable, shall signify its acceptance
of the respective duties and obligations imposed upon it by the Funding Loan Agreement, this
Project Loan Agreement and the Construction Continuing Covenant Agreement by executing such
instrument(s) as shall be acceptable to the Funding Lender Representative, a copy of which shall
be provided to the parties hereto.
(c) Notwithstanding any provision in this Project Loan Agreement to the contrary,
during any period that a Servicer is engaged with respect to the Loans, the Governmental Lender
and the Fiscal Agent agree that all payments of principal of, Prepayment Premium, if any, and
interest on the Funding Loan and all fees due hereunder and under the Funding Loan Agreement
shall be paid by the Borrower to the Servicer. The Servicer shall remit all payments collected from
the Borrower of principal of, Prepayment Premium, if any, and interest on the Funding Loan,
together with other amounts due to the Funding Lender, directly to the Funding Lender (without
payment through the Fiscal Agent) per the instructions of the Funding Lender Representative.
After payment to Funding Lender of all amounts then due in respect of principal of, Prepayment
Premium, if any, and interest on the Funding Loan, together with other amounts due to the Funding
Lender, the Servicer shall be entitled to retain its Servicing Fee (if any) collected from the
Borrower and shall remit the Governmental Lender Fee to the Governmental Lender and shall
remit the Fiscal AgentÓs Ordinary Fees and Expenses to the Fiscal Agent, together with any other
amounts due to the Governmental Lender and the Fiscal Agent collected by the Servicer from the
Borrower, in each case in accordance with their respective instructions. Any payment made in
accordance with the provisions of this Section shall be accompanied by sufficient information to
identify the source and proper application of such payment. The Servicer shall promptly notify
the Fiscal Agent, the Funding Lender Representative, and the Governmental Lender in writing of
any failure of the Borrower to make any payment of principal of, Prepayment Premium, if any,
and interest on the Funding Loan when due or to pay any fees due hereunder or under the Funding
Loan Agreement, and the Fiscal Agent and the Governmental Lender shall not be deemed to have
any notice of such failure unless it has received such notice in writing. After payment has been
made each month by the Borrower to the Servicer, payment of fees to which the Financial Monitor
is entitled shall be paid by Borrower directly to the Financial Monitor as set forth in the Financial
Monitoring Agreement.
(d) The Governmental Lender, the Fiscal Agent, and the Borrower hereby
acknowledge and agree that (i) the Funding Lender Representative has appointed (1) the Servicer
to service and administer the Project Loan, and (2) during the Construction Phase, the Financial
Monitor to provide monitoring and disbursing services in connection with the Loans, (ii) the
15
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Attachment C
selection or removal of any Servicer or Financial Monitor is and shall be in the sole and absolute
discretion of the Funding Lender Representative; and (iii) neither the Governmental Lender, nor
the Fiscal Agent shall terminate or attempt to terminate any (1) Servicer as the servicer for the
Project Loan or appoint or attempt to appoint a substitute servicer for the Project Loan, or (2)
Financial Monitor as the financial monitor for the Loans or appoint or attempt to appoint a
substitute financial monitor for the Loans. The Governmental Lender, the Fiscal Agent, and the
Borrower further hereby acknowledge and agree with respect to the Servicer during the Permanent
Phase that: (i) the Guide is subject to amendment without the consent of the Fiscal Agent, the
Governmental Lender or the Borrower; and (ii) none of the Fiscal Agent, the Governmental Lender
or the Borrower shall have any rights under, or be a third party beneficiary of, the Guide.
Section 3.03 Deposits. On the Delivery Date, (i) $0.00 of the initial advance of the
Funding Loan pursuant to the Funding Loan Agreement shall be deposited with the Fiscal Agent
into the Project Account of the Project Loan Fund in accordance with Sections 2.11 and Section
4.02 of the Funding Loan Agreement; and (ii) $4,346,852 of the initial advance of the Funding
Loan pursuant to the Funding Loan Agreement shall be deposited with the Fiscal Agent into the
Refunding Fund in accordance with Section 4.07 of the Funding Loan Agreement and the Fiscal
Agent will immediately transfer such proceeds to the Prior Lender, the sole holder of the Prior
Note. The Borrower shall cause the Prior Lender to advance and transfer the proceeds of the Prior
Note and earnings, if any, in excess of amounts required to pay the Prior Note in full to the Fiscal
Agent for deposit into the Project Account of the Project Loan Fund. On each date of an advance
of the proceeds of the Funding Loan (except for any advance to pay interest and other amounts
due to the Initial Funding Lender as provided in Section \[2.05\] \[_____\] of the Construction
Continuing Covenant Agreement), such proceeds shall be deposited into the Project Account of
the Project Loan Fund. On the Delivery Date, from the Borrower Equity Deposit, the Borrower
will deposit with the Fiscal Agent the sum of (i) $0.00 for credit to the Cost of Issuance Fund; and
(ii) $0.00 for credit to the Borrower Equity Account of the Project Loan Fund. On the Delivery
Date, the Borrower will deposit with the Servicer the sum of $0.00 as the Initial Debt Service
Deposit. Subject to the conditions listed in Section 3.01 hereof, amounts on deposit in the Project
Loan Fund are to be disbursed by the Fiscal Agent to the Title Company for further disbursement
in accordance with the Construction Continuing Covenant Agreement and the Disbursing
Agreement, or otherwise as provided in Section 2.11(d) of the Funding Loan Agreement.
To the extent that amounts in the Cost of Issuance Fund from the above-mentioned sources
are insufficient to pay all costs of closing the Loans, the Borrower shall cause the payment of such
additional costs of closing the Loans to be made on its behalf as such amounts become due.
Section 3.04 Assignment to Fiscal Agent. The parties hereto acknowledge, and the
Borrower consents to, the pledge and assignment by the Governmental Lender to the Fiscal Agent
pursuant to the Funding Loan Agreement of all of the Governmental LenderÓs right, title, and
interest in, to and under this Project Loan Agreement (excluding the Unassigned Rights), the
Project Loan, the Project Note, the Security Instrument, and the Revenues as security for the
payment of the principal of, Prepayment Premium, if any, and interest on the Governmental Note
and the payment of any other amounts due under the Financing Documents.
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Section 3.05 Investment of Funds. Except as otherwise provided in the Funding Loan
Agreement, any money held as a part of any fund or account established under the Funding Loan
Agreement shall be invested or reinvested by the Fiscal Agent as directed by the Borrower in
Qualified Investments in accordance with Section 4.08 of the Funding Loan Agreement.
The Borrower acknowledges that to the extent that regulations of the Comptroller of the
Currency or other applicable regulatory agency grant the Borrower the right to receive brokerage
confirmations of the security transactions as they occur, to the extent permitted by law, the
Borrower specifically waives compliance with 12 C.F.R. Part 12 and hereby notifies the Fiscal
Agent hereunder that no brokerage confirmations need be sent relating to the security transactions
as they occur.
Section 3.06 Damage; Destruction and Eminent Domain. If, prior to payment in full
of the Project Loan, the Project or any portion thereof is destroyed or damaged in whole or in part
by fire or other casualty, or title to, or the temporary use of, the Project or any portion thereof shall
have been taken by the exercise of the power of eminent domain, and the Governmental Lender,
the Borrower, the Fiscal Agent or the Servicer receives Net Proceeds from insurance or any
condemnation award in connection therewith, such Net Proceeds shall be utilized as provided in
the Project Loan Documents and the Funding Loan Agreement.
Section 3.07 Enforcement of Financing Documents. The Fiscal Agent or the Funding
Lender Representative may enforce and take all reasonable steps, actions and the proceedings
necessary for the enforcement of all terms, covenants and conditions of the Funding Loan
Agreement and the other Financing Documents as and to the extent set forth herein and therein.
ARTICLE IV
LOAN PAYMENTS
Section 4.01 Payments Under the Project Note; Independent Obligation of Borrower.
(a) Payment Obligations. The Borrower agrees to repay the Project Loan on each
Project Loan Payment Date as provided in the Project Note, and in all instances at the times and
in the amounts necessary to enable the Fiscal Agent, on behalf of the Governmental Lender, or the
Servicer, to pay all amounts payable with respect to the Funding Loan, when due, whether at
maturity or upon prepayment (with the Prepayment Premium, if applicable), acceleration or
otherwise. To ensure such timely payment during the Permanent Phase, the Servicer shall collect
from the Borrower, and the Borrower shall provide to the Servicer the foregoing payments not less
than two (2) Business Days prior to each respective Project Loan Payment Date.
The obligation of the Borrower to make the payments set forth in this Article IV shall be
an independent obligation of the Borrower, separate from its obligation to make payments under
the Project Note, provided that in all events payments made by the Borrower under and pursuant
to the Project Note shall be credited against the BorrowerÓs obligations hereunder on a dollar for
dollar basis. If for any reason the Project Note or any provision of the Project Note shall be held
invalid or unenforceable against the Borrower by any court of competent jurisdiction, the Project
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Note or such provision of the Project Note shall be deemed to be the obligation of the Borrower
pursuant to this Project Loan Agreement to the full extent permitted by law and such holding shall
not invalidate or render unenforceable any of the provisions of this Article IV and shall not serve
to discharge any of the BorrowerÓs payment obligations hereunder or eliminate the credit against
such obligations to the extent of payments made under the Project Note.
(b) Obligations Unconditional; No Set-Off. The obligations of the Borrower to repay
the Project Loan, to perform all of its obligations under the Project Loan Documents, to provide
indemnification pursuant to Section 6.01 hereof, to pay costs, expenses and charges pursuant to
Section 4.02 hereof and to make any and all other payments required by this Project Loan
Agreement, the Funding Loan Agreement or any other documents contemplated by this Project
Loan Agreement or by the Project Loan Documents shall, subject to the limitations set forth in
Section 4.06 hereof, be absolute and unconditional, and shall be paid or performed without notice
or demand, and without abatement, deduction, set-off, counterclaim, recoupment or defense or any
right of termination or cancellation arising from any circumstance whatsoever, whether now
existing or hereafter arising, and irrespective of whether the BorrowerÓs title to the Project or to
any part thereof is defective or nonexistent, and notwithstanding any damage due to loss, theft or
destruction of the Project or any part thereof, any failure of consideration or frustration of
commercial purpose, the taking by eminent domain of title to or of the right of temporary use of
all or any part of the Project, legal curtailment of the BorrowerÓs use thereof, the eviction or
constructive eviction of the Borrower, any change in the tax or other laws of the United States of
America, the State or any political subdivision thereof, any change in the Governmental LenderÓs
legal organization or status, or any default of the Governmental Lender or the Fiscal Agent
hereunder or under any other Financing Document, and regardless of the invalidity of any action
of the Governmental Lender or the invalidity of any portion of this Project Loan Agreement.
(c) Payments from Borrower to Fiscal Agent or Servicer. Each payment by the
Borrower hereunder or under the Project Note shall be made in immediately available funds to the
Servicer on each Project Loan Payment Date or such other date when such payment is due;
provided, however, that such Project Loan Payment shall be made directly to the Fiscal Agent if
there is no Servicer or if the Borrower is so directed in writing by the Funding Lender
Representative. Each such payment shall be made to the Fiscal Agent or the Servicer, as
applicable, by deposit to such account as the Fiscal Agent or the Servicer may designate by written
notice to the Borrower. Whenever any Project Loan Payment or any other payment under this
Project Loan Agreement or under the Project Note shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the first Business Day immediately thereafter.
Section 4.02 Additional Payments Under the Project Note and this Project Loan
Agreement.
(a) In addition to the payments set forth in Section 4.01 hereof, payments to be made
by the Borrower under the Project Note include certain money to be paid in respect of, among
others, the Fee Component, the Servicing Fee, and amounts required to be deposited pursuant to
the Continuing Covenant Agreement and the other Project Loan Documents, as set forth in
subsection (b) of this Section 4.02. To the extent that any portion of the Fee Component, the
Servicing Fee, and amounts required to be deposited pursuant to the Continuing Covenant
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Agreement and the other Project Loan Documents remain due and owing at any time, such amounts
remaining due and owing shall be payable from money on deposit in the Administration Fund as
provided in Section 4.06 of the Funding Loan Agreement or from other money of the Borrower,
to the extent that money in the Administration Fund is insufficient for such purposes. All other
fees and expenses shall be payable from money of the Borrower as provided in subsection (b) of
this Section 4.02.
(b) In addition to the funding of the initial deposits required of the Borrower described
in Section 3.03, the Borrower shall pay (or cause to be paid by the Servicer or the Fiscal Agent (to
the extent paid from money on deposit in the Borrower Equity Account), in consideration of the
funding of the Project Loan, the following fees, expenses and other money payable in connection
with the Loans:
(i) On the Delivery Date, from money on deposit in the Borrower Equity
Account or, to the extent such money is insufficient for such purpose, from other money
of the Borrower, to the Initial Funding Lender, its origination fees, together with all third
party and out-of-pocket expenses of the Initial Funding Lender (including but not limited
to the fees and expenses of counsel to the Initial Funding Lender) in connection with the
Loans.
(ii) On the Delivery Date, from money on deposit in the Borrower Equity
Account or, to the extent such money is insufficient for such purpose, from other money
of the Borrower, to Freddie Mac, all third party and out-of-pocket expenses of Freddie Mac
(including but not limited to the fees and expenses of counsel to Freddie Mac) in connection
with the Loans.
(iii) On the Delivery Date, from money on deposit in the Cost of Issuance Fund
or, to the extent such money is insufficient for such purpose, from other money of the
Borrower, to the Governmental Lender, a financing fee in an amount equal to $296,531.48
(comprising one percent (1%) of $34,000,000, less the initial financing fee in the amount
of $43,468.52 paid by the Borrower to the Governmental Lender prior to the Delivery
Date), together with all third party and out-of-pocket expenses of the Governmental Lender
(including but not limited to the fees and expenses of Bond Counsel and counsel to the
Governmental Lender) in connection with the Loans and the issuance of the Governmental
Note.
(iv) On the Delivery Date, from money on deposit in the Borrower Equity
Account or, to the extent such money is insufficient for such purpose, from other money
of the Borrower, to the Freddie Mac Seller/Servicer, its commitment fees and application
fees, together with all third party and out of pocket expenses of the Freddie Mac
Seller/Servicer (including but not limited to the fees and expenses of counsel to the Freddie
Mac Seller/Servicer, if any) in connection with the Loans.
(v) On the Delivery Date, from money on deposit in the Cost of Issuance Fund
or, to the extent such money is insufficient for such purpose, from other money of the
Borrower, to the Fiscal Agent, an acceptance fee in an amount equal to $\[1,500\] \[1,800\],
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together with all third party and out-of-pocket expenses of the Fiscal Agent (including but
not limited to the fees and expenses of counsel to the Fiscal Agent) in connection with the
Loans and the issuance of the Governmental Note.
(vi) To the Fiscal Agent, the Fiscal AgentÓs Ordinary Fees and Expenses and
the Fiscal AgentÓs Extraordinary Fees and Expenses when due from time to time.
(vii)To the Governmental Lender, any extraordinary expenses not covered by
the Governmental Lender Fee the Governmental Lender may incur in connection with the
Financing Documents or the Project from time to time, including any expenses (including
accountant or attorneysÓ fees) incurred in connection with any audit, inquiry, document
request or other investigation by the Internal Revenue Service, the Minnesota Department
of Revenue, the State Auditor, or any other federal or State agency.
(viii) To the Rebate Analyst, the reasonable fees and expenses of such Rebate
Analyst in connection with the computations relating to arbitrage rebate required under the
Funding Loan Agreement and this Project Loan Agreement when due from time to time.
(ix) To the Funding Lender Representative, any amount due and owing the
Funding Lender Representative from time to time but unpaid under the Continuing
Covenant Agreement.
(x) To the Servicer, the amount of any portion of the Servicing Fee remaining
unpaid and any fees, costs and expenses of the Servicer as provided in the Continuing
Covenant Agreement.
(xi) To the Servicer, the amounts required to be deposited in respect of reserves
and impounds required under the Continuing Covenant Agreement and the other Project
Loan Documents.
(xii) To the Financial Monitor, the amount of any portion of the fees then payable
to the Financial Monitor and any other fees, costs and expenses of the Financial
Monitor as provided in the Financial Monitoring Agreement and the Continuing
Covenant Agreement.
(xiii) To the Construction Monitor, the amount of any portion of the fees then
payable to the Construction Monitor and any other fees, costs and expenses of the
Construction Monitor as provided the Construction Continuing Covenant
Agreement.
(xii) If the Fiscal Agent is collecting and remitting loan payments under the
Funding Loan Agreement, to the Fiscal Agent, within two (2) Business Days of receipt
from the Fiscal Agent of a notice of deficiency in the Administration Fund as provided in
Section 4.06 of the Funding Loan Agreement, the amount of any such deficiency in the
Administration Fund.
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Attachment C
Section 4.03 Payments to Rebate Fund. The Borrower shall pay when due to the Fiscal
Agent at the Principal Office of the Fiscal Agent any amount required to be deposited in the Rebate
Fund in accordance with Section 4.12 of the Funding Loan Agreement.
Section 4.04 Prepayment.
(a) Optional Prepayment of the Project Loan. The Borrower shall have the option
to prepay the Project Loan in whole, together with all accrued and unpaid interest thereon, as
provided in the Project Note.
(b) Mandatory Prepayment of the Project Loan. The Borrower shall be required to
prepay all or a portion of the outstanding principal balance of the Project Loan, together with
accrued interest thereon, and together with any Prepayment Premium due under the Project Note,
as provided therein. Additionally, the Borrower shall be required to prepay all or a portion of the
outstanding principal balance of the Project Loan, together with accrued interest thereon, and
together with any Prepayment Premium due under the Project Note, in connection with the
following:
(i) in part, in the event the Borrower makes a Pre-Conversion Loan
Equalization Payment; and
(ii) in whole, on or after the Forward Commitment Maturity Date, at the written
direction of the Initial Funding Lender, if the Notice of Conversion is not issued by the
Freddie Mac Seller/Servicer prior to the Forward Commitment Maturity Date; and
(iii) in whole, as required under the Construction Continuing Covenant
Agreement.
(c) Defeasance of the Funding Loan. In addition, after the Conversion Date and prior
to the Window Period, the Borrower may cause a defeasance of the Funding Loan resulting in a
release of the Pledged Security by satisfying the conditions set forth hereunder and in Article IX
of the Funding Loan Agreement. In connection therewith, the Borrower will give written notice
(a Ð Defeasance Notice Ñ) to the Funding Lender Representative, the Servicer, the Governmental
Lender and the Fiscal Agent of the date the Borrower desires to defease the Funding Loan (the
Ð Defeasance Date Ñ). The Defeasance Date may not be more than sixty (60) calendar days, nor
less than thirty (30) calendar days, after the delivery of the Defeasance Notice. In connection with
the delivery of the Defeasance Notice, the Borrower shall cause to be paid to the Funding Lender
Representative the Defeasance Fee set forth in the Continuing Covenant Agreement. In addition
to, and not in limitation of any other provisions of this Project Loan Agreement, the Borrower shall
pay all fees, costs and expenses in connection with any defeasance whether or not such defeasance
occurs. Following such defeasance in accordance with the terms and conditions hereof and the
Funding Loan Agreement, the Project Loan shall be deemed paid in full, and the Borrower shall
be entitled to the release of the Security Instrument, the Pledged Security and other security
provided by it for the Project Loan, subject to the terms and conditions hereof and the other
Financing Documents.
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Attachment C
Section 4.05 BorrowerÓs Obligations Upon Prepayment. In the event of any
prepayment, the Borrower will timely pay, or cause to be paid through the Servicer, an amount
equal to the principal amount of the Funding Loan or portion thereof called for prepayment,
together with interest accrued to the prepayment date and Prepayment Premium, if any. In
addition, the Borrower will timely pay all fees, costs, and expenses associated with any prepayment
of the Funding Loan.
Section 4.06 Limits on Personal Liability.
(a) During the Construction Phase, the obligations of the Borrower under this Project
Loan Agreement and the other Financing Documents shall be full-recourse liabilities of the
Borrower.
(b) During the Permanent Phase, except as otherwise set forth in the Project Note and
subsection 4.06(c) below, the obligations of the Borrower under this Project Loan Agreement and
the other Financing Documents shall be non-recourse liabilities of the Borrower which shall be
enforced only against the Project and other property of the Borrower encumbered by the Financing
Documents and not personally against the Borrower or any partner of the Borrower or any
successor or assign of the Borrower. However, nothing in this Section 4.06 shall limit the right of
the Governmental Lender, the Fiscal Agent, the Servicer or the Funding Lender Representative to
proceed against the Borrower to recover any fees owing to any of them or any actual out-of-pocket
expenses (including but not limited to actual out-of-pocket attorneysÓ fees incurred by any of them)
incurred by any of them in connection with the enforcement of any rights under this Project Loan
Agreement or the other Financing Documents. Nothing in this Section 4.06 shall limit any right
that the Servicer or the Funding Lender Representative may have to enforce the Project Note, the
Security Instrument, or any other Financing Document in accordance with their terms.
(c) During the Permanent Phase, notwithstanding anything contained in any other
provision of this Project Loan Agreement to the contrary (but subject to the provisions of Section
7.06 hereof), the following obligations of the Borrower shall be and remain the joint and several
full recourse obligations of the Borrower and the BorrowerÓs general partner: (i) the BorrowerÓs
obligations to the Governmental Lender and the Fiscal Agent under subsections (b)(ii), (b)(iv),
(b)(v), and (b)(vi) of Section 4.02 hereof; (ii) the BorrowerÓs obligations under Sections 2.05 and
6.01 of this Project Loan Agreement; (iii) the BorrowerÓs obligation to pay any and all rebate
amounts that may be or become owing with respect to the Funding Loan and fees and expenses of
the Rebate Analyst as provided in Sections 2.04 and 4.03 of this Project Loan Agreement and the
Tax Certificate; and (iv) the BorrowerÓs obligation to pay legal fees and expenses under Section
7.04 hereof.
ARTICLE V
SPECIAL COVENANTS OF BORROWER
Section 5.01 Performance of Obligations. The Borrower shall keep and faithfully
perform all of its covenants and undertakings contained herein and in the Financing Documents,
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including, without limitation, its obligations to make all payments set forth herein and therein in
the amounts, at the times and in the manner set forth herein and therein.
Section 5.02 Compliance with Applicable Laws. All work performed in connection with
the Project shall be performed in strict compliance with all applicable federal, state, county and
municipal laws, ordinances, rules and regulations now in force or that may be enacted hereafter.
Section 5.03 Funding Loan Agreement Provisions. The execution of this Project Loan
Agreement shall constitute conclusive evidence of approval of the Funding Loan Agreement by
the Borrower. Whenever the Funding Loan Agreement by its terms imposes a duty or obligation
upon the Borrower, such duty or obligation shall be binding upon the Borrower to the same extent
as if the Borrower were an express party to the Funding Loan Agreement, and the Borrower shall
carry out and perform all of its obligations under the Funding Loan Agreement as fully as if the
Borrower were a party to the Funding Loan Agreement.
Section 5.04 Reserved.\[Curious to know what this provision was.\]
Section 5.05 Borrower to Maintain Its Existence; Certification of No Default.
(a) The Borrower agrees to maintain its existence and maintain its current legal status
with authority to own and operate the Project.
(b) In addition to performing all other similar requirements under the Financing
Documents to which the Borrower is a party, the Borrower shall, within thirty (30) days after the
end of each calendar year, render to the Fiscal Agent a certificate executed by an Authorized
Officer of the Borrower to the effect that the Borrower is not, as of the date of such certificate, in
default of any of its covenants, agreements, representations or warranties under any of the
Financing Documents to which the Borrower is a party and that, to the best of the BorrowerÓs
knowledge, after reasonable investigation, there has occurred no default or Event of Default (as
such terms are defined in each respective Financing Document) under any of the Financing
Documents.
Section 5.06 Borrower to Remain Qualified in State and Appoint Agent. The Borrower
will remain duly qualified to transact business in the State and will maintain an agent in the State
on whom service of process may be made in connection with any actions against the Borrower.
Section 5.07 Sale or Other Transfer of Project. The Borrower may convey and transfer
the Project only upon strict compliance with the provisions of the Financing Documents, and upon
receipt of the prior written consent of the Governmental Lender and the Funding Lender
Representative.
Section 5.08 Right to Perform BorrowerÓs Obligations. In the event the Borrower fails
to perform any of its obligations under this Project Loan Agreement, the Governmental Lender,
the Fiscal Agent, the Servicer, the Financial Monitor, the BorrowerÓs limited partners, and/or the
Funding Lender Representative, after giving requisite notice, if any, and subject to Section 5.05 of
the Funding Loan Agreement, may, but shall be under no obligation to, perform such obligation
and pay all costs related thereto, and all such costs so advanced shall become an additional
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Attachment C
obligation of the Borrower hereunder, payable on demand and if not paid on demand with interest
thereon at the default rate of interest payable under the Project Loan Documents.
Section 5.09 Notice of Certain Events. The Borrower shall promptly advise the
Governmental Lender, the Fiscal Agent, the Funding Lender Representative, the Servicer and
during the Construction Phase, the Financial Monitor in writing of the occurrence of any Event of
Default hereunder or any event which, with the passage of time or service of notice or both, would
constitute an Event of Default, specifying the nature and period of existence of such event and the
actions being taken or proposed to be taken with respect thereto.
Section 5.10 Survival of Covenants. The provisions of Sections 2.04, 2.05, 4.02, 4.03,
6.01 and 7.04 hereof shall survive the expiration or earlier termination of this Project Loan
Agreement and, with regard to the Fiscal Agent, the resignation or removal of the Fiscal Agent.
Section 5.11 Access to Project; Records. Subject to reasonable notice and the rights of
tenants in lawful possession at the Project, the Governmental Lender, the Fiscal Agent, the
Servicer, the Funding Lender Representative and durign the Construction Phase, the Financial
Monitor, and the respective duly authorized agents of each, shall have the right (but not any duty
or obligation) at all reasonable times and during normal business hours: (a) to enter the Project and
any other location containing the records relating to the Borrower, the Project, the Loans and the
BorrowerÓs compliance with the terms and conditions of the Financing Documents; (b) to inspect
and audit any and all of the BorrowerÓs records or accounts pertaining to the Borrower, the Project,
the Loans and the BorrowerÓs compliance with the terms and conditions of the Financing
Documents; and (c) to require the Borrower, at the BorrowerÓs sole expense, (i) to furnish such
documents to the Governmental Lender, the Fiscal Agent, the Servicer, the Funding Lender
Representative and during the Constrcution Phase, the Financial Monitor, as the Governmental
Lender, the Fiscal Agent, the Servicer, the Funding Lender Representative or the Financial
Monitor, as the case may be, from time to time, deems reasonably necessary in order to determine
that the provisions of the Financing Documents have been complied with and (ii) to make copies
of any records that the Governmental Lender, the Fiscal Agent, the Servicer, the Funding Lender
Representative or the Financial Monitor or the respective duly authorized agents of each, may
reasonably require; provided that notwithstanding the foregoing, no prior notice shall be required
during any period in whch an Event of Default (however denominated) exists. The Borrower shall
make available to the Governmental Lender, the Fiscal Agent, the Servicer, the Funding Lender
Representative and the Financial Monitor, such information concerning the Project, the Security
Instrument and the Financing Documents as any of them may reasonably request.
Section 5.12 Tax Regulatory Agreement. The covenants of the Borrower in the Tax
Regulatory Agreement shall be deemed to constitute covenants of the Borrower running with the
Land and the Easement and an equitable servitude for the benefit of the Governmental Lender and
the Funding Lender and shall be binding upon any owners of the Project until such time as such
restrictions expire as provided in the Tax Regulatory Agreement. The Borrower covenants to file
of record the Tax Regulatory Agreement and such other documents, and to take such other steps
as are necessary in order to assure that the restrictions contained in the Tax Regulatory Agreement
will, subject to the terms of the Tax Regulatory Agreement, be binding upon all owners of the
Project. The Borrower covenants to include such restrictions or a reference to such restrictions in
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Attachment C
any documents transferring any interest in the Project to another to the end that such transferee has
notice of, and is bound by, the Tax Regulatory Agreement. Subject to the provisions of Section
7.06 of this Project Loan Agreement, the Governmental Lender, the Funding Lender
Representative and the Fiscal Agent shall have the right to seek specific performance of or
injunctive relief to enforce the requirements of any covenants of the Borrower contained in the
Tax Regulatory Agreement.
Section 5.13 Damage, Destruction and Condemnation. If prior to full payment of the
Funding Loan (or provision for payment of the Funding Loan in accordance with the provisions
of the Funding Loan Agreement) the Project or any portion of it is destroyed (in whole or in part)
or is damaged by fire or other casualty, or title to, or the temporary use of, the Project or any
portion of it shall be taken under the exercise of the power of eminent domain by any governmental
body or by any person, firm or corporation acting under governmental authority, or shall be
transferred pursuant to an agreement or settlement in lieu of eminent domain proceedings, the
Borrower shall nevertheless be obligated to continue to pay the amounts specified in this Project
Loan Agreement and in the Project Note to the extent the Project Loan is not prepaid in full in
accordance with the terms of the Project Loan Documents.
Section 5.14 Obligation of the Borrower To Construct the Project. The Borrower shall
proceed with reasonable dispatch (and in no event later than required under the Financing
Documents) to complete the construction, development and equipping of the Project as required
by the Financing Documents. If amounts on deposit in the Project Loan Fund designated for the
Project and available to be disbursed to the Borrower are not sufficient to pay the costs of the
acquisition, construction, development and equipping, the Borrower shall pay such additional costs
from its own funds. The Borrower shall not be entitled to any reimbursement from the
Governmental Lender, the Fiscal Agent, the Servicer, the Financial Monitor, the Funding Lender
Representative or the Funding Lender in respect of any such additional costs or to any diminution
or abatement in the repayment of the Project Loan. None of the Fiscal Agent, the Governmental
Lender, the Funding Lender, the Funding Lender Representative, the Financial Monitor or the
Servicer makes any representation or warranty, either express or implied, that money, if any, which
will be paid into the Project Loan Fund or otherwise made available to the Borrower will be
sufficient to complete the Project, and none of the Fiscal Agent, the Governmental Lender, the
Funding Lender, the Funding Lender Representative, the Financial Monitor or the Servicer shall
be liable to the Borrower, the Funding Lender, or any other person if for any reason the Project is
not completed.
Section 5.15 Filing of Financing Statements. The Borrower shall file or record or cause
to be filed or recorded on or prior to the Delivery Date all UCC financing statements which are
required to be filed or recorded in order fully to protect and preserve the security interests relating
to the priority of the Project Loan, the Funding Loan, the Pledged Security and the Security
Instrument, and the rights and powers of the Governmental Lender, the Fiscal Agent and the
Funding Lender in connection with such security interests. The Borrower shall cooperate with the
Fiscal Agent in connection with the filing of any continuation statements for the purpose of
continuing without lapse the effectiveness of such financing statements.
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ARTICLE VI
INDEMNIFICATION
Section 6.01 Indemnification.
(a) Indemnified Losses. To the fullest extent permitted by law, the Borrower agrees
to indemnify, hold harmless and defend the Governmental Lender, the Fiscal Agent, the Servicer,
the Funding Lender, the Financial Monitor and each of its and their respective officers, governing
commissioners, members, managers, directors, officials, employees, attorneys, partners,
shareholders and agents past, present and future (collectively, the Ð Indemnified Parties Ñ and each
an Ð Indemnified Party Ñ), against any and all losses, damages (including, but not limited to,
consequential and punitive damages), claims, actions, liabilities, costs and expenses of any
conceivable nature, kind or character (including, without limitation, reasonable attorneysÓ fees,
litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to
which the Indemnified Parties, or any of them, may become subject under federal or state securities
laws or any other statutory law or at common law or otherwise (collectively, Ð Losses Ñ), to the
extent arising, directly or indirectly, out of or based upon or in any way relating to:
(i) any breach by the Borrower of its obligations under the Financing
Documents or the execution, amendment, restructuring or enforcement thereof, or in
connection with transactions contemplated thereby, including the issuance, sale, transfer,
or resale of the Governmental Note;
(ii) any act or omission of the Borrower or any of its agents, contractors,
servants, employees or licensees in connection with the Project Loan or the Project, the
operation of the Project, or the condition, environmental or otherwise, occupancy, use,
possession, conduct or management of work done in or about, or from the planning, design,
acquisition, installation, construction or equipping of, the Project or any part thereof;
(iii) any accident, injury to, or death of persons or loss of or damage to property
occurring in, on or about the Project or any part thereof;
(iv) any lien (other than liens permitted under the Continuing Covenant
Agreement) or charge upon payments by the Borrower to the Governmental Lender, the
Fiscal Agent or the Servicer hereunder, or any Taxes (including, without limitation, all ad
valorem taxes and sales taxes), assessments, impositions and other charges imposed on the
Governmental Lender or the Fiscal Agent in respect of any portion of the Project (other
than income and similar taxes on fees received or earned in connection therewith);
(v) any violation of any environmental law, rule or regulation, including but not
limited to the release of any hazardous materials onto, from, under, over or across the
Project or any part thereof;
(vi) \[Reserved\]; \[Curious to know what this was.\]
26
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Attachment C
(vii)the enforcement of, or any action taken by the Governmental Lender, the
Fiscal Agent or the Funding Lender Representative related to remedies under this Project
Loan Agreement, the Funding Loan Agreement or any other Financing Document;
(viii)any untrue statement of a material fact or alleged untrue statement of a
material fact by the Borrower contained in any offering statement or document for the
Governmental Note or any of the Financing Documents to which the Borrower is a party,
or any omission or alleged omission by the Borrower of a material fact from any offering
statement or document for the Governmental Note or any of the Financing Documents to
which the Borrower is a party necessary to be stated therein in order to make the statements
made therein by the Borrower, in the light of the circumstances under which they were
made, not misleading;
(ix) any Determination of Taxability with respect to the Governmental Note or
allegations (or regulatory inquiry) that interest on the Governmental Note is includable in
gross income for federal income tax purposes (except to the extent taxable under Section
147(a) of the Code or any successor provision of the Code and applicable Treasury
Regulations or any successor law or regulation);
(x) any audit or inquiry by the Internal Revenue Service, the State Auditor, or
the Minnesota Department of Revenue with respect to the Project and/or the tax-exempt
status of interest earned on the Governmental Note; or
(xi) the Fiscal AgentÓs acceptance or administration of the trust of the Funding
Loan Agreement, or the exercise or performance of any of its powers or duties thereunder
or under any of the documents relating to the Governmental Note to which it is a party;
except (A) in the case of the foregoing indemnification of the Fiscal Agent, or any of its respective
officers, commissioners, members, directors, officials, employees, attorneys, and agents, to the
extent such Losses are caused by the negligence, unlawful acts, or willful misconduct of such
Indemnified Party; or (B) in the case of the foregoing indemnification of the Servicer, the Financial
Monitor, the Funding Lender or the Governmental Lender or any of it or their respective officers,
governing commissioners, members, managers, directors, officials, employees, attorneys, partners,
shareholders and agents, to the extent such Losses are caused by the gross negligence or willful
misconduct of such Indemnified Party.
Notwithstanding the foregoing, during the Permanent Phase, nothing in this Section 6.01(a)
shall impose any recourse liability on the Borrower or its partners for the payment of any principal
of or interest or any Prepayment Premium on the Project Loan.
(b) Procedures. In the event that any action or proceeding is brought against any
Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon
written notice from such Indemnified Party, shall assume the investigation and defense thereof,
including the employment of counsel selected or approved by the Indemnified Party, and shall
assume the payment of all expenses related thereto, with full power to litigate, compromise or
settle the same in its sole discretion; provided that such Indemnified Party shall have the right to
27
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Attachment C
review and approve or disapprove any such compromise or settlement. Each Indemnified Party
shall have the right to employ separate counsel in any such action or proceeding and to participate
in the investigation and defense thereof. The Borrower shall pay the reasonable fees and expenses
of such separate counsel; provided, however, that such Indemnified Party may employ separate
counsel at the expense of the Borrower only if, in such Indemnified PartyÓs good faith judgment,
a conflict of interest exists by reason of common representation or if all parties commonly
represented do not agree as to the action (or inaction) of counsel.
(c) Borrower to Remain Obligated. Notwithstanding any transfer of the Project to
another owner in accordance with the provisions of this Project Loan Agreement, the Security
Instrument and the Tax Regulatory Agreement, the Borrower shall remain obligated to indemnify
each Indemnified Party pursuant to this Section 6.01 for Losses with respect to any claims based
on actions or events occurring prior to the date of such transfer unless (i) such subsequent owner
assumed in writing at the time of such transfer all obligations of the Borrower under this Section
6.01 (including obligations under this Section 6.01 for Losses with respect to any claims based on
actions or events occurring prior to the date of such transfer) and (ii) any such transfer is in
compliance with the requirements of the Financing Documents.
(d) Survival. The provisions of this Section 6.01 shall survive the termination of this
Project Loan Agreement.
Section 6.02 Limitation With Respect to the Funding Lender. Notwithstanding
anything in this Project Loan Agreement to the contrary, in the event that the Funding Lender (or
its nominee) shall become the owner of the Project as a result of a foreclosure or a deed in lieu of
foreclosure, or comparable conversion of the Project Loan, the Funding Lender (or its nominee)
shall not be liable for any breach or default of any prior owner of the Project under this Project
Loan Agreement, including without limitation, the Borrower, and shall only be responsible for
defaults and obligations incurred or occurring during the period that the Funding Lender (or its
nominee) is the owner of the Project. Accordingly, during any period that the Funding Lender (or
its nominee) owns the Project and that this Article VI is applicable to the Funding Lender (or its
nominee), the Funding LenderÓs (or its nomineeÓs) obligations under this Article VI shall be
limited to acts and omissions of the Funding Lender (or its nominee) occurring during the period
of the Funding LenderÓs (or its nomineeÓs) ownership of the Project.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.01 Events of Default. The following shall be Ð Events of Default Ñ under this
Project Loan Agreement, and the term ÐEvent of DefaultÑ shall mean, whenever it is used in this
Project Loan Agreement, one or all of the following events:
(a) Any representation or warranty made by the Borrower in the Financing Documents
or any certificate, statement, data or information furnished by the Borrower in connection
therewith or included by the Borrower in its financing applications to the Governmental Lender,
the Funding Lender (whetehr or not submitted to or through the Servicer or the Financoial Monitor)
28
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Attachment C
and Freddie Mac (whether or not submitted to or through the Freddie Mac Seller/Servicer) for
financing proves at any time to have been incorrect or incomplete when made in any material
respect;
(b) Failure by the Borrower to pay any amounts due under this Project Loan
Agreement, the Project Note or the Security Instrument at the times and in the amounts required
by this Project Loan Agreement, the Project Note and the Security Instrument, as applicable,
subject, only during the Construction Phase, to any applicable cure or grace period set forth in the
Construction Continuing Covenant Agreement;
(c) The Borrower shall fail to observe or perform any other term, covenant, condition
or agreement (after taking into account any applicable cure period) set forth in this Project Loan
Agreement, which failure continues for a period of thirty (30) days after notice of such failure by
the Governmental Lender, the Fiscal Agent, the Servicer, the Financial Monitor or the Funding
Lender Representative to the Borrower (unless such default cannot with due diligence be cured
within thirty (30) days but can be cured within a reasonable period and will not, in the Funding
Lender RepresentativeÓs sole and absolute discretion, adversely affect the Funding Lender or result
in impairment of the Loans, this Project Loan Agreement, any other Financing Document, in which
case no Event of Default shall be deemed to exist so long as Borrower shall have commenced to
cure the default or Event of Default within thirty (30) days after receipt of notice, and thereafter
diligently and continuously prosecutes such cure to completion); provided, however, no such
notice or grace periods shall apply in the case of any such failure which could, in the Funding
Lender RepresentativeÓs judgment, absent immediate exercise by the Funding Lender
Representative of a right or remedy under this Agreement, result in harm to the Funding Lender,
impairment of the Loans, this Project Loan Agreement or any other Financing Document;
(d) The occurrence of a default or an event of default (however denominated) under
the Continuing Covenant Agreement or the Security Instrument (after taking into account any
applicable cure period thereunder) shall, at the discretion of the Funding Lender Representative,
constitute an Event of Default under this Project Loan Agreement but only if the Fiscal Agent is
provided written notice by the Funding Lender Representative that an Event of Default has
occurred under such Financing Document and the Fiscal Agent is instructed by the Funding Lender
Representative that such default constitutes an Event of Default hereunder. The occurrence of an
Event of Default hereunder shall in the sole and absolute discretion of the Funding Lender
Representative constitute a default or an event of default under the other Financing Documents.
Nothing contained in this Section 7.01 is intended to amend or modify any of the provisions
of the Financing Documents or to bind the Governmental Lender, the Fiscal Agent, the Servicer
or the Funding Lender Representative to any notice and cure periods other than as expressly set
forth in the Financing Documents.
Section 7.02 Remedies on Default. Subject to Section 7.06 hereof, whenever any Event
of Default hereunder shall have occurred and be continuing, the Funding Lender (or the Fiscal
Agent at the direction of the Funding Lender), may take any one or more of the following remedial
steps:
29
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Attachment C
(a) The Funding Lender (or the Fiscal Agent at the direction of the Funding Lender)
may take such action, without notice or demand, as the Funding Lender deems advisable to protect
and enforce its rights against the Borrower and in and to the Project, including declaring the Project
Loan to be immediately due and payable (including, without limitation, declaring the principal of,
Prepayment Premium, if any, and interest on and all other amounts due on the Project Note to be
immediately due and payable).
(b) The Funding Lender (or the Fiscal Agent at the direction of the Funding Lender)
may, without being required to give any notice (other than to the Governmental Lender or the
Fiscal Agent, as applicable), except as provided herein, pursue all remedies of a creditor under the
laws of the State, as supplemented and amended, or any other applicable laws.
(c) The Funding Lender (or the Fiscal Agent at the direction of the Funding Lender)
may take whatever action at law or in equity may appear necessary or desirable to collect the
payments under this Project Loan Agreement then due and thereafter to become due, or to enforce
performance and observance of any obligation, agreement or covenant of the Borrower under this
Project Loan Agreement.
In addition, subject to Section 7.06 hereof, the Governmental Lender and the Fiscal Agent
may pursue remedies with respect to the Unassigned Rights.
Any amounts collected pursuant to Article IV hereof and any other amounts which would
be applicable to payment of principal of and interest and any Prepayment Premium on the Funding
Loan collected pursuant to action taken under this Section 7.02 shall be applied in accordance with
the provisions of the Funding Loan Agreement.
Notwithstanding the foregoing, if an Event of Default shall arise hereunder, the limited
partners of Borrower or affiliates under common control with the limited partners of the Borrower
shall have the right, but not the obligation, to cure such default and the Governmental Lender shall
accept such cure as if made on behalf of the Borrower.
Section 7.03 No Remedy Exclusive. Upon the occurrence of an Event of Default, all or
any one or more of the rights, powers, privileges and other remedies available against the Borrower
hereunder or under the Financing Documents or otherwise at law or in equity may be exercised by
the Funding Lender (or the Fiscal Agent at the direction of the Funding Lender), at any time and
from time to time, whether or not the Funding Lender has accelerated the Project Loan, and
whether or not the Funding Lender shall have commenced any foreclosure proceeding or other
action for the enforcement of its rights and remedies under any of the Financing Documents. No
remedy conferred upon or reserved to the Funding Lender or the Fiscal Agent by this Project Loan
Agreement is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given under
this Project Loan Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any Event of Default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right and power
may be exercised from time to time and as often as may be deemed expedient. In order to entitle
the Funding Lender (or the Fiscal Agent at the direction of the Funding Lender) to exercise any
30
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Attachment C
remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such
notice as may be expressly required by this Project Loan Agreement.
Section 7.04 Agreement to Pay AttorneysÓ Fees and Expenses. In the event the
Borrower shall default under any of the provisions of this Project Loan Agreement and the
Governmental Lender, the Fiscal Agent, the Servicer, the Financial Monitor or the Funding Lender
Representative shall employ attorneys or incur other expenses for the collection of loan payments
or the enforcement of performance or observance of any obligation or agreement on the part of the
Borrower contained in this Project Loan Agreement or in the Project Note, the Borrower shall on
demand therefor reimburse the reasonable fees of such attorneys and such other expenses so
incurred.
Section 7.05 No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Project Loan Agreement shall be breached by any party and thereafter waived by
the other parties, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
Section 7.06 Control of Proceedings.
(a) If an Event of Default has occurred and is continuing, notwithstanding anything to
the contrary herein, the Funding Lender Representative shall have the sole and exclusive right at
any time to direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of this Project Loan Agreement, or
for the appointment of a receiver or any other proceedings hereunder, in accordance with the
provisions of law and of this Project Loan Agreement. In addition, the Funding Lender
Representative shall have the sole and exclusive right at any time to directly enforce all rights and
remedies hereunder and under the other Financing Documents with or without the involvement of
the Fiscal Agent or the Governmental Lender. In no event shall the exercise of any of the foregoing
rights result in an acceleration of the Project Loan without the express direction of the Funding
Lender Representative acting in its sole and absolute discretion.
(b) The Governmental Lender and the Fiscal Agent covenant that they will not, without
the prior written consent of the Funding Lender Representative (acting in its sole and absolute
discretion), take any of the following actions:
(i) prosecute any action with respect to a lien or other encumbrance on the
Project; or
(ii) initiate or take any action which may have the effect, directly or indirectly,
of impairing the ability of the Borrower to timely pay the principal of, interest on, or other
amounts due under, the Project Loan; or
(iii) interfere with or attempt to influence the exercise by the Funding Lender
Representative of any of its rights under the Financing Documents upon the occurrence of
any event of default by the Borrower under the Financing Documents; or
31
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Attachment C
(iv) take any action to accelerate or otherwise enforce payment or seek other
remedies with respect to the Project Loan or the Funding Loan.
(c) Notwithstanding Sections 7.06(a) and 7.06(b) hereof, the Governmental Lender or
the Fiscal Agent may:
(i) specifically enforce the tax covenants of the Borrower specified in Sections
2.04 and 2.05 hereof or seek injunctive relief against acts which may be in violation thereof;
(ii) specifically enforce the Tax Regulatory Agreement or seek injunctive relief
against acts which may be in violation of the Tax Regulatory Agreement or are otherwise
inconsistent with the operation of the Project in accordance with applicable requirements
of the Internal Revenue Code and state law (but in neither the case of subsection (c)(i)
above or this subsection (c)(ii) may the Governmental Lender or the Fiscal Agent seek any
form of monetary damages from the Borrower in connection with such enforcement).
In addition, notwithstanding Sections 7.06(a) and 7.06(b) hereof, the Governmental Lender
and the Fiscal Agent may seek specific performance of the other Unassigned Rights (provided no
monetary damages are sought), and nothing herein shall be construed to limit the rights of the
Governmental Lender, the Fiscal Agent or any Indemnified Party related to the Governmental
Lender or the Fiscal Agent under Section 6.01 (each a ÐRelated Indemnified PartyÑ) to enforce
their respective rights against the Borrower under Sections 4.02, 4.03, 6.01 and 7.04 hereof,
provided that no obligation of the Borrower to the Governmental Lender, the Fiscal Agent or any
Related Indemnified Party under such sections shall be secured by or in any manner constitute a
lien on, or security interest in, the Project, whether in favor of the Governmental Lender, the Fiscal
Agent or any Related Indemnified Party, and all such obligations are and shall be subordinate in
priority, in right to payment and in all other respects to all other obligations, liens, rights (including
without limitation the right to payment) and interests arising or created under the Financing
Documents (except for the Fiscal AgentÓs right to receive payment of reasonable fees and expenses
pursuant to Section 6.05(a) of the Funding Loan Agreement after an event of default with respect
to the Funding Loan, which reasonable fees and expenses of the Fiscal Agent shall be payable as
provided thereunder). Accordingly, none of the Governmental Lender, the Fiscal Agent or any
Related Indemnified Party shall have the right to enforce any monetary obligation arising under
such sections other than directly against the Borrower, without recourse to the Project. In addition,
any such enforcement must not cause the Borrower to file or be made subject to an involuntary
petition seeking reorganization, arrangement, adjustment or composition of or in respect of the
Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition,
reorganization, conservation or other similar law in effect now or in the future.
Section 7.07 Assumption of Obligations. At the Funding LenderÓs sole and absolute
discretion, in the event that the Fiscal Agent or the Funding Lender or their respective assignee or
designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu
of foreclosure, such party shall succeed to the rights and the obligations of the Borrower under this
Project Loan Agreement, the Project Note, the Tax Regulatory Agreement, and any other
Financing Documents to which the Borrower is a party or with respect to which it is a third-party
beneficiary or to which the Project is subject. Such assumption shall be effective from and after
32
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Attachment C
the effective date of such acquisition and shall be made with the benefit of the limitations of
liability set forth therein and without any liability for the prior acts of the Borrower.
ARTICLE VIII
MISCELLANEOUS
Section 8.01 Notices.
(a) Whenever in this Project Loan Agreement the giving of notice by mail or otherwise
is required, the giving of such notice may be waived in writing by the person entitled to receive
such notice and in any such case the giving or receipt of such notice shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.
Any notice, request, complaint, demand, communication or other paper required or
permitted to be delivered to the Governmental Lender, the Fiscal Agent, the Funding Lender
Representative, the Borrower, the investor limited partner of the Borrower, the Financial Monitor
or the Servicer shall be sufficiently given and shall be deemed given (unless another form of notice
shall be specifically set forth herein) on the Business Day following the date on which such notice
or other communication shall have been delivered to a national overnight delivery service (receipt
of which to be evidenced by a signed receipt from such overnight delivery service) addressed to
the appropriate party at the addresses set forth in Section 11.04 of the Funding Loan Agreement
or as required or permitted by this Project Loan Agreement by Electronic Notice. The
Governmental Lender, the Fiscal Agent, the Funding Lender Representative, the Borrower, the
Financial Monitor or the Servicer may, by notice given as provided in this paragraph, designate
any further or different address to which subsequent notices or other communication shall be sent.
A duplicate copy of each notice or other communication given hereunder by any party to
the Servicer shall also be given to the Funding Lender Representative and a duplicate copy of each
notice or other communication given hereunder by any party to the Funding Lender Representative
shall be given to the Servicer and during the Constrcution Phase, to the Financial Monitor.
The Fiscal Agent agrees to accept and act upon Electronic Notice of written instructions
and/or directions pursuant to this Project Loan Agreement. If the party sending the Electronic
Notice elects to give the Fiscal Agent e-mail or facsimile instructions (or instructions by a similar
electronic method), the Fiscal AgentÓs understanding of such instructions shall be deemed
controlling. The Fiscal Agent shall not be liable for any losses, costs, or expenses arising directly
or indirectly from the Fiscal AgentÓs reliance upon and compliance with such instructions
notwithstanding that such instructions conflict or are inconsistent with a subsequent written
instruction. The Borrower, the Governmental Lender, or any other party sending such Electronic
Notice pursuant to the Project Loan Agreement agrees to assume all risks arising out of the use of
such electronic methods to submit instructions and directions to the Fiscal Agent, including,
without limitation, the risk of the Fiscal Agent acting on unauthorized instructions, and risk of
interception and misuse of third parties.
33
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Attachment C
(b) The Fiscal Agent shall provide to the Funding Lender Representative, the Servicer
and during the Construction Phase, the Financial Monitor (i) prompt notice of the occurrence of
any Event of Default hereunder and (ii) any written information or other communication received
by the Fiscal Agent hereunder within ten (10) Business Days of receiving a written request from
the Funding Lender Representative for any such information or other communication.
Section 8.02 Concerning Successors and Assigns. All covenants, agreements,
representations and warranties made herein and in the certificates delivered pursuant hereto shall
survive the financing herein contemplated and shall continue in full force and effect so long as the
obligations hereunder are outstanding. Whenever in this Project Loan Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the successors and assigns
of such party; and all covenants, promises and agreements by or on behalf of the Borrower which
are contained in this Project Loan Agreement shall bind its successors and assigns and inure to the
benefit of the successors and assigns of the Governmental Lender, the Fiscal Agent, the Servicer,
the Financial Monitor, the Funding Lender, and the Funding Lender Representative, as applicable.
Section 8.03 Governing Law. This Project Loan Agreement and the Exhibits attached
hereto shall be construed in accordance with and governed by the internal laws of the State and,
where applicable, the laws of the United States of America.
Section 8.04 Modifications in Writing. Modification or the waiver of any provisions of
this Project Loan Agreement or consent to any departure by the parties therefrom, shall in no event
be effective unless the same shall be in writing approved by the parties hereto and shall require the
prior written consent of the Funding Lender Representative and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. No notice to or
demand on the Borrower in any case shall entitle it to any other or further notice or demand in the
same circumstances.
Section 8.05 Further Assurances and Corrective Instruments. The Governmental
Lender, the Fiscal Agent and the Borrower agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements
hereto and such further instruments as may reasonably be required (including such supplements or
further instruments requested by the Funding Lender Representative) for correcting any inadequate
or incorrect description of the performance of this Project Loan Agreement.
Section 8.06 Captions. The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this Project Loan Agreement.
Section 8.07 Severability. The invalidity or unenforceability of any provision of this
Project Loan Agreement shall not affect the validity of any other provision, and all other provisions
shall remain in full force and effect.
Section 8.08 Counterparts. This Project Loan Agreement may be signed in any number
of counterparts with the same effect as if the signatures thereto and hereto were upon the same
instrument.
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Attachment C
Section 8.09 Amounts Remaining in Loan Payment Fund or Other Funds. It is agreed
by the parties hereto that any amounts remaining in the Loan Payment Fund or other funds and
accounts established under the Funding Loan Agreement upon expiration or sooner termination of
the term hereof (and the repayment in full of the Project Loan and all other amounts owing under
the Project Loan Documents), shall be paid in accordance with the Funding Loan Agreement.
Section 8.10 Effective Date and Term. This Project Loan Agreement shall become
effective upon its execution and delivery by the parties hereto, shall be effective and remain in full
force from the date hereof, and, subject to the provisions hereof, shall expire on such date as the
Funding Loan Agreement shall terminate.
Section 8.11 Cross References. Any reference in this Project Loan Agreement to an
ÐExhibit,Ñ an ÐArticle,Ñ a ÐSection,Ñ a ÐSubsectionÑ or a ÐParagraphÑ shall, unless otherwise
explicitly provided, be construed as referring, respectively, to an exhibit attached to this Project
Loan Agreement, an article of this Project Loan Agreement, a section of this Project Loan
Agreement, a subsection of the section of this Project Loan Agreement in which the reference
appears and a paragraph of the subsection within this Project Loan Agreement in which the
reference appears. All exhibits attached to or referred to in this Project Loan Agreement are
incorporated by reference into this Project Loan Agreement.
Section 8.12 Funding Lender Representative, Financial Monitor and Servicer as
Third-Party Beneficiaries. The parties hereto agree and acknowledge that the Funding Lender
Representative, the Financial Monitor and the Servicer are third party beneficiaries of this Project
Loan Agreement.
Section 8.13 Reserved. \[Curious to know what this was.\]
Section 8.14 Non-Liability of Governmental Lender. The Governmental Lender shall
not be obligated to pay the principal (or Prepayment Premium) of or interest on the Funding Loan,
except from Revenues and other money and assets received (or deemed received on account of
direct payments to the Servicer) by the Fiscal Agent on behalf of the Governmental Lender
pursuant to this Project Loan Agreement. Neither the faith and credit nor the taxing power of the
State or any political subdivision thereof, nor the faith and credit of the Governmental Lender or
any member is pledged to the payment of the principal (or Prepayment Premium) or interest on
the Funding Loan. The Governmental Lender shall not be liable for any costs, expenses, losses,
damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason
of or in connection with this Project Loan Agreement, the Funding Loan or the Funding Loan
Agreement, except only to the extent amounts are received for the payment thereof from the
Borrower under this Project Loan Agreement.
The Borrower hereby acknowledges that the Governmental LenderÓs sole source of money
to repay the Funding Loan will be provided by the payments made by the Borrower pursuant to
this Project Loan Agreement, together with investment income on certain funds and accounts held
by the Fiscal Agent under the Funding Loan Agreement, and hereby agrees that if the payments to
be made hereunder shall ever prove insufficient to pay all principal (or Prepayment Premium) and
interest on the Funding Loan as the same shall become due (whether by maturity, prepayment,
35
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Attachment C
acceleration or otherwise), then upon notice from the Fiscal Agent or the Funding Lender, the
Borrower shall pay such amounts as are required from time to time to prevent any deficiency or
default in the payment of such principal (or Prepayment Premium) or interest, including, but not
limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of
the Fiscal Agent, the Borrower, the Governmental Lender or any third party, subject to any right
of reimbursement from the Fiscal Agent, the Governmental Lender or any such third party, as the
case may be, therefor.
Section 8.15 No Liability of Officers. No recourse under or upon any obligation,
covenant, or agreement or in the Governmental Note, or under any judgment obtained against the
Governmental Lender, or by the enforcement of any assessment or by any legal or equitable
proceeding by virtue of any constitution or statute or otherwise or under any circumstances, shall
be had against any incorporator, member, director, commissioner, employee, agent or officer, as
such, past, present, or future, of the Governmental Lender, either directly or through the
Governmental Lender, or otherwise, for the payment for or to the Governmental Lender or any
receiver thereof, or for or to the Funding Lender, of any sum that may be due and unpaid by the
Governmental Lender upon the Funding Loan. Any and all personal liability of every nature,
whether at common law or in equity, or by statute or by constitution or otherwise, of any such
incorporator, member, director, commissioner, employee, agent or officer, as such, to respond by
reason of any act or omission on his or her part or otherwise, for the payment for or to the
Governmental Lender or any receiver thereof, or for or to the Funding Lender, of any sum that
may remain due and unpaid upon the Funding Loan, is hereby expressly waived and released as a
condition of and consideration for the execution of this Project Loan Agreement and the issuance
of the Governmental Note.
Section 8.16 Capacity of the Fiscal Agent. The Fiscal Agent is entering into this Project
Loan Agreement solely in its capacity as Fiscal Agent and shall be entitled to the rights,
protections, limitations from liability and immunities afforded it as Fiscal Agent under the Funding
Loan Agreement. The Fiscal Agent shall be responsible only for the duties of the Fiscal Agent
expressly set forth herein and in the Funding Loan Agreement.
Section 8.17 Reliance. The representations, covenants, agreements and warranties set
forth in this Project Loan Agreement may be relied upon by the Governmental Lender, the Fiscal
Agent, Bond Counsel, the Servicer, the Financial Monitor, the Funding Lender and the Funding
Lender Representative. In performing their duties and obligations under this Project Loan
Agreement and under the Funding Loan Agreement, the Governmental Lender and the Fiscal
Agent may rely upon statements and certificates of the Borrower, upon certificates of tenants
believed to be genuine and to have been executed by the proper person or persons, and upon audits
of the books and records of the Borrower pertaining to occupancy of the Project. In addition, the
Governmental Lender and the Fiscal Agent may consult with counsel, and the opinion of such
counsel shall be full and complete authorization and protection in respect of any action taken or
suffered by the Governmental Lender or the Fiscal Agent under this Project Loan Agreement and
under the Funding Loan Agreement in good faith and in conformity with the opinion of such
counsel. It is expressly understood and agreed by the parties to this Project Loan Agreement (other
than the Governmental Lender) that:
36
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Attachment C
(a) the Governmental Lender may rely conclusively on the truth and accuracy of any
certificate, opinion, notice or other instrument furnished to the Governmental Lender by the Fiscal
Agent, the Funding Lender or the Borrower as to the existence of a fact or state of affairs required
under this Project Loan Agreement to be noticed by the Governmental Lender;
(b) the Governmental Lender shall not be under any obligation to perform any record
keeping or to provide any legal service, it being understood that such services shall be performed
or caused to be performed by the Fiscal Agent, the Funding Lender Representative, the Servicer,
the Financial Monitor or the Borrower, as applicable; and
(c) none of the provisions of this Project Loan Agreement shall require the
Governmental Lender or the Fiscal Agent to expend or risk its own funds (apart from the proceeds
of Funding Loan issued under the Funding Loan Agreement) or otherwise endure financial liability
in the performance of any of its duties or in the exercise of any of its rights under this Project Loan
Agreement, unless it shall first have been adequately indemnified to its satisfaction against the
costs, expenses and liabilities which may be incurred by taking any such action.
\[Signature pages follow\]
37
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Attachment C
IN WITNESS WHEREOF, the parties hereto have executed this Project Loan Agreement,
all as of the date first set forth above.
CITY OF ROSEVILLE, MINNESOTA
By
Its Mayor
By
Its City Manager
\[Signature page to Project Loan Agreement (Twin Lakes Family Apartments Project)\]
S-1
4815-6109-7147.2
12502464v3
Attachment C
U.S. BANK NATIONAL ASSOCIATION, as
Fiscal Agent
By
Its
\[Signature page to Project Loan Agreement (Twin Lakes Family Apartments Project)\]
S-2
4815-6109-7147.2
12502464v3
Attachment C
ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLLP, a Minnesota limited
liability limited partnership
By: ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLC, a Delaware limited
liability company
Its: General Partner
By:
\[Signature page to Project Loan Agreement (Twin Lakes Family Apartments Project)\]
S-3
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12502464v3
Attachment C
S-4
4815-6109-7147.2
12502464v3
Attachment C
Document comparison by Workshare 10.0 on Tuesday, May 5, 2020 8:56:56 AM
Input:
Document 1 ID netdocuments://4815-6109-7147/1
Tax-Exempt - 12502464-v2-Roseville_Twin Lakes Family
Description
2020 - PROJECT LOAN AGREEMENT
Document 2 ID netdocuments://4815-6109-7147/2
Tax-Exempt - 12502464-v2-Roseville_Twin Lakes Family
Description
2020 - PROJECT LOAN AGREEMENT
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Attachment D
AMENDED AND RESTATED REGULATORY AGREEMENT
among
CITY OF ROSEVILLE, MINNESOTA
as Governmental Lender
U.S. BANK NATIONAL ASSOCIATION
as Fiscal Agent
and
ROSEVILLE LEASED HOUSING ASSOCIATES I, LLLP,
as Borrower
Dated as of June 1, 2020
This instrument drafted by:
Taft Stettinius & Hollister LLP (CJC)
th
80 South 8 Street, Suite 2200
Minneapolis, Minnesota 55402
12519391v3
Attachment D
TABLE OF CONTENTS
Page
Section 1. Definitions ........................................................................................................... 2
Section 2. Representations by the Borrower ........................................................................ 5
Section 3. Qualified Residential Rental Project ................................................................... 6
Section 4. Low Income Tenants ........................................................................................... 8
Section 5. Restrictions Imposed by Minnesota Statutes, Chapter 474A ............................ 11
Section 6. Covenants Run with the Land ........................................................................... 12
Section 7. Indemnification .................................................................................................. 12
Section 8. Consideration ..................................................................................................... 12
Section 9. Reliance ............................................................................................................. 12
Section 10. Sale or Transfer of the Project ........................................................................... 13
Section 11. Term .................................................................................................................. 13
Section 12. Burden and Benefit ............................................................................................ 14
Section 13. Enforcement ...................................................................................................... 14
Section 14. The Fiscal Agent and the Governmental Lender ............................................... 15
Section 15. Amendment ....................................................................................................... 15
Section 16. Right of Access to the Project and Records ...................................................... 15
Section 17. No Conflict with Other Documents ................................................................... 16
Section 18. Severability ........................................................................................................ 16
Section 19. Notices ............................................................................................................... 16
Section 20. Governing Law .................................................................................................. 17
Section 21. Payment of Fees ................................................................................................ 17
Section 22. Limited Liability ................................................................................................ 17
Section 23. Actions of Governmental Lender ...................................................................... 18
Section 24. Counterparts ...................................................................................................... 18
Section 25. Recording and Filing ......................................................................................... 18
Section 26. Third-Party Beneficiary ..................................................................................... 19
Section 27. Freddie Mac Rider ............................................................................................. 19
Section 28. Amendment and Restatement; Recordation ...................................................... 19
EXHIBIT A LEGAL DESCRIPTION OF LAND ............................................................... A-1
EXHIBIT BÎ1 FORM OF INITIAL INCOME CERTIFICATION ..................................... B-1-1
-i-
12519391v3
Attachment D
TABLE OF CONTENTS
(continued)
Page
EXHIBIT BÎ2 FORM OF INCOME RECERTIFICATION ................................................ B-2-1
EXHIBIT C CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE ................ C-1
FREDDIE MAC RIDER
-ii-
12519391v3
Attachment D
AMENDED AND RESTATED REGULATORY AGREEMENT
THIS AMENDED AND RESTATED REGULATORY AGREEMENT, dated as of June
1, 2020 (this ÐRegulatory AgreementÑ), is made and entered into among the CITY OF
ROSEVILLE, MINNESOTA, a municipal corporation and political subdivision of the State of
Minnesota (the ÐGovernmental LenderÑ), U.S. BANK NATIONAL ASSOCIATION, a national
banking association (the ÐFiscal AgentÑ), and ROSEVILLE LEASED HOUSING ASSOCIATES
I, LLLP, a Minnesota limited liability limited partnership (the ÐBorrowerÑ).
RECITALS
The Governmental Lender is authorized to issue bonds or other obligations to provide
financing for multifamily housing developments in accordance with the terms of Minnesota
Statutes, Chapter 462C, as amended.
For the purpose of providing short-term financing for the acquisition, construction, and
equipping of an approximately 228-unit multifamily rental housing development and functionally
related facilities to be located at 1717 and 1743 County Road C West in the City of Roseville,
Minnesota (the ÐProjectÑ), on the real property described on EXHIBIT A attached hereto and
inclusive of the easement described therein (collectively, the ÐLandÑ), funding one or more reserve
funds to secure the timely payment of the Prior Note (as defined below), if necessary, paying
interest on the Prior Note during the construction of the Project, if necessary, and paying the costs
of issuing the Prior Note, the Governmental Lender previously issued its Multifamily Housing
Revenue Note (Twin Lakes Family Apartments Project), Series 2019 (the ÐPrior NoteÑ), in the
original aggregate principal amount of $4,346,852, in accordance with the terms of Resolution No.
11647, adopted by the City Council of the Governmental Lender on November 4, 2019 (the ÐPrior
ResolutionÑ).
The Governmental Lender loaned the proceeds derived from the sale of the Prior Note to
the Borrower pursuant to the terms of a Loan Agreement, dated November 25, 2019, between the
Governmental Lender and the Borrower, to finance the Project (the ÐPrior Loan AgreementÑ).
The Governmental Lender, the Borrower, and Bridgewater Bank, the holder of the Prior
Note (ÐBridgewaterÑ), entered into a Regulatory Agreement dated November 25, 2019 (the
ÐOriginal Regulatory AgreementÑ) pursuant to the Prior Resolution and the Prior Loan Agreement.
The Borrower has requested that the Governmental Lender issue its Multifamily Housing
Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 (the ÐNoteÑ)
pursuant to a Funding Loan Agreement (the ÐFunding Loan AgreementÑ) dated as of June 1, 2020
among the Governmental Lender, the Fiscal Agent and America First Multifamily Investors, LP
(the ÐInitial Funding LenderÑ) in accordance with Resolution No. ____ adopted by the City
Council of the Governmental Lender on May 18, 2020 (collectively, the ÐResolutionÑ) and a
Project Loan Agreement among the Governmental Lender, the Fiscal Agent, and the Borrower,
dated as of June 1, 2020 (the ÐLoan AgreementÑ), to provide funds to refund and redeem the Prior
Note and to provide long-term financing for the Project.
In connection with the refunding of the Prior Note, Bridgewater has assigned all of its right,
title and interest in, to and under the Original Regulatory Agreement to the Fiscal Agent.
12519391v3
Attachment D
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Fiscal Agent, and the Governmental Lender have determined to
amend and restate the Original Regulatory Agreement in its entirety in order to assure compliance
with certain requirements of the Code (hereinafter defined) and of the Act (hereinafter defined)
applicable to the Project.
NOW, THEREFORE, the Borrower, the Fiscal Agent, and the Governmental Lender do
hereby impose upon the Project the following covenants, restrictions, charges, and easements,
which shall run with the land and shall be binding and a burden upon the Project and all portions
thereof, and upon any purchaser, grantee, owner, or lessee of any portion of the Project and any
other person or entity having any right, title, or interest therein and upon the respective heirs,
executors, administrators, devisees, successors, and assigns of any purchaser, grantee, owner, or
lessee of any portion of the Project and any other person or entity having any right, title, or interest
therein, for the length of time that this Regulatory Agreement shall be in full force and effect in
accordance with the provisions hereof:
Section 1. Definitions. Unless otherwise expressly provided herein or unless the
context clearly requires otherwise, the terms defined above shall have the meanings set forth above
and the following terms shall have the respective meanings set forth below for the purposes hereof.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in
the Funding Loan Agreement.
Ð Act Ñ means Minnesota Statutes, Chapters 462A, 462C and 474A, as amended.
Ð Adjusted Income Ñ means the adjusted income of a person (together with the adjusted
income of all persons of the age of 18 years or older who intend to reside with such person in one
Dwelling Unit), as calculated in the manner prescribed under Section 142(d)(2)(B) of the Code.
Ð Bond Counsel Ñ means Taft Stettinius & Hollister LLP, or any other attorney at law or firm
of attorneys, of nationally-recognized standing in matters pertaining to the federal tax exemption
of interest on bonds and other obligations issued by states and political subdivisions thereof, duly
admitted to practice law before the highest court of any state of the United States of America.
Ð Borrower Ñ means Roseville Leased Housing Associates I, LLLP, a Minnesota limited
liability limited partnership, its successors and assigns, to the extent permitted by the Loan
Agreement.
Ð Certificate of Continuing Program Compliance Ñ means the document substantially in the
form of EXHIBIT C hereto.
Ð Code Ñ means the Internal Revenue Code of 1986, as amended, and all applicable
regulations (whether proposed, temporary or final) under the Code and the statutory predecessor
of the Code, and any official rulings and judicial determinations under the foregoing applicable to
the Note.
Ð County Ñ means Ramsey County in the State.
2
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Attachment D
Ð Dwelling Units Ñ means the units of multifamily residential rental housing comprising the
Project.
Ð Event of Default Ñ has the meaning specified in Section 13 hereof.
Ð Fiscal AgentÑ means U.S. Bank National Association, or any successor or assign.
Ð Functionally Related and Subordinate Ñ shall mean and include facilities for use by
tenants, for example, laundry facilities, parking areas, and recreational facilities, provided that the
same is of a character and size commensurate with the character and size of the Project.
Ð Funding Lender Ñ means the Initial Funding Lender and any subsequent holder of the
Note.
Ð Governmental Lender Ñ means the City of Roseville, Minnesota, a municipal corporation
and political subdivision of the State.
Ð Housing Act Ñ means the United States Housing Act of 1937, as amended, codified as 42
U.S.C. Sections 1401 et seq.
Ð Loan Ñ means the loan of the proceeds of the Note provided by the Governmental Lender
to the Borrower pursuant to the Loan Agreement to provide refinancing for the Project.
Ð Loan Agreement Ñ means the Project Loan Agreement, dated as of June 1, 2020, among
the Governmental Lender, the Borrower, and the Fiscal Agent, as it may be amended and
supplemented from time to time.
Ð Low Income Tenants Ñ means persons or families with Adjusted Income which does not
exceed 60% of the Median Income for the Area adjusted for household size. In no event will the
occupants of a unit be considered to be Low Income Tenants if all of such occupants are students
(as defined in Section 152(f)(2) of the Code), unless the unit is occupied:
(i) by an individual who is (A) a student and receiving assistance under Title
IV of the Social Security Act, (B) a student who was previously under the care and
placement responsibility of the State agency responsible for administering a plan under
Part B or Part E of Title IV of the Social Security Act, or (C) enrolled in a job training
program receiving assistance under the Job Training Partnership Act or under other similar
federal, State, or local laws; or
(ii) entirely by full-time students if such students are (A) single parents and their
children and such parents are not dependents (as defined in Section 152 of the Code,
determined without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) of another
individual and such children are not dependents (as defined in Section 152 of the Code,
determined without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) of another
individual other than a parent of such children, or (B) married and entitled to file a joint
return.
3
12519391v3
Attachment D
Ð Low Income Units Ñ means the Dwelling Units in the Project designated for occupancy by
Low Income Tenants pursuant to Section 4(a) of this Regulatory Agreement.
Ð Median Income for the Area Ñ means the median yearly income for households of an
applicable size in the applicable Primary Metropolitan Statistical Area as most recently determined
by the Secretary of Housing and Urban Development under Section 8(f)(3) of the Housing Act, or,
if such figures are no longer available, the method of calculation is substantially altered, or the
programs under Section 8(f) are terminated, the Governmental Lender shall provide the Borrower
with another income determination that is reasonably similar to the method used by the Secretary
prior to such termination.
Ð Note Ñ means the Governmental LenderÓs Multifamily Housing Revenue Refunding Note
(Twin Lakes Family Apartments Project), Series 2020, issued in the original aggregate principal
amount of $34,000,000.
Ð Project Ñ has the meaning assigned to such term in the recitals to this Regulatory
Agreement.
Ð Qualified Project Period Ñ means the period beginning on the later of the date of issuance
of the Note and the first day on which 10% of the Dwelling Units in the Project are occupied and
ending on the latest of:
(i) the date which is 15 years after the date on which 50% of the Dwelling Units
in the Project are occupied;
(ii) the first day on which no tax-exempt private activity bond issued with
respect to the Project is outstanding, or
(iii)the date on which any assistance provided with respect to the Project under
Section 8 of the United States Housing Act of 1937 terminates.
Ð Regulatory Agreement Ñ means this Amended and Restated Regulatory Agreement,
together with any amendments or supplements hereto.
Ð Resolution Ñ means, Resolution No. ____, adopted by the City Council of the
Governmental Lender on May 18, 2020, authorizing the issuance of the Note.
Ð Section 474A Penalty Ñ means the penalty described in Minnesota Statutes, Section
474A.047, subdivision 3, as applied to the Project.
Ð State Ñ means the State of Minnesota.
Ð Treasury Regulations Ñ means the regulations promulgated or proposed by the Department
of the Treasury pursuant to the Code from time to time or pursuant to any predecessor statute to
the Code.
Unless the context clearly requires otherwise, as used in this Regulatory Agreement words
of the masculine, feminine or neuter gender shall be construed to include each other gender when
4
12519391v3
Attachment D
appropriate, and words of the singular number shall be construed to include the plural number, and
vice versa, when appropriate. This Regulatory Agreement and all of the terms and provisions
hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity
hereof.
Section 2. Representations by the Borrower. The Borrower covenants, represents,
and warrants that:
(a) The Borrower is a limited liability limited partnership organized and existing under
the laws of the State. The Borrower is in good standing in the State and has duly authorized, by
proper action, the execution and delivery of this Regulatory Agreement. The Borrower is duly
authorized by the laws of the State to transact business in the State and to perform all of its duties
hereunder.
(b) Neither the execution and delivery of this Regulatory Agreement or any other
document in connection with the financing of the Project, the consummation of the transactions
contemplated hereby and thereby nor the fulfillment of or compliance with the terms and
conditions hereof and thereof conflicts with or results in a breach of any of the terms, conditions,
or provisions of any agreement or instrument to which the Borrower is now a party or by which it
is bound or constitutes a default (with due notice or the passage of time or both) under any of the
foregoing or results in the creation or imposition of any prohibited lien, charge, or encumbrance
whatsoever upon any of the property or assets of the Borrower under the terms of any instrument
or agreement to which the Borrower is now a party or by which it is bound.
(c) The execution, delivery, and performance of this Regulatory Agreement and all
other documents to be delivered by the Borrower in connection with the consummation of the
transactions contemplated hereby will not conflict with, or constitute a breach of or default under,
any indenture, mortgage, deed of trust, lease, commitment, agreement, or other instrument or
obligation to which the Borrower is a party or by which the Borrower or any of its property is
bound, or under any law, rule, regulation, judgment, order, or decree to which the Borrower is
subject or by which the Borrower or any of its property is bound.
(d) To the best of the BorrowerÓs knowledge, there is no action, suit, proceeding,
inquiry, or investigation by or before any governmental agency, public board, or body pending or
threatened against the Borrower (nor to the best of its knowledge is there any basis therefor),
which:
(i) affects or seeks to enjoin, prohibit, or restrain the issuance, sale, or delivery
of the Note or the use of the proceeds of the Note to finance the acquisition, construction,
and equipping of the Project or the execution and delivery of this Regulatory Agreement,
(ii) affects or questions the validity or enforceability of the Note or this
Regulatory Agreement,
(iii) questions the tax exempt status of interest earned on the Note, or
5
12519391v3
Attachment D
(iv) questions the power or authority of the Borrower to own, acquire, construct,
equip, or operate the Project or to execute, deliver, or perform the BorrowerÓs obligations
under this Regulatory Agreement.
(e) The Project will be located wholly within the boundaries of the City of Roseville,
Minnesota.
(f) As of the date on which the Note is executed and delivered to the Initial Funding
Lender, the Borrower will have title to and other interests in the Land sufficient to carry out the
purposes of this Regulatory Agreement, and the Borrower will not transfer its interests in the Land,
except as otherwise permitted by this Regulatory Agreement.
(g) The Project consists and will consist of those facilities described herein, which
generally are described as a residential apartment building and related facilities situated on the real
property described in EXHIBIT A hereto. The Borrower shall make no changes to the Project or
to the operation thereof which would affect the qualification of the Project under the Act or impair
the exemption from federal income taxation of the interest on the Note. The Borrower will utilize
and operate the Project as a multifamily rental housing project during the term of the Note in
accordance with all applicable federal, State, and local laws, rules, and regulations applicable to
the Project.
(h) The Borrower has obtained, or will obtain on or before the date required therefor,
all necessary certificates, approvals, permits, and authorizations with respect to the operation of
the Project.
(i) The Borrower does not currently own and does not intend to own the Note. The
Borrower acknowledges and understands that if the Borrower or a Ðsubstantial userÑ of the Project
financed with the proceeds of the Note or a Ðrelated person,Ñ as those terms are employed in
Section 147(a) of the Code, owns the Note, or any portion thereof, interest on the Note during such
period of ownership will not be excludable from gross income for federal income tax purposes.
(j) The Borrower does not own any buildings or structures which are proximate to the
Project other than those buildings or structures which comprise the Project, which are being
financed pursuant to a common plan under which the Project is also being financed.
(k) The statements made in the various certificates delivered by the Borrower to the
Governmental Lender or the Fiscal Agent on the date of issuance of the Note are true and correct.
Section 3. Qualified Residential Rental Project. The Borrower shall acquire,
construct, equip, own, manage, and operate the Project as a Ðqualified residential rental project,Ñ
as such phrase is utilized in Section 142(d) of the Code, on a continuous basis during the Qualified
Project Period. To that end, the Borrower hereby represents, warrants, and covenants as follows:
(a) that a qualified residential rental project will be acquired and constructed on the
property described in EXHIBIT A hereto, and the Borrower shall own, manage and operate the
Project as a qualified residential rental project containing Dwelling Units and facilities
Functionally Related and Subordinate to such Dwelling Units, in accordance with Section
6
12519391v3
Attachment D
142(a)(7) and Section 142(d) of the Code and all applicable Treasury Regulations promulgated
thereunder, as the same may be amended from time to time;
(b) that all of the Dwelling Units of the Project will be similarly constructed and each
Dwelling Unit in the Project will contain complete facilities for living, sleeping, eating, cooking,
and sanitation for a single person or a family;
(c) that:
(i) none of the Dwelling Units in the Project shall at any time in the future be
utilized on a transient basis;
(ii) that none of the Dwelling Units in the Project shall at any time in the future
be leased or rented for a period of less than 30 days; and
(iii) that neither the Project nor any portion thereof shall be used as a hotel,
motel, dormitory, fraternity house, sorority house, rooming house, hospital, nursing home,
sanitarium, rest home, or trailer park or trailer court for use on a transient basis, or by a
cooperative housing corporation (as defined in Section 216(b)(1) of the Code);
(d) that once available for occupancy:
(i) each Dwelling Unit in the Project must be rented or available for rental on
a continuous basis to members of the general public during the Qualified Project Period;
and
(ii) the Borrower shall not give preference in renting Dwelling Units in the
Project to any particular class or group of persons, other than Low Income Tenants as
provided herein or as otherwise permitted by law;
(e) that the Dwelling Units in the Project shall be leased and rented to members of the
general public in compliance with this Regulatory Agreement, except for any Dwelling Unit for a
resident manager or maintenance personnel;
(f) that the Project consists of one or more discrete edifices and other man made
construction, each consisting of an independent foundation, outer walls and roof, all of which will
be (i) owned by the same person for federal tax purposes, (ii) located on a common tract of land
or two or more parcels of land which are contiguous except for being separated only by a road,
street, stream, or a similar property and (iii) financed by the Loan or otherwise pursuant to a
common plan of financing, and which consists entirely of:
(i) units which are similar in quality and type of construction and amenities;
and
(ii) property Functionally Related and Subordinate in purpose and size to the
Project, e.g., parking areas, laundries, swimming pools, tennis courts, and other
recreational facilities (none of which may be unavailable to any person because such person
is a Low Income Tenant) and other facilities which are reasonably required for the Project,
7
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Attachment D
e.g., heating and cooling equipment, trash disposal equipment, or units for residential
managers or maintenance personnel;
(g) that no portion of the Project shall be used to provide any health club facility, any
facility primarily used for gambling, or any store the principal business of which is the sale of
alcoholic beverages for consumption off premises;
(h) that the Project shall not include a Dwelling Unit in a building where all Dwelling
Units in such building are not also included in the Project;
(i) that the Borrower shall not convert the Project to condominium or cooperative
ownership;
(j) that no Dwelling Unit in the Project shall be occupied by any partner of the
Borrower (or any person related to a partner of the Borrower or to any related person to the
Borrower within the meaning of Section 147(a)(2) of the Code) at any time unless such person
resides in a Dwelling Unit in a building or structure which contains at least five Dwelling Units
and unless the resident of such Dwelling Unit is a resident manager or other necessary employee
(e.g., maintenance and security personnel);
(k) that the Note will not be Ðfederally guaranteed,Ñ as defined in Section 149(b) of the
Code;
(l) that the Project shall at all times be used and operated as a Ðmultifamily housing
development,Ñ as defined in the Act; and
(m) that the Borrower shall not discriminate on the basis of race, creed, color, sex,
sexual preference, source of income (e.g., AFDC or SSI), physical disability, national origin, or
marital status in the rental, lease, use, or occupancy of the Project or in connection with the
employment or application for employment of persons for the operation and management of the
Project.
Section 4. Low Income Tenants. Pursuant to the requirements of the Act and Section
142(d) of the Code, the Borrower hereby represents, warrants, and covenants as follows:
(a) Upon completion of the Project, at least 40% of the units in the Project will be
occupied or held for occupancy by Low Income Tenants. Throughout the Qualified Project Period,
not less than 40% of the completed units in the Project shall be continuously occupied or held for
occupancy by Low Income Tenants. The Borrower will designate the Low Income Units and will
make any revisions to such designations as necessary to comply with the applicable provisions of
the Code and the Treasury Regulations. As set forth in paragraph (e) below, the Borrower shall
advise the Governmental Lender and the Fiscal Agent by delivery of a certificate in writing of the
status of the occupancy of the Project with respect to Low Income Tenants on an annual basis for
the term of this Regulatory Agreement. An Annual Certification of a Residential Rental Project,
Form 8703 (Rev. September 2013), or successor form, shall be prepared annually by the Borrower
and filed with the United States Secretary of the Treasury pursuant to Section 142(d)(7) of the
Code (currently with the Internal Revenue Service Center, Ogden, Utah 84201), with a copy to be
8
12519391v3
Attachment D
filed by the Borrower with the Governmental Lender and the Fiscal Agent. The percentage of
units is measured by number of units, and not square footage of units.
For purposes of satisfying the occupancy requirements set forth above, a unit occupied by
a person or family who at the commencement of their occupancy qualified as a Low Income Tenant
shall be treated as occupied by a Low Income Tenant until such time as any recertification of such
tenantÓs income in accordance with subsections (c) and (h) below demonstrates that such tenantÓs
income exceeds 140% of the income limitation applicable to Low Income Tenants or the tenant
vacates the unit.
A unit occupied by a Low Income Tenant shall be deemed, upon the termination of such
tenantÓs occupancy, to be continuously occupied by a Low Income Tenant until reoccupied, other
than for a temporary period (not to exceed 60 days), at which time the character of the unit shall
be redetermined.
(b) The Borrower will notify the Governmental Lender on an annual basis of any
vacancy of any Low Income Units.
(c) The Borrower will obtain, complete, and maintain on file income certifications
from each Low Income Tenant, obtained immediately prior to the initial occupancy of such tenant
in the Project, and thereafter re-obtain in any year in which a unit in the Project is occupied by a
new resident whose income exceeds the applicable income limit, income certifications (based upon
their then current income), from each Low Income Tenant, substantially in the form of the income
certification set forth in the attached EXHIBIT BÎ1 for initial certifications and EXHIBIT BÎ2 for
recertifications or another form approved by Bond Counsel (each, an ÐIncome CertificationÑ) and
will provide such additional information as may be required by Section 142(d) of the Code, as the
same may be amended from time to time, or in such other form and manner as may be required by
applicable rules, rulings, policies, procedures, Treasury Regulations now or hereafter promulgated,
proposed or made by the Department of the Treasury or the Internal Revenue Service applicable
to the Note. Such Income Certification shall be obtained prior to initial occupancy. If requested
by the Fiscal Agent or Governmental Lender, a copy of such Income Certification shall be filed
with the Fiscal Agent and the Governmental Lender prior to occupancy by the tenant whenever
possible but in no event more than one month after initial occupancy by the tenant. A copy of each
re-certification of income shall be attached to each report filed with the Governmental Lender and
the Fiscal Agent pursuant to Section 4(a) above. The Borrower shall make a good-faith effort to
verify that the income reported by an applicant in an income certification is accurate by taking at
least one of the following steps as a part of the verification process: (1) obtain a pay stub for the
most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) conduct a
credit or similar search, (4) obtain an income verification form from the applicantÓs current
employer, (5) obtain an income verification form from the Social Security Administration if the
applicant receives assistance from such agency, or (6) if the applicant is unemployed and has no
such tax return, obtain another form of independent verification. If the Low Income Tenant is a
Section 8 Certificate Holder, the Borrower shall retain a copy of the certificate or voucher for
verification of income in lieu of an income verification.
The Borrower understands that failure to file the Annual Certification of a Residential
Rental Project, Form 8703 (Rev. September 2013), or successor form, as required by Section
9
12519391v3
Attachment D
142(d)(7) of the Code at the times stated therein may subject it to the penalty described in Section
6652(j) of the Code.
(d) The Borrower will maintain complete and accurate records pertaining to the Low
Income Units and will permit, upon reasonable prior notice, any duly authorized representative of
the Governmental Lender, the Fiscal Agent, the Funding Lender, the Department of the Treasury,
or the Internal Revenue Service to inspect the books and records of the Borrower pertaining to the
Project, including those records pertaining to the occupancy of the Low Income Units. This section
is not intended to create any additional duties to inspect records.
(e) The Borrower will prepare and submit to the Governmental Lender and the Fiscal
Agent, and if requested, the Funding Lender on or before \[May\] 1 of each year during the Qualified
Project Period, beginning the first \[May\] 1 following commencement of the Qualified Project
Period, a Continuing Program Compliance Certificate in the form of EXHIBIT C attached hereto
and executed by the Borrower, and, if requested by the Fiscal Agent or Governmental Lender the
Income Certifications described in Section 4(c) above.
(f) The Borrower, upon becoming aware of an Event of Default, will notify the
Governmental Lender, the Funding Lender and the Fiscal Agent, in writing, of the occurrence of
any such Event of Default hereunder or any event which, with the passage of time or service of
notice, or both, would constitute an Event of Default hereunder, specifying the nature and period
of existence of such event and the actions being taken or proposed to be taken with respect thereto.
Such notice shall be given promptly and in no event longer than 10 Business Days after the
Borrower receives notice or gains knowledge of the occurrence of any such event. The Borrower
further agrees that it will give prompt written notice to the Fiscal Agent and the Funding Lender if
insurance proceeds or condemnation awards are received with respect to the Project and are not
used to repair or replace the Project, which notice shall state the amount of such proceeds or award.
(i) Except as provided in (ii) below, the Borrower shall accept as tenants on the
same basis as all other prospective tenants Low Income Tenants who are recipients of
federal certificates for rent subsidies pursuant to the existing program under Section 8 of
the Housing Act or its successor and shall not apply selection criteria to Section 8
certificate/voucher holders that are more burdensome than the criteria applied to all other
prospective tenants.
(ii) The Borrower agrees to modify the leases for units in the Project as
necessary to allow the rental of Low Income Units to Section 8 certificate/voucher holders.
(g) Each lease pertaining to a Low Income Unit shall contain a provision to the effect
that the Borrower has relied on the income certification and supporting information supplied by
the Low Income Tenant in determining qualification for occupancy of the Low Income Unit and
that any material misstatement in such certification (whether or not intentional) will be cause for
immediate termination of such lease.
(h) Throughout the Qualified Project Period, the Borrower shall re-certify each Low
Income TenantÓs income on or before the anniversary of the Low Income TenantÓs tenancy, in any
year in which a unit in the Project is occupied by a new resident whose income exceeds the
10
12519391v3
Attachment D
applicable income limit, by obtaining a completed Income Certification. In the event the re-
certification demonstrates that any such tenantÓs household income exceeds 140% of the
applicable income limit, the Borrower shall hold the next available unit or units of comparable or
smaller size in the Project available for rental by new Low Income Tenants.
The Borrower in its sole discretion may notify, in writing, each tenant who is no longer a
Low Income Tenant of such fact, and that the rent of such tenant(s) is subject to increase 30 days
after receipt of such notice. The Borrower shall be entitled to so increase any such tenantÓs rent
only if Borrower complies with any law applicable thereto and only after the Borrower has rented
the next available unit or units in the Project on a one-for-one basis to a Low Income Tenant, or
holds units vacant and available for occupancy by Low Income Tenants.
The Borrower agrees to inform all prospective Low Income Tenants of the requirements
for re-certification of income and of the provisions of the preceding paragraph.
Section 5. Restrictions Imposed by Minnesota Statutes, Chapter 474A. Because
the Note is issued by the Governmental Lender as a residential rental project bond, as defined in
Minnesota Statutes, Chapter 474A, as amended (ÐChapter 474AÑ), and has received an allocation
of tax exempt bonding authority pursuant to applicable provisions of Chapter 474A, the restrictions
imposed by Chapter 474A apply to the Project as described below.
(a) In addition to any other restrictions on rent or the income of tenants set forth in this
Regulatory Agreement, during the Qualified Project Period, the Borrower shall restrict rents on at
least 20% of the units in the Project (which may consist of the same units as meet the requirements
of Section 4) to an amount not exceeding the area fair market rents or exception fair market rents,
as applicable, for existing housing as established by the federal Department of Housing and Urban
Development from time to time, which units shall be occupied, or held for occupancy, by Low
Income Tenants. The rental rates of units in a residential rental project for which rental assistance
payments are made are deemed to be within the rent limitations of this clause if the amount paid
by the tenants is less than the fair market rents.
(b) The annual certifications required to be made by the Borrower hereunder shall
conform to the requirements of Section 474A.047, subdivision 3, and the Governmental Lender
shall have the authority to impose upon the Borrower any and all penalties described in Section
474A.047, subdivision 3, from time to time, in addition to any remedies otherwise available under
this Regulatory Agreement.
(c) The Borrower must satisfy the requirements of Section 474A.047, subdivision 1(a),
during the Qualified Project Period. The Borrower must annually certify to the Governmental
Lender over the term of this Regulatory Agreement that the rental rates for the rent-restricted units
are within the limitations under Section 474A.047, subdivision 1(a), of Chapter 474A. The
Governmental Lender may request individual certification of the income of residents of the
income-restricted units. The Commissioner of Minnesota Management and Budget may request
from the Governmental Lender a copy of the annual certification prepared by the Borrower. The
Commissioner of Minnesota Management and Budget may require the Governmental Lender to
request individual certification of all residents of the income-restricted units.
11
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Attachment D
Section 6. Covenants Run with the Land. The Borrower hereby declares its express
intent that the covenants, restrictions, charges, and easements set forth herein shall be deemed
covenants running with the Land and shall, except as otherwise provided in this Regulatory
Agreement, pass to and be binding upon the BorrowerÓs successors in title including any purchaser,
grantee, owner, or lessee of any portion of the Project and any other person or entity having any
right, title, or interest therein and upon the respective heirs, executors, administrators, devisees,
successors, and assigns of any purchaser, grantee, owner, or lessee of any portion of the Project
and any other person or entity having any right, title, or interest therein. Except as otherwise
provided in, or the Freddie Mac Rider to, this Regulatory Agreement, each and every contract,
deed, or other instrument hereafter executed covering or conveying the Project or any portion
thereof or interest therein shall contain an express provision making such conveyance subject to
the covenants, restrictions, charges, and easements contained herein; provided, however, that any
such contract, deed, or other instrument shall conclusively be held to have been executed,
delivered, and accepted subject to such covenants, regardless of whether or not such covenants are
set forth or incorporated by reference in such contract, deed, or other instrument.
Section 7. Indemnification. The Borrower hereby covenants and agrees that it shall
indemnify and hold harmless the Governmental Lender and its officers, agents, and employees
(the ÐIndemnified PartiesÑ) and the Fiscal Agent and its officers, agents, members, directors,
officials, and employees as provided in the Loan Agreement. All provisions of the Loan
Agreement relating to indemnification are incorporated by reference herein and are considered
provisions of this Regulatory Agreement, as if expressly set out herein.
Section 8. Consideration. The Governmental Lender has issued the Note in part to
provide funds to make the Loan to refinance and finance the acquisition, construction, and
equipping of the Project all for the purpose, among others, of inducing the Borrower to acquire,
construct, equip, and operate the Project. In consideration of the issuance of the Note by the
Governmental Lender, the Borrower has entered into this Regulatory Agreement and has agreed
to restrict the uses to which the Project can be put on the terms and conditions set forth herein.
Section 9. Reliance. The Governmental Lender and the Borrower hereby recognize
and agree that the representations and covenants set forth herein may be relied upon by all persons
interested in the legality and validity of the Note and in the exemption from federal income taxation
of the interest on the Note. In performing their duties and obligations hereunder, the Governmental
Lender and the Fiscal Agent may rely upon statements and certificates of the Borrower and the
tenants and upon audits of the books and records of the Borrower pertaining to the Project. In
addition, the Governmental Lender and the Fiscal Agent may consult with counsel, and the written
opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by the Governmental Lender or the Fiscal Agent hereunder in good faith
and in conformity with such written opinion. A copy of any such opinion shall be furnished by
the Governmental Lender or the Fiscal Agent to the Borrower and Funding Lender upon written
request. In determining whether any default or lack of compliance by the Borrower exists under
this Regulatory Agreement, the Fiscal Agent shall not be required to conduct any investigation
into or review of the operations or records of the Borrower and may rely solely on any notice or
certificate delivered to the Fiscal Agent by the Borrower or the Governmental Lender with respect
to the occurrence or absence of a default unless it knows, or in the exercise of reasonable care
should have known, that the notice or certificate is erroneous or misleading.
12
12519391v3
Attachment D
The Fiscal Agent shall be under no duty to make any investigation or inquiry as to any
statements or other matters contained or referred to in any documents or any instruments delivered
to it in accordance with this Regulatory Agreement, but it may receive and accept the same as
conclusive evidence of the truth and accuracy of such statements.
Section 10. Sale or Transfer of the Project. The Borrower hereby covenants and
agrees not to sell, transfer, or otherwise dispose of the Project, or any portion thereof, except as
permitted under the terms of the Loan Agreement. Any attempted sale, transfer, or disposition
which would cause or result in the violation of any of these covenants, provisions, reservations,
restrictions, charges, or easements shall be null and void ab initio and of no force and effect.
Nothing herein shall prohibit the transfer, sale, or assignment of the interests in the Borrower or
any direct or indirect ownership interests in the BorrowerÓs partners, except as may be prohibited
under the Loan Agreement.
Section 11. Term. This Regulatory Agreement and the terms hereof shall become
effective upon its execution and delivery and shall remain in full force and effect for a term and
period equal to the Qualified Project Period, it being expressly agreed and understood that the
provisions hereof are intended to survive the retirement of the Note and termination of the Loan
Agreement and the Loan if the Qualified Project Period has not expired at the time of such
retirement and expiration. Notwithstanding anything in this Regulatory Agreement to the contrary:
(a) The Project may be transferred pursuant to a foreclosure, exercise of power of sale,
or deed in lieu of foreclosure, or comparable proceedings under a mortgage or similar instrument
without the consent of or fee of any kind payable to the Governmental Lender or compliance with
the provisions of this Regulatory Agreement. In connection with any such foreclosure, deed in
lieu of foreclosure, or other proceedings, this Regulatory Agreement shall be terminated upon
completion of the foreclosure and expiration of the applicable redemption period, or recording of
a deed in lieu of foreclosure unless the transferee of the Project pursuant to such foreclosure,
exercise of power of sale, deed in lieu of foreclosure, or other such comparable proceedings agrees
(acting in its sole and absolute discretion) to take title subject to this Regulatory Agreement and to
assume the obligations of the Borrower hereunder.
(b) The requirements of this Regulatory Agreement shall terminate and be of no further
force and effect in the event of involuntary noncompliance with the provisions of this Regulatory
Agreement caused by fire or other casualty, seizure, requisition, foreclosure, transfer of title by
deed in lieu of foreclosure, change in a federal law, or an action of a federal agency after the date
of this Regulatory Agreement, which prevents the Governmental Lender and the Fiscal Agent from
enforcing such provisions, or condemnation or a similar event, but only if, within a reasonable
period, either the Note is retired or amounts received as a consequence of such event are used to
provide a project that meets the requirements hereof (this shall be deemed met if the Note has been
previously retired); provided, however, that the preceding provisions of this sentence shall cease
to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the
termination of such provisions as the result of the foreclosure, or the delivery of a deed in lieu of
foreclosure, or a similar event, the Borrower or any related person (within the meaning of Section
1.103-10(e) of the Treasury Regulations) obtains an ownership interest in the Project for federal
income tax purposes. The Borrower hereby agrees that, following any foreclosure, transfer of title
13
12519391v3
Attachment D
by deed in lieu of foreclosure, or similar event, neither the Borrower nor any such related person
as described above will obtain an ownership interest in the Project for federal tax purposes.
(c) This Regulatory Agreement, or any of the provisions or sections hereof, may be
terminated upon agreement by the Governmental Lender, the Borrower, and the Funding Lender,
upon receipt of an opinion of Bond Counsel to the effect that such termination will not cause
interest on the Note to become included in gross income for federal income tax purposes or cause
interest on the Note to become included in the net taxable income of individuals, trusts, and estates
for State income tax purposes.
Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree
to execute, deliver, and record appropriate instruments of release and discharge of the terms hereof;
provided, however, that the execution and delivery of such instruments shall not be necessary or a
prerequisite to the termination of this Regulatory Agreement in accordance with its terms.
Section 12. Burden and Benefit. The Governmental Lender and the Borrower hereby
declare their understanding and intent that the burden of the covenants set forth herein touch and
concern the Land in that the BorrowerÓs legal interest in the Project is rendered less valuable
thereby. The Governmental Lender and the Borrower hereby further declare their understanding
and intent that the benefit of such covenants touch and concern the Land by enhancing and
increasing the enjoyment and use of the Project by Low Income Tenants, the intended beneficiaries
of such covenants, reservations, and restrictions, and by furthering the public purposes for which
the Note was issued. Notwithstanding the foregoing, the Low Income Tenants are not intended to
be third party beneficiaries of this Regulatory Agreement and shall have no rights to enforce any
provision herein.
Section 13. Enforcement. If the Borrower defaults in the performance or observance
of any covenant, agreement, or obligation of the Borrower set forth in this Regulatory Agreement,
and if such default remains uncured for a period of 60 days after written notice thereof shall have
been given by the Governmental Lender or the Fiscal Agent to the Borrower, then the
Governmental Lender or the Fiscal Agent, acting upon the direction of the Funding Lender
pursuant to the Funding Loan Agreement, may declare an ÐEvent of DefaultÑ to have occurred
hereunder and, at its option, may take any one or more of the following steps:
(a) by mandamus or other suit, action, or proceeding at law or in equity require the
Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which
may be unlawful or in violation of the rights of the Governmental Lender, the Funding Lender or
the Fiscal Agent hereunder;
(b) have access to and inspect, examine, and make copies of all the books and records
of the Borrower pertaining to the Project;
(c) take such other action at law or in equity as may appear necessary or desirable to
enforce the obligations, covenants, and agreements of the Borrower hereunder; or
(d) the Fiscal Agent only (acting upon the direction of the Funding Lender), may
declare a default under the Loan, accelerate the indebtedness evidenced by the Loan, and proceed
to redeem the Note in accordance with its terms.
14
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Attachment D
Notwithstanding anything to the contrary contained herein, the Governmental Lender and
the Fiscal Agent hereby agree that any cure of any default made or tendered by one or more of the
BorrowerÓs partners or by the Funding Lender shall be deemed to be a cure by Borrower and shall
be accepted or rejected on the same basis as if made or tendered by Borrower.
All fees, costs, and expenses of the Fiscal Agent or the Governmental Lender incurred in
taking any action pursuant to this Section 13 shall be the sole responsibility of the Borrower and
shall be paid to the Fiscal Agent or the Governmental Lender, as the case may be, on demand.
After the Note has been discharged, the Governmental Lender may act on its own behalf
to declare an ÐEvent of DefaultÑ to have occurred and to take any one or more of the steps specified
hereinabove to the same extent and with the same effect as if taken by the Fiscal Agent at the
direction of the Funding Lender.
Section 14. The Fiscal Agent and the Governmental Lender. The Fiscal Agent is
entering into this Regulatory Agreement in its capacity as the fiscal agent of the Note pursuant to
the Funding Loan Agreement. The Governmental Lender may, at all times, assume the BorrowerÓs
compliance with this Regulatory Agreement unless otherwise notified in writing by the Fiscal
Agent, or unless the Governmental Lender has actual knowledge of noncompliance. The Fiscal
Agent can rely on the accuracy of any certificates, instruments, opinions, or reports delivered to it
by the Borrower. Following the payment in full and the discharge of the Note and the termination
of the Funding Loan Agreement, if this Regulatory Agreement remains operative: (i) all
obligations, rights, and duties of the Fiscal Agent under this Regulatory Agreement will terminate
and be of no further force and effect; (ii) all actions required by the Fiscal Agent will instead be
undertaken by the Governmental Lender; and (iii) all notices to be delivered to the Fiscal Agent
will instead be delivered to the Governmental Lender and all notices to be delivered by the Fiscal
Agent will instead be delivered by the Governmental Lender.
Section 15. Amendment. The provisions hereof shall not be amended or revised prior
to the stated term hereof except by an instrument in writing duly executed by the Governmental
Lender, the Fiscal Agent, as may be required by the Loan Agreement or the Funding Loan
Agreement, the Funding Lender, and the Borrower, and duly recorded in the same manner as this
Regulatory Agreement. The Governmental LenderÓs, Funding LenderÓs, and Fiscal AgentÓs
consent to any such amendment or revision (whether or not the Note shall then be outstanding)
shall be given only upon receipt of an opinion of Bond Counsel addressed to the Governmental
Lender, the Funding Lender and Fiscal Agent that such amendment or revision will not adversely
affect the exemption from federal income taxation of interest on the Note. None of the
Governmental Lender, the Funding Lender or the Fiscal Agent shall have a duty to prepare any
such consent, amendment, or revision.
Section 16. Right of Access to the Project and Records. The Borrower agrees that
during the term of this Regulatory Agreement, the Governmental Lender, the Fiscal Agent, and
the duly authorized agents of either of them shall have the right at all reasonable times, and upon
reasonable notice of at least 24 hours, to enter upon the site of the Project during normal business
hours to examine and inspect the Project and to have access to the books and records of the
Borrower with respect to the Project, a copy of which shall be maintained at the site of the Project.
15
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Attachment D
Section 17. No Conflict with Other Documents. The Borrower warrants that it has
not executed and will not execute any other agreement with provisions contradictory to, or in
opposition to, the provisions hereof.
Section 18. Severability. The invalidity of any clause, part, or provision of this
Regulatory Agreement shall not affect the validity of the remaining portions thereof.
Section 19. Notices. All notices to be given pursuant to this Regulatory Agreement
shall be in writing and shall be deemed given when sent by unsecured e-mail, facsimile
transmission or other similar unsecured electronic methods or when mailed by certified or
registered mail, return receipt requested, to the parties hereto at the addresses set forth below, or
to such other place as a party may from time to time designate in writing:
To the City of Roseville, Minnesota
Governmental Roseville City Hall
Lender: 2600 Civic Center Drive
Roseville, MN 55113
Attn: City Manager
Facsimile: (651) 792-7020
Email: info@cityofroseville.com
To the Fiscal U.S. Bank National Association
Agent: Corporate Trust Services
60 Livingston Avenue
rd
3 Floor
EP-MN-WS3C
St. Paul, MN 55107-2292
Attention: Dan Sheff
Facsimile: (651) 466-7429
Email: dan.sheff@usbank.com
To the Borrower: Roseville Leased Housing Associates I, LLLP
c/o Dominium
2905 Northwest Blvd., Suite 150
Plymouth, MN 55441
Attn: Ryan J. Lunderby
Facsimile: (763) 354-5519
Email: rlunderby@dominium.com.
With a copies to: Winthrop & Weinstine, P.A.
Capella Tower
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402-4629
Attn: John Stern and Scott Jahnke
Facsimile: (612) 604-6588
Email: jstern@winthrop.com
sjahnke@winthrop.com
16
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Attachment D
___________________
___________________
___________________
____________________
____________________
____________________
Section 20. Governing Law. This Regulatory Agreement shall be governed by and
construed in accordance with the laws and judicial decisions of the State of Minnesota, without
regard to its conflicts of laws principles, except as such laws may be preempted by any federal
rules, regulations, and laws.
Section 21. Payment of Fees. Notwithstanding payment of the Loan, the termination
of the Loan Agreement, and the defeasance or discharge of the Note, throughout the term of the
Qualified Project Period, the Borrower shall continue to pay:
(a) to the Fiscal Agent, its reasonable and customary fees and expenses for reviewing
and, if necessary, enforcing compliance by the Borrower with the terms of this Regulatory
Agreement;
(b) to the Governmental Lender, reimbursement for all reasonable fees and expenses,
including, but not limited to, financial advisory and legal fees and expenses necessary for the
Governmental LenderÓs reviewing and, if necessary, enforcing compliance by the Borrower with
the terms of this Regulatory Agreement; and
(c) the fees and expenses of any entity or person designated by the Fiscal Agent or
Governmental Lender to perform the review of the BorrowerÓs compliance with this Regulatory
Agreement; provided that such fees and expenses are not duplicative of any fees and expenses paid
under (a) and (b) above.
Section 22. Limited Liability. Notwithstanding anything to the contrary in this
Regulatory Agreement, it is understood and agreed by the Borrower and the Fiscal Agent that no
covenant, provision or agreement of the Governmental Lender herein or in the Note or in any other
document executed by the Governmental Lender in connection with the issuance, sale and delivery
of the Note, or any obligation herein or therein imposed upon the Governmental Lender or breach
thereof, shall give rise to a pecuniary liability of the Governmental Lender or a charge against its
general credit or taxing powers or shall obligate the Governmental Lender financially in any way
except with respect to the Loan Agreement and the application of revenues therefrom and the
proceeds of the Note. No failure of the Governmental Lender to comply with any term, condition,
covenant or agreement herein or therein shall subject the Governmental Lender to liability for any
claim for damages, costs or other financial or pecuniary charges except to the extent that the same
can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Note.
No execution on any claim, demand, cause of action or judgment shall be levied upon or collected
from the general credit, general funds or taxing powers of the Governmental Lender. In making
17
12519391v3
Attachment D
the agreements, provisions and covenants set forth herein, the Governmental Lender has not
obligated itself except with respect to the Loan Agreement and the application of revenues
thereunder as therein provided. The Note constitutes a special, limited obligation of the
Governmental Lender, payable solely from the revenues pledged to the payment thereof pursuant
to the Loan Agreement and the Related Documents, and do not now and shall never constitute an
indebtedness or a loan of the credit of the Governmental Lender, the State of Minnesota or any
political subdivision thereof or a charge against the Governmental LenderÓs general taxing powers
within the meaning of any constitutional or statutory provision whatsoever. It is further understood
and agreed by the Borrower and the Fiscal Agent that the Governmental Lender shall incur no
pecuniary or moral liability hereunder and shall not be liable for any expenses related hereto. If,
notwithstanding the provisions of this Section, the Governmental Lender incurs any expense, or
suffers any losses, claims or damages or incurs any liabilities, the Borrower will indemnify and
hold harmless the Governmental Lender from the same and will reimburse the Governmental
Lender for any legal or other expenses incurred by the Governmental Lender in relation thereto,
and this covenant to indemnify, hold harmless and reimburse the Governmental Lender shall
survive delivery of and payment for the Note.
Section 23. Actions of Governmental Lender. The Governmental Lender shall be
entitled to rely conclusively on an opinion of counsel in the exercise or non-exercise of any of the
rights or powers vested in the Governmental Lender by virtue of this Regulatory Agreement or
any other agreement or instrument executed in connection with the issuance of the Note; it being
the intent of the parties hereto that the Governmental Lender, and any and all present and future
trustees, members, commissioners, officers, employees, attorneys, and agents of the Governmental
Lender shall not incur any financial or pecuniary liability for the exercise or non-exercise of any
rights or powers vested in the Governmental Lender by this Regulatory Agreement or any other
instrument or agreement executed in connection with the issuance of the Note; or for the
performance or nonperformance of any obligation under, or the failure to assert any right, power,
or privilege under this Regulatory Agreement, the Note, the Loan Agreement, or any other
instrument or agreement executed in connection with the issuance of the Note. If the
Governmental LenderÓs consent or approval is required under this Regulatory Agreement, or any
other agreement or instrument executed in connection with the issuance of the Note, the
Governmental Lender shall be entitled to rely conclusively on an opinion of counsel and shall not
be responsible for any loss or damage resulting from any action or inaction in reliance upon such
opinion.
Section 24. Counterparts. This Regulatory Agreement may be executed in any
number of counterparts, each of which, when so executed and delivered, shall be an original; but
such counterparts shall together constitute but one and the same Regulatory Agreement, and, in
making proof of this Regulatory Agreement, it shall not be necessary to produce or account for
more than one such counterpart.
Section 25. Recording and Filing. Prior to any advance of the proceeds of the Note
under Section 2 of the Disbursing Agreement, the Borrower shall cause this Regulatory Agreement
and all amendments and supplements hereto and thereto to be recorded and filed in the real
property records of the County, the State, and in such other places as the Governmental Lender or
the Fiscal Agent may reasonably request. The Borrower shall pay all fees and charges incurred in
connection with any such recording.
18
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Attachment D
Section 26. Third-Party Beneficiary. The parties to this Regulatory Agreement
recognize and agree that the terms of this Regulatory Agreement and the enforcement of those
terms are essential to the security of the Funding Lender and are entered into for the benefit of
various parties, including the Funding Lender. The Funding Lender shall accordingly have
contractual rights in this Regulatory Agreement and shall be entitled (but not obligated) to enforce,
separately or jointly with the Governmental Lender and/or the Fiscal Agent, or to cause the
Governmental Lender or the Fiscal Agent to enforce, the terms of this Regulatory Agreement. In
addition, the Funding Lender is intended to be and shall be a third-party beneficiary of this
Regulatory Agreement.
Section 27. Freddie Mac Rider. The Freddie Mac Rider to Regulatory Agreement (the
ÐFreddie Mac RiderÑ) attached to this Regulatory Agreement forms an integral part of this
Regulatory Agreement and the terms thereof are hereby incorporated in this Regulatory
Agreement, provided that the Freddie Mac Rider shall not be effective unless and until Conversion
(as defined in the Funding Loan Agreement) occurs, and shall be terminated automatically and
without further action required of any party hereto or Freddie Mac following the Freddie Mac
Purchase Date (as defined in the Funding Loan Agreement) upon the earlier of (a) the date the
Note is paid, retired, or otherwise discharged and (b) the date Freddie Mac ceases to be the Funding
Lender.
Section 28. Amendment and Restatement; Recordation. This Regulatory
Agreement amends and restates in its entirety the Original Regulatory Agreement, which Original
Regulatory Agreement shall be of no further force or effect; provided that, to the extent necessary
to protect and preserve the tax exempt status of interest earned on the Prior Note, this Regulatory
Agreement shall be deemed to relate back to the original date of issuance of the Prior Note. Upon
recordation of this Regulatory Agreement as described in Section 25 above, the Borrower shall
cause (at its sole cost and expense) a termination and release of the Original Regulatory Agreement
to be recorded be recorded and filed in the real property records of the County, the State, and in
such other places as the Governmental Lender or the Fiscal Agent may reasonably request.
(The remainder of this page is intentionally left blank.)
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Attachment D
IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Regulatory Agreement to be signed by their respective duly authorized representatives as of the
day and year first written above.
CITY OF ROSEVILLE, MINNESOTA
By: ____________________________________
Its: Mayor
By: ____________________________________
Its: City Manager
STATE OF MINNESOTA )
) SS
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this ____ day of ______, 2020, by
Dan Roe and Patrick Trudgeon, the Mayor and City Manager, respectively, of the City of
Roseville, Minnesota, a municipal corporation and a political subdivision under the laws of the
State of Minnesota, on behalf of said City.
_______________________________________
Notary Public
Execution page of the Governmental Lender
to the Amended and Restated Regulatory Agreement
S-1
12519391v3
Attachment D
ROSEVILLE LEASED HOUSING
ASSOCIATES I, LLLP, a limited liability
limited partnership
By: Roseville Leased Housing Associates I,
LLC, a Delaware limited liability company
Its: General Partner
By: ____________________________________
Name: Ryan J. Lunderby
Its: Vice President
STATE OF MINNESOTA )
) SS
COUNTY OF ____________)
The foregoing instrument was acknowledged before me this ____ day of _____________,
2020, by Ryan J. Lunderby, the Vice President of Roseville Leased Housing Associates I, LLC, a
Delaware limited liability company and the General Partner of Roseville Leased Housing
Associates I, LLLP, a Minnesota limited liability limited partnership, on behalf of said limited
liability limited partnership.
_______________________________________
Notary Public
Execution page of the Borrower to the Amended and Restated Regulatory Agreement.
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Attachment D
U.S. BANK NATIONAL ASSOCIATION
Fiscal Agent
By ____________________________________
Dan Sheff
Its Vice President
STATE OF MINNESOTA )
) SS
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this ____ day of _________, 2020,
by Dan Sheff, the Vice President of U.S. Bank National Association, a national banking
association, on behalf of the national banking association.
_______________________________________
Notary Public
Execution page of the Fiscal Agent to the Amended and Restated Regulatory Agreement.
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Attachment D
EXHIBIT A
LEGAL DESCRIPTION OF LAND
The Land described in this Regulatory Agreement is located in Ramsey County,
Minnesota, and is legally described as follows:
Parcel 1:
The West 500 feet of the East 1575 feet of the Southeast Quarter of Section 4, Township 29, Range
23, except the North 1446 feet thereof, and except that part lying South of the North line of County
Road C established by Deed recorded in Book 1846 of Ramsey County Records, Page 194.
\[Please add description for the easement parcel.\]
Ramsey County, Minnesota
Abstract Property
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Attachment D
EXHIBIT BÎ1
FORM OF INITIAL INCOME CERTIFICATION
TENANT INCOME CERTIFICATION Effective Date: _________________________
Move-in Date: __________________________
Initial Certification Recertification (MM/DD/YY): _________________________
Other _____________________________________
PART I. DEVELOPMENT DATA
Property Name: Twin Lakes Family Apartments County: Ramsey BIN #: __________
Unit Number: ___________ # Bedrooms: _____
Address: ___________________, Roseville, Minnesota
PART II. HOUSEHOLD COMPOSITION
HH First Name & Relationship to Date of Birth F/T Social Security
Middle Initial Head of (MM/DD/YY) Student or Alien Reg.
Br # Last Name
Household No.
(Y or N)
1 HEAD
2
3
4
5
6
PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS)
HH (A) (B) (C) (D)
Br # Employment or Wages Soc. Security / Pensions Public Assistance Other Income
TOTAL $ $ $ $
Add totals from (A) through (D) above TOTAL INCOME (E): $
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Attachment D
PART IV. INCOME FROM ASSETS
HH (F) (G) (H) (I)
Mbr#
Type of Asset C/I Cash Value of Asset Annual Income from
Asset
$ $
TOTALS:
Enter Column (H) Total Passbook Rate
if over $5,000 $________________ x 2.00 % = (J) Imputed Income $
Enter the greater of the total column I, or J: imputed income TOTAL INCOME FROM
$
ASSETS (K)
(L) Total Annual Household Income from all sources \[Add (E) + (K)\] $
HOUSEHOLD CERTIFICATION & SIGNATURES
The information on this form will be used to determine maximum income eligibility. I/we have provided for each
person(s) set forth in Part II acceptable verification of current anticipated annual income. I/we agree to notify the
landlord immediately upon any member of the household moving out of the unit or any new member moving in.
I/we agree to notify the landlord immediately upon any member becoming a full-time student.
Under penalties of perjury, I/we certify that the information presented in this Certification is true and accurate to
the best of my/our knowledge and belief. The undersigned further understands that providing false representations
herein constitutes an act of fraud. False, misleading or incomplete information may result in the termination of
the lease agreement.
_____________________ ____________________ _____________________ ____________________
Signature (Date) Signature (Date)
_____________________ ____________________ _____________________ ____________________
Signature (Date) Signature (Date)
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Attachment D
PART V. DETERMINATION OF INCOME ELIGIBILITY
TOTAL ANNUAL HOUSEHOLD Household Meets RECERTIFICATION ONLY:
$
INCOME FROM ALL SOURCES Income Restriction
From Item (L) on page 1 at: Current Income Limit x 140%
60% 50%
40% 30% $____________________________
Current Income Limit per __% Household income exceeds 140% at
Family Size: $ recertification:
Yes No
Household Income at Move-in $_____________
Household Size at Move-in: ______
PART VI. RENT
Tenant Paid Rent $ _________________ Rent Assistance: $ ______________________
Utility Allowance $ _________________ Other non-optional charges: $ ________________
GROSS RENT FOR UNIT:
$
Tenant paid rent plus Utility
Unit Meets Rent Restriction at:
Allowance and other non-optional
charges
60% 50% 40% 30% ___%
Maximum Rent Limit for this unit: $ __________
PART VII. STUDENT STATUS
ARE ALL OCCUPANTS FULL-If yes, enter student explanation** Student explanation:
TIME STUDENTS?
(also attach documentation) 1. TANF assistance
2. Job training program
Enter
yes no
3. Single parent/dependent child
1-4
4. Married/joint return*
*Exception for married/joint return is the only exception available for units necessary to qualify tax-exempt bonds.
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Attachment D
PART VIII. PROGRAM TYPE
Mark the program(s) listed below (a. through e.) for which this householdÓs unit will be counted toward the propertyÓs
occupancy requirements. Under each program marked, indicate the householdÓs income status as established by this
certification/recertification
e.
a. Tax Credit b. HOME c. Tax Exempt d. AHDP ___________
(Name of Program)
See Part V above. Income Status Income Status Income Status Income Status
50% AMGI 50% AMGI 50% AMGI __________
60% AMGI 60% AMGI 80% AMGI __________
80% AMGI 80% AMGI OI ** OI **
OI ** OI **
** Upon recertification, household was determined over income (OI) according to eligibility requirements of the
program(s) marked above.
SIGNATURE OF OWNER / REPRESENTATIVE
Based on the representations herein and upon the proofs and documentation required to be submitted, the
individual(s) named in Part II of this Tenant Income Certification is/are eligible under the provisions of Section
42 of the Internal Revenue Code, as amended, and the Regulatory Agreement (if applicable), to live in a unit in
this Project.
________________________________________________ ________________
SIGNATURE OF OWNER / REPRESENTATIVE DATE
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Attachment D
INSTRUCTIONS FOR COMPLETING
TENANT INCOME CERTIFICATION
This form is to be completed by the owner or an authorized representative.
Part I Î Development Data
Check the appropriate box for Initial Certification (move-in), Recertification (annual recertification), or Other. If
Other, designate the purpose of the recertification (i.e., a unit transfer, a change in household composition, or
other state-required recertification).
Move-in Date Enter the date the tenant has or will take occupancy of the unit.
Effective Date Enter the effective date of the certification. For move-in, this should be the move-in date.
For annual recertification, this effective date should be no later than one year from the
effective date of the previous (re)certification.
Property Name Enter the name of the development.
County Enter the county (or equivalent) in which the building is located.
BIN # Enter the Building Identification Number (BIN) assigned to the building (from IRS Form
8609).
Address Enter the unit number.
Unit Number Enter the unit number.
# Bedrooms Enter the number of bedrooms in the unit.
Part II Î Household Composition
List all occupants of the unit. State each household memberÓs relationship to the head of the household by using
one of the following coded definitions:
H Head of household S Spouse
A Adult co-tenant O Other family member
C Child F Foster child
L Live-in caretaker N None of the above
Enter the date of birth, student status, and Social Security number or alien registration number for each occupant.
If there are more than seven occupants, use an additional sheet of paper to list the remaining household members
and attach it to the certification.
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Attachment D
Part III Î Annual Income
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income, including acceptable
forms of verification.
From the third party verification forms obtained from each income source, enter the gross amount anticipated to
be received for the 12 months from the effective date of the (re)certification. Complete a separate line for each
income-earning member. List the respective household member number from Part II.
Column (A) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and other income
from employment; distributed profits and/or net income from a business.
Column (B) Enter the annual amount of Social Security, Supplemental Security Income, pensions,
military retirement, etc.
Column (C) Enter the annual amount of income received from public assistance (i.e., TANF, general
assistance, disability, etc.)
Column (D) Enter the annual amount of alimony, child support, unemployment benefits, or any other
income regularly received by the household.
Row (E) Add the totals from columns (A) through (D) above. Enter this amount.
Part IV Î Income from Assets
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from assets, including
acceptable forms of verification.
From the third party verification forms obtained from each asset source, list the gross amount anticipated to be
received during the 12 months from the effective date of the certification. List the respective household member
number from Part II and complete a separate line for each member.
Column (F) List the type of asset (i.e., checking account, savings account, etc.)
Column (G) Enter C (for current, if the family currently owns or holds the asset), or I (for imputed, if
the family has disposed of the asset for less than fair market value within two years of the
effective date of (re)certification).
Column (H) Enter the cash value of the respective asset.
Column (I) Enter the anticipated annual income from the asset (i.e., savings account balance multiplied
by the annual interest rate).
TOTALS Add the total of Column (H) and Column (I), respectively.
If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset income. Enter the
Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income.
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Attachment D
Row (K) Enter the Greater of the total in Column (I) or (J)
Row (L) Total Annual Household Income from All Sources Add (E) and (K) and enter the total
HOUSEHOLD CERTIFICATION AND SIGNATURES
After all verifications of income and/or assets have been received and calculated, each household member age 18
or older must sign and date the Tenant Income Certification. For move-in, it is recommended that the Tenant
Income Certification be signed no earlier than five days prior to the effective date of the certification.
Part V Î Determination of Income Eligibility
Total Annual Household Enter the number from item (L).
Income from all sources
Current Income Limit per Enter the Current Move-in Income Limit for the household size.
Family Size
Household income at move-in For recertifications only. Enter the household income from the
Household size at move-in move-in certification. On the adjacent line, enter the number of
household members from the move-in certification.
Household Meets Income Check the appropriate box for the income restriction that the
Restriction household meets according to what is required by the set-aside(s) for the
project.
Current Income Limit x 140% For recertification only. Multiply the Current Maximum Move-in Income
Limit by 140% and enter the total. Below, indicate whether the household
income exceeds that total. If the Gross Annual Income at recertification is
greater than 140% of the current income limit, then the available unit rule
must be followed.
Part VI Î Rent
Tenant Paid Rent Enter the amount the tenant pays toward rent (not including rent assistance payments such
as Section 8).
Rent Assistance Enter the amount of rent assistance, if any.
Utility Allowance Enter the utility allowance. If the owner pays all utilities, enter zero.
Other non-optional Enter the amount of non-optional charges, such as mandatory garage rent,
charges storage lockers, charges for services provided by the development, etc.
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Attachment D
Gross Rent for Unit Enter the total of Tenant Paid Rent plus Utility Allowance and other non-optional charges.
Maximum Rent Enter the maximum allowable gross rent for the unit.
Limit for this unit
Unit Meets Rent Check the appropriate rent restriction that the unit meets according to what is
Restriction at __% required by the set-aside(s) for the project.
Part VII Î Student Status
If all household members are full-time* students, check Ðyes.Ñ If at least one household member is not a full-
time student, check Ðno.Ñ
If ÐyesÑ is checked, the appropriate exemption must be listed in the box to the right. If none of the exemptions
apply, the household is ineligible to rent the unit.
* Full time is determined by the school the student attends.
Part VIII Î Program Type
Mark the program(s) for which this unit will be counted toward the propertyÓs occupancy requirements. Under
each program marked, indicate the householdÓs income status as established by this certification/recertification.
If the property does not participate in the HOME, Tax-Exempt Bond, Affordable Housing Disposition, or other
housing program, leave those sections blank.
Tax Credit See Part V above.
HOME If the property participates in the HOME program and the unit this household will occupy
will count towards the HOME program set-asides, mark the appropriate box indicating the
householdÓs designation.
Tax Exempt If the property participates in the Tax Exempt Bond program, mark the appropriate box
indicating the householdÓs designation.
AHDP If the property participates in the Affordable Housing Disposition Program (AHDP), and
this householdÓs unit will count towards the set-aside requirements, mark the appropriate
box indicating the householdÓs designation.
Other If the property participates in any other affordable housing program, complete the
information as appropriate.
SIGNATURE OF OWNER / REPRESENTATIVE
It is the responsibility of the owner or the ownerÓs representative to sign and date this document immediately
following execution by the resident(s).
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Attachment D
The responsibility of documenting and determining eligibility (including completing and signing the Tenant
Income Certification form) and ensuring such documentation is kept in the tenant file is extremely important and
should be conducted by someone well-trained in tax credit compliance.
These instructions should not be considered a complete guide on tax credit compliance. The responsibility for
compliance with federal program regulations lies with the owner of the building(s) for which the credit is
allowable.
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Attachment D
EXHIBIT BÎ2
FORM OF INCOME RECERTIFICATION
Effective Date: _____________________
INCOME CERTIFICATION
Move-in Date: _____________________
(MM/DD/YYYY)
Initial Certification Recertification Other* _________
*Transfer from Unit: ___________
PART I Î DEVELOPMENT DATA
Property Name: County:
Unit Number: # Bedrooms:
PART II. HOUSEHOLD COMPOSITION
Relationship to
HH Last 4 digits of Social
First Name & Middle
Date of Birth
Last Name Head
(MM/DD/YYYY)
Mbr # Initial Security Number
of Household
HEAD
1
2
3
4
5
6
7
PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS)
HH (A) (B) (C) (D)
Mbr # Employment/Wages Soc. Security/Pensions Public Assistance Other Income
TOTALS
$ $ $ $
Add totals from (A) through (D) above TOTAL INCOME (E): $
PART IV. INCOME FROM ASSETS
HH (F) (G) (H) (I)
Mbr # Type of Asset C/I Cash Value of Asset Annual Income from Asset
TOTALS: $ $
TOTAL INCOME FROM ASSETS (K)
$
(L) Total Annual Household Income from all Sources \[Add (E) + (K)\] $
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Attachment D
HOUSEHOLD CERTIFICATION & SIGNATURES
The information on this form will be used to determine maximum income eligibility. I/we have provided for each person(s) set forth in Part II acceptable verification of
current anticipated annual income. I/we agree to notify the landlord immediately upon any member of the household moving out of the unit or any new member
moving in.
Under penalties of perjury, I/we certify that the information presented in this Certification is true and accurate to the best of my/our knowledge and belief. The undersigned
further understands that providing false representations herein constitutes an act of fraud. False, misleading or incomplete information may result in the termination of
the lease agreement.
Signature (Date) Signature (Date)
Signature (Date) Signature (Date)
PART V. RENT
A. Tenant Paid Rent: $
B. Rent Assistance: $
C. Other non-optional charges and mandatory fees: $
D. Gross Rent For Unit (See Instructions): $
PART VI. DETERMINATION OF INCOME ELIGIBILITY
TOTAL ANNUAL HOUSEHOLD Household Meets RECERTIFICATION ONLY:
$
INCOME FROM ALL SOURCES Income Restriction
From Item (L) on page 1 at: Current Income Limit x 140%
60% 50%
40% 30% $ ___________________________
Current Income Limit per Family Size: $ __% Household income exceeds 140% at
recertification:
Yes No
Household Income at Move-in $
Household Size at Move-in: ______
SIGNATURE OF OWNER/REPRESENTATIVE
Based on the representations herein and upon the proofs and documentation required to be submitted, the individual(s) named in Part II
of this Tenant Income Certification is/are eligible under the provisions of programÓs rules, regulations and the Land Use Restriction
Agreement, to live in a unit in this Project.
_____________________________________________ _____________
SIGNATURE OF OWNER/REPRESENTATIVE DATE
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Attachment D
PART VIII. HOUSEHOLD DEMOGRAPHICS
Please complete for each household member. See below for Ethnicity, Race, and Other codes that
characterize the household composition.
HH Sex Î
Race Disabled
Mbr # enter M or F Ethnicity
Enter up to 5 categories
1
2
3
4
5
6
7
The Minnesota Housing Finance Agency is required to comply with HUDÓs reporting requirements; however,
you are not required to provide this information. You may not be discriminated against on the basis of this
information, or on whether or not you choose to furnish it. If you do not wish to furnish this information, please
initial below.
RESIDENT/APPLICANT: I do not wish to furnish information regarding ethnicity, race, sex, and disability status.
(Initials) __________
Ethnicity: Enter each household memberÓs ethnicity by using one of 1. Hispanic or Latino
the following coded definitions: 2. Not Hispanic or Latino
3. Tenant did not respond
Enter each household memberÓs race by using, at least one, 1. White
Race:
of the following coded definitions (up to 5 categories may 2. Black/African American
be selected): 3. American Indian/Alaska Native
4. Select from the following:
4a Asian India
4b Chinese
4c Filipino
4d Japanese
4e Korean
4f Vietnamese
4g Other Asian
5. Select from the following:
5a Native Hawaiian
5b Guamanian or Chamorro
5c Samoan
5d Other Pacific Islander
6. Other
7. Tenant did not respond
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Attachment D
Disabled: Check yes if any member of the household is disabled 1. Yes
according to Fair Housing Act definition for handicap 2. No
(disability): 3. Tenant did not respond
A physical or mental impairment which substantially limits one or more major life
activities; a record of such an impairment; or being regarded as having such an
impairment. For a definition of Ðphysical or mental impairmentÑ and other terms
used in this definition, please see 24 CFR 100.201, available at
http://www.fairhousing.com/index.cfm?method=page.display&pagename=regs_fhr_100-
201.
ÐHandicapÑ does not include current, illegal use of or addiction to a controlled
substance.
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Attachment D
EXHIBIT C
CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE
(DATE)
TO: City of Roseville, Minnesota
Roseville City Hall
2600 Civic Center Drive
Roseville, MN 55113-1815
Attn: City Manager
and (prior to the discharge of the Note (hereinafter defined))
U.S. Bank National Association, as Fiscal Agent
Corporate Trust Services
60 Livingston Avenue
rd
3 Floor
EP-MN-WS3C
St. Paul, MN 55107-2292
Attn: Dan Sheff
Re: Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments Project),
Series 2020 (the ÐNoteÑ)
The undersigned, an authorized representative for Roseville Leased Housing Associates I,
LLLP, a Minnesota limited liability limited partnership (the ÐOwnerÑ), hereby certifies, represents,
and warrants that:
1. The Owner owns the multifamily housing project located in Roseville, Minnesota
and known as the Twin Lakes Family Apartments Project (the ÐProjectÑ).
2. The undersigned and the Owner have read and are thoroughly familiar with the
provisions of (1) the Amended and Restated Regulatory Agreement, dated as of June 1, 2020 (the
ÐRegulatory AgreementÑ), among the Owner, the City of Roseville, Minnesota (the
ÐGovernmental LenderÑ), and U.S. Bank National Association (the ÐFiscal AgentÑ); and (2) the
Project Loan Agreement, dated June 1, 2020 (the ÐAgreementÑ), among the Governmental Lender,
the Owner, and the Fiscal Agent. The Regulatory Agreement was executed, delivered, and
recorded against the Project in connection with the issuance of the Note.
3. A review of the activities of the Owner and of the OwnerÓs performance under the
Regulatory Agreement and the Loan Agreement during the year ending ___________ has been
made under the supervision of the undersigned.
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Attachment D
4. The ProjectÓs Qualified Project Period commenced on ___________________ (the
date on which 10% of the residential units in the Project were occupied), and will end on the latest
of:
(i) _________, ____ (the date which is 15 years after the date on which 50%
of the residential units in the Project were occupied);
(ii) the first day on which no tax-exempt private activity bond issued with
respect to the Project is outstanding, or
(iii) the date on which any assistance provided with respect to the Project under
Section 8 of the United States Housing Act of 1937 terminates.
5. As of the date of this Certificate, the following percentages of completed residential
units in the Project are (i) occupied by Low Income Tenants or (ii) currently vacant and being held
available for occupancy by Low Income Tenants and have been so held continuously since the
date a Low Income Tenant vacated such unit, as indicated:
Occupied by Low Income Tenants _____ % Units Nos.____
Continuously held vacant for occupancy by Low _____ % Units Nos.____
Income Tenants since last occupied by Low
Income Tenants
6. At no time since the date of filing of the last Continuing Program Compliance
Certificate (or since the issuance of the Note, if this is the first such certificate) has less than _____
units representing 40% of the completed units in the Project been occupied by or were last occupied
by Low Income Tenants.
7. As of the date of this Certificate, at least 40% of the units in the Project are (i)
occupied by persons or families with Adjusted Income which does not exceed 60% of the Median
Income for the Area adjusted for household size; or (ii) held vacant for occupancy for persons or
families with Adjusted Income which does not exceed 60% of the Median Income for the Area
adjusted for household size. Project Units occupied or held vacant for persons or families with
Adjusted Income which does not exceed 60% of the Median Income for the Area adjusted for
household size include Unit numbers _____________________________________________.
8. At all times since the date of filing of the last Continuing Program Compliance
Certificate rent on at least 20% of the units in the Project has been equal to or less than applicable
area fair market rents or exception for fair market rents, established from time to time by the United
States Department of Housing and Urban Development.
9. To the knowledge of the undersigned, after due inquiry, all units were rented or
available for rental on a continuous basis during the immediately preceding year to members of
the general public, and the Owner is not now and has not been in default under the terms of the
Regulatory Agreement and the Loan Agreement and, to the knowledge of the undersigned, no
Determination of Taxability has occurred with respect to the Note.
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Attachment D
10. \[CHOOSE ONE: None/One or more\] of the Tenants in the Project are currently
receiving assistance under Section 8 of the United States Housing Act of 1937.
11. Unless otherwise expressly provided herein or unless the context requires
otherwise, the capitalized terms used but not defined herein shall have the meaning assigned to
such terms in the Regulatory Agreement.
12. The Owner has not transferred any interest in the Project since the date of
submission of the Continuing Program Compliance Certificate last submitted to the Fiscal Agent
and the Governmental Lender with respect to the Project. (If the Owner has transferred any
interest in the Project, such transfer should be detailed here.)
Signature page of the Borrower to the Certificate of Continuing Program Compliance.
Dated: _____________, ________.
ROSEVILLE LEASED HOUSING ASSOCIATES
I, LLLP, a Minnesota limited liability limited
partnership
By: Roseville Leased Housing Associates I, LLC, a
Delaware limited liability company, its General
Partner
By:
Its:
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Attachment D
FREDDIE MAC RIDER
This Freddie Mac Rider (the Ð Rider Ñ) is attached to and forms a part of the Regulatory
Agreement (the Ð Regulatory Agreement Ñ), dated as of June 1, 2020, by and among CITY OF
ROSEVILLE, MINNESOTA, a municipal corporation, and political subdivision duly organized and
existing under its Charter and the Constitution and laws of the State of Minnesota (the
Ð Governmental Lender Ñ), U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as fiscal agent (together with any successor in such capacity, the Ð Fiscal Agent Ñ), and
ROSEVILLE LEASED HOUSING ASSOCIATES I, LLLP, a Minnesota limited liability limited
partnership (together with any successor to its rights, duties and obligations hereunder and as owner
of the Project identified herein, the Ð Borrower Ñ).
1. Definitions. Terms used in this Rider as defined terms shall have the meanings given
those terms in the Regulatory Agreement and the Funding Loan Agreement. In addition, the
following terms shall have the following meanings:
ÐFreddie MacÑ means the Federal Home Loan Mortgage Corporation, a shareholder
owned government sponsored enterprise organized and existing under the laws of the United
States.
ÐFunding LenderÑ means the holder of the Governmental Note, initially on the
Conversion Date, Greystone Servicing Company, LLC, and on the Freddie Mac Purchase
Date, Freddie Mac, and any successors or assigns thereof.
ÐFunding Loan AgreementÑ means the Funding Loan Agreement, dated as of June 1,
2020, by and among the Governmental Lender, the Initial Funding Lender set forth therein
and the Fiscal Agent, as such Funding Loan Agreement may from time to time be amended
or supplemented.
ÐGovernmental NoteÑ means the $34,000,000 Multifamily Note with designation as
Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments Project),
Series 2020, dated June __, 2020 issued and delivered by the Governmental Lender pursuant
to the Funding Loan Agreement.
ÐProject LoanÑ means the loan to the Borrower pursuant to the Project Loan
Documents, which Project Loan is to be assigned to the Fiscal Agent.
ÐProject Loan AgreementÑ means the Project Loan Agreement dated as of June 1,
2020, among the Borrower, the Governmental Lender and the Fiscal Agent, as such Project
Loan Agreement may from time to time be amended or supplemented.
ÐProject Loan DocumentsÑ means the Security Instrument, Project Note, the Project
Loan Agreement, the Tax Regulatory Agreement, the Continuing Covenant Agreement, any
Subordination Agreement(s), and any and all other instruments and other documents,
evidencing, securing or otherwise relating to the Project Loan or any portion thereof.
12519391v3
Attachment D
ÐProject NoteÑ means the Amended and Restated Project Note, including applicable
addenda, to be executed by the Borrower in favor of the Fiscal Agent, as assignee of the
Governmental Lender, evidencing the BorrowerÓs financial obligations under the Project
Loan, as the same may be amended, modified, supplemented or restated from time to time.
ÐSecurity InstrumentÑ means the Amended and Restated Multifamily Mortgage,
Assignment of Rents, Security Agreement and Fixture Financing Statement, together with all
riders thereto, by the Borrower granting a first priority mortgage lien and security interest in
the Project to the Fiscal Agent, and its successors and assigns, securing the Project Note, to
be executed by the Borrower with respect to the Project, as it may be amended, modified,
supplemented or restated from time to time.
ÐServicerÑ means Greystone Servicing Company, LLC, a Delaware limited liability
company, or any successor Servicer selected by Freddie Mac.
2. Applicability. The provisions of this Rider shall amend and supplement the provisions
of, and in the event of a conflict shall supersede the conflicting provisions of, the Regulatory
Agreement.
3. Indemnification. Inasmuch as the covenants, reservations and restrictions of the
Regulatory Agreement run with the land, the indemnification obligations of the Borrower contained
in the Regulatory Agreement will be deemed applicable to any successor in interest to the Borrower,
but, it is acknowledged and agreed, notwithstanding any other provision of the Regulatory Agreement
to the contrary, that neither the Funding Lender nor any successor in interest to the Funding Lender
will assume or take subject to any liability for the indemnification obligations of the Borrower for
acts or omissions of the Borrower prior to any transfer of title to Freddie Mac, whether by foreclosure,
deed in lieu of foreclosure or comparable conversion of the Project Loan. The Borrower shall remain
liable under the indemnification provisions for its acts and omissions prior to any transfer of title to
the Funding Lender. The Funding Lender shall indemnify the Governmental Lender following
acquisition of the Project by the Funding Lender, by foreclosure, deed in lieu of foreclosure or
comparable conversion of the Project Loan, during, and only during, any ensuing period that the
Funding Lender owns and operates the Project, provided that the Funding LenderÓs liability shall be
strictly limited to acts and omissions of the Funding Lender occurring during the period of ownership
and operation of the Project by the Funding Lender. The Funding Lender shall have no
indemnification obligations with respect to the Governmental Note or the Project Loan Documents.
The Borrower shall remain liable under the Regulatory Agreement for its actions and omissions prior
to any transfer of title to the Funding Lender.
4. Sale or Transfer. Restrictions on sale or transfer of the Project or of any interest in the
Borrower, Governmental Lender and/or Fiscal Agent consents, transferee agreements, transferee
criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like
shall not apply to any transfer of title to the Project to the Funding Lender or to a third party by
foreclosure, deed in lieu of foreclosure or comparable conversion of the Project Loan or to any
subsequent transfer by the Funding Lender following foreclosure, deed-in-lieu of foreclosure or
comparable conversion of the Project Loan. No transfer of the Project shall operate to release the
Borrower from its obligations under the Regulatory Agreement. Nothing contained in the Regulatory
12519391v3
Attachment D
Agreement shall affect any provision of the Security Instrument or any of the other Project Loan
Documents that requires the Borrower to obtain the consent of the Funding Lender as a precondition
to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct
or indirect interest in the Borrower, excluding transfers permitted by the Security Instrument. No
covenant obligating the Borrower to obtain an agreement from any transferee to abide by all
requirements and restrictions of the Regulatory Agreement shall have any applicability to a transfer
to the Funding Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the
Project Loan by the Funding Lender, or to any subsequent transfer by the Funding Lender following
foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Project Loan.
5. Enforcement. Notwithstanding anything contained in the Regulatory Agreement to
the contrary: (i) the occurrence of an event of default under the Regulatory Agreement shall not, under
any circumstances whatsoever, be deemed or constitute a default under the Project Loan Documents,
except as may be otherwise specified in the Project Loan Documents; and (ii) the occurrence of an
event of default under the Regulatory Agreement shall not impair, defeat or render invalid the lien of
the Security Instrument. No person other than the Funding Lender shall have the right to (a) declare
the principal balance of the Project Note to be immediately due and payable or (b) commence
foreclosure or other like action with respect to the Security Instrument. The Governmental Lender
and the Fiscal Agent acknowledge and agree that the exercise of any rights and remedies under the
Regulatory Agreement is subject to the provisions of the Project Loan Documents.
6. Notice of Violations. Promptly upon determining that a violation of the Regulatory
Agreement has occurred, the Governmental Lender or the Fiscal Agent shall, by notice in writing to
the Borrower, the Servicer and the Funding Lender, inform the Borrower, the Servicer and the
Funding Lender that such violation has occurred, the nature of the violation and that the violation has
been cured or has not been cured, but is curable within a reasonable period of time, or is incurable;
notwithstanding the occurrence of such violation, neither the Governmental Lender nor the Fiscal
Agent shall have, and each of them acknowledge that they shall not have, any right to cause or direct
acceleration of the Project Loan, to enforce the Project Note or to foreclose on the Security Instrument.
7. Amendments. The Regulatory Agreement shall not be amended without the prior
written consent of the Funding Lender.
8. Fees; Penalties. The Funding Lender shall not be liable for the payment of any
compensation or any accrued unpaid fees, costs, expenses or penalties otherwise owed by the
Borrower or any subsequent owner of the Project prior to the date of acquisition of the Project by the
Funding Lender, whether such acquisition is by foreclosure, deed-in-lieu of foreclosure or comparable
conversion of the Project Loan.
9. Subordination. The terms, covenants and restrictions of the Regulatory Agreement,
other than those set forth in Sections 3 through 5, are and shall at all times remain subject and
subordinate, in all respects, to the liens, rights and interests created under the Project Loan Documents.
10. Third-Party Beneficiary. The parties to the Regulatory Agreement recognize and
agree that the terms of the Regulatory Agreement and the enforcement of those terms are essential to
the security of the Funding Lender and are entered into for the benefit of various parties, including
the Funding Lender. The Funding Lender shall accordingly have contractual rights in the Regulatory
12519391v3
Attachment D
Agreement and shall be entitled (but not obligated) to enforce, separately or jointly with the
Governmental Lender and/or the Fiscal Agent, or to cause the Governmental Lender or the Fiscal
Agent to enforce, the terms of the Regulatory Agreement. In addition, the Funding Lender is intended
to be and shall be a third-party beneficiary of the Regulatory Agreement.
11. Notices. Copies of all notices under the Regulatory Agreement shall be sent to the
Servicer at the address set forth below or to such other address as the Servicer may from time to time
designate:
Greystone Servicing Company, LLC
1100 Abernathy Rd. NE
Building 500, Suite 900
Atlanta, GA 30328
Attention: Senior Managing Director
Email: jenglund@greystoneusa.com
Telephone: (770) 392-9340
Any notice to be given to Freddie Mac shall be sent to Freddie Mac at the address set forth
below or to such other address as Freddie Mac may from time to time designate:
FEDERAL HOME LOAN MORTGAGE CORPORATION
8100 Jones Branch Drive, MS B4P
McLean, Virginia 22102
Attention: Multifamily Operations - Loan Accounting
Email: mfla@freddiemac.com
Telephone: (703) 714-4177
with a copy to: FEDERAL HOME LOAN MORTGAGE CORPORATION
8200 Jones Branch Drive, MS 210
McLean, Virginia 22102
Attention: Managing Associate General Counsel Î
Multifamily Legal Division
Email: joshua_schonfeld@freddiemac.com
Telephone: (703) 903-2000
12519391v3
Attachment E
Kutak Rock LLP Draft #1
TAX-EXEMPT ASSIGNMENT OF MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FINANCING STATEMENT AND TAX-EXEMPT ASSIGNMENT OF
LEASES AND RENTS
(TWIN LAKES FAMILY APARTMENTS)
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, as of the __ day of June, 2020, the CITY OF ROSEVILLE, MINNESOTA,
a statutory city, municipal corporation, and political subdivision duly organized and existing
under the Constitution and laws of the State of Minnesota (ÐAssignorÑ), whose address is 2660
Civic Center Drive, Roseville, Minnesota 55113, Attention: City Manager, hereby sells, assigns
and transfers to, without recourse or warranty, U.S. BANK NATIONAL ASSOCIATION, a
national banking association (ÐFiscal AgentÑ or ÐAssigneeÑ), whose address is Global Corporate
rd
Trust Services, 60 Livingston Avenue, 3 Floor, EP-MN-WS3C, St. Paul, Minnesota 55107-2292,
Attention: Dan Sheff, all of AssignorÓs right, title and interest in and to (i) that certain Tax-Exempt
Mortgage, Security Agreement and Fixture Financing Statement dated as of June 1, 2020, executed
by Roseville Leased Housing Associates I, LLLP, a Minnesota limited liability limited partnership
(the ÐBorrowerÑ), in favor of Assignor, filed of record in the Office of the Registrar of Titles,
Ramsey County, Minnesota, on ________________, 2020, as Document No. _______________,
and (ii) that certain Tax-Exempt Assignment of Leases and Rents dated as of June 1, 2020,
executed by Borrower in favor of Assignor, filed of record in the Office of the Registrar of Titles,
Ramsey County, Minnesota, on ________________, 2020, as Document No. _______________,
each encumbering property legally described on Exhibit A attached hereto and hereby made a part
hereof, together with all right and interest in the obligations therein specified and the debt thereby
secured; to have and to hold the same unto Assignee and its successors and assigns forever.
Assignor covenants with Assignee, its successors and assigns, that there is still due and unpaid of
the debt secured by the foregoing documents the sum of \[__________\] and No/100 Dollars
($_____________.00), and that Assignor has good right to sell, assign and transfer the same.
\[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.\]
ATAX - Twin Lakes Family Apartments Î
Assignment of Mortgage and of ALR (Tax-Exempt)
4819-9465-5930.2
Attachment E
Kutak Rock LLP Draft #1
IN WITNESS WHEREOF, the undersigned has executed and delivered this Assignment
of Tax-Exempt Mortgage, Security Agreement and Fixture Financing Statement and Tax-Exempt-
Assignment of Leases and Rents as of the day first above written.
CITY OF ROSEVILLE, MINNESOTA
(SEAL)
By: ____________________________________
Its Mayor
By: ____________________________________
Its City Manager
STATE OF MINNESOTA )
)
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this ____ day of ______, 2020, by
Dan Roe and Patrick Trudgeon, the Mayor and City Manager, respectively, of the City of
Roseville, Minnesota, a municipal corporation and a political subdivision under the laws of the
State of Minnesota, on behalf of said City.
Notary Public
THIS INSTRUMENT DRAFTED BY:
Kutak Rock LLP
8601 North Scottsdale Road, Suite 300
Scottsdale, AZ 85253
\[SIGNATURE PAGE TO ASSIGNMENT OF TAX-EXEMPT MORTGAGE, SECURITY
AGREEMENT AND FIXTURE FINANCING STATEMENT AND TAX-EXEMPT
ASSIGNMENT OF LEASES AND RENTS\]
ATAX - Twin Lakes Family Apartments Î
Assignment of Mortgage and of ALR (Tax-Exempt)
4819-9465-5930.2
Attachment E
Exhibit A
Legal Description
ATAX - Twin Lakes Family Apartments Î
Assignment of Mortgage and of ALR (Tax-Exempt)
4819-9465-5930.2
REQUEST FOR COUNCIL ACTION
Date: May 18, 2020
Item No.: 7.g
Department Approval City Manager Approval
Item Description: Receive Civic Campus Master Plan Project Update
1 B ACKGROUND
th
2 On January 6, 2020, the City Council approved a Professional Services Agreement with BKV
3 Group for the Civic Campus Master Plan.
4 Staff has been working with BKV Group since that time to assemble data and develop current, short-
5 term and long-term space needs for all City departments. Using this information, BKV, along with
6 their subconsultant Oertel Architects, have assembled some preliminary concepts for addressing the
7 facility needs for City operations.
8 The space needs assessments for the departments are based on some expected growth both in
9 services as well as some staff over the next 10-15 years. There are also existing deficiencies that are
10 identified as “Immediate Area Need” in the attached presentation. This information, as well as the
11 information which was assembled in the 2017 Maintenance Facility Space Needs Analysis and
12 refined as part of this effort, were used to develop these initial concepts.
13 Bruce Schwartzman from BKV Group will present the preliminary concept plans and seek input
14 from the City Council. These concepts do provide some level of detail, but they are still very
15 conceptual and will need to be further vetted before the final report. At this time, staff and the
16 consultant are looking for Council’s initial reaction to the impacts of each concept as well as the
17 resulting flexibility offered by each concept.
18 Of particular note and for comment on the part of the Council are the potential impacts to the retail
19 center building, the existing ball field, and the VFW. Also, there will be some discussion about
20 splitting the Maintenance Facility operations, both short and long term.
21 Following the presentation of the preliminary concept plans, there will be a discussion about
22 engagement efforts for this plan. Coal Dorius from Zan Associates will be on hand to discuss the
23 engagement process and ideas for virtual engagement.
24 Staff has already had two meetings with the VFW and will continue to keep them engaged in the
25 process. The next step will be to engage the residents around the Civic Campus and present them
26 with some online tools in order to learn about the Civic Campus Master Plan project and allow them
27 to provide comment. Staff and BKV Groupwill also offer opportunities for residents to meet
28 individually, if desired. There will also be opportunities for the general public to view materials and
29 possibly some videos on a project website to learn about the study and provide comment.
30 Feedback from the Council will be used to further develop the concepts. The next steps include the
31 engagement of stakeholders and the general public and vetting the concepts more with City staff.
32 Refined concepts and feedback from the stakeholders and general public are scheduled to be
Page 1 of 2
th
33 presented to the City Council at their July 20work session.
34 F INANCIAL I MPACTS
th
35 Staff and BKV will present estimated costs for concepts at the July 20Council work session.
36 S TAFF R ECOMMENDATION
37 Receive an update on the City Campus Master Plan from staff, BKV Group and Zan Associates and
38 provide feedback on the information presented.
39 R EQUESTED C OUNCIL A CTION
40 Receive an update on the City Campus Master Plan from staff, BKV Group and Zan Associates and
41 provide feedback on the information presented.
Prepared by: Marc Culver, Public Works Director
Attachments: A: Presentation
Page 2 of 2
st
WASHINGTON, DC
MINNEAPOLIS
HANOI, VIETNAM
DALLAS
CHICAGO
REQUEST FOR COUNCIL ACTION
Date: May 18, 2020
Item No.: 7.h
Department ApprovalCity Manager Approval
Item Description: Consider adoptiona Resolution memorializing the Twin Lakes Station
EAW Record of Decision
1 B ACKGROUND
2The City of Roseville, as the Regulatory Governmental Unit, is responsible for administering the
3Environmental Assessment Worksheet (EAW) process. The City Council declared the Twin
4Lakes StationEAW complete on March 23, 2020. Since that time, the EAW has been publicly
5available for viewing on the City’s website. The public comment period closed on May 6, 2020,
6causing the City to respond/address any public comments received and to determine whether an
7Environmental Impact Statement (EIS), a more detailed environmental review, is necessary.
8Further, Kimley-Horn,acting on behalf of Launch Properties,seeksa decision on the EAW
9pertaining to Twin Lakes Stationand their planned redevelopment, so they can continue to move
10their project forward.
11The following timeline outlines the EAW public comment/review process:
12April 6, 2020:The Twin Lakes StationEAW was published in the
13Environmental Quality Board (EQB) Monitor, thus beginning
14the 30-day review and comment period.
15May 6, 2020:The 30-day review and comment period ended, with the
16Planning Division receiving commentsfrom four state
17agencies, including Minnesota Department of Transportation,
18Minnesota Pollution Control Agency, Minnesota Department
19of Natural Resources,and the MetropolitanCouncil.
20May 4 and May 6, 2020:The City notified Kimley-Horn regarding the comments
21received on the Twin Lakes StationEAW and requested
22feedback needed to formulate formal responses.
23May 11,2020:The Planning Division received information from Kimley-
24Horn, which aided City response to the commentsreceivedon
25the Twin Lakes StationEAW.
26May 12, 2020:City Staff fromPublic Worksand Community Development
27met to review the Kimley-Horn information and to formulate
28formal responses to the comments received.
PROJ0046_TwinLakesStationEAW
Page 1of 2
29May 13,2020:The City Planner submitted the Roseville staff suggested
30 responses to the public comments to the EAW to Launch
31 Properties, Dominium, and Kimley-Horn for their reviewand
32 comment.
33 May 14, 2020: The City Planner emailed the City’s responsesfrom theTwin
34 Lakes Station EAW to all persons who commented during the
35 30-day comment period, fulfilling requirements under the
36 Minnesota Administrative Rules governing EAW’s.
E
37 NVIRONMENTAL A SSESSMENT W ORKSHEET P ROCESS
38 In accordance with Minnesota Rules, part 4410.1700, the City is required to determine whether
39 or not the project has the potential for significant environmental effects such that an EIS should
40 be completed. This decision and subsequent action by the City Council requires the review of
41 the Twin Lakes StationEAW and all comments submitted by state, county and/or local agencies
42 and citizens. In this instance, only state agencies returned comments on the EAW. The Record
43 of Decision, including Finding of Fact and responses to comments, is provided as Attachment B
44 and would be made part of the Resolution requested for adoption.
45 S TAFF R ECOMMENDATION:
46 Based on the information contained in the EAWRecord of Decision, City staff has determined
47 there is no potential for significant environmental effects from the proposed Twin Lakes Station
48 redevelopment project. All issues identified by the EAW can be addressed as part of the
49 development process and nothing out of the ordinary was discovered that would require further
50 review via an Environmental Impact Statement. Staff is therefore recommending adoption of a
51Resolution, memorializing the Twin Lakes StationEAW Record of Decision, making a negative
52declaration as to theneed for anEnvironmental Impact Statement.
53 UGGESTED C ITY C OUNCIL A CTION
S
54 ADOPT a RESOLUTION memorializing the Twin Lakes Station EAW Record of Decision,
55 finding that an Environmental Impact Statement will not be necessary.
56 If the Roseville City Council believes further environmental review (i.e. an EIS) should be
57 completed, then the Council should provide direction to the Community Development
58
Department on said reasons and direct staff to prepare findings consistent with those reasons.
Prepared by: City Planner Thomas Paschke
Attachments: A. Resolution
B. Record of Decision & Findings of Fact
C. Twin Lakes Station EAW
PROJ0046_TwinLakesStationEAW
Page 2of 2
Attachment A
1 EXTRACT OF MINUTES OF MEETING OF THE
2 CITY COUNCIL OF THE CITY OF ROSEVILLE
3 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
th
4 Roseville, County of Ramsey, Minnesota, was held on the 18 day of May 2020, at 6:00 p.m.
5 The following members were present: ______________
6 and the following were absent: __________
7
8 Council Member _________ introduced the following resolution and moved its adoption:
9
10 RESOLUTION NO. ___________
11 RESOLUTION MEMORIALIZING THE TWIN LAKES STATION ENVIRONMENTAL
12 ASSESSMENT WORKSHEET (EAW) RECORD OF DECISION, MAKING A
13 NEGATIVE DECLORATION ON THE NEED TO CONDUCT AN ENVIRONMENTAL
14 IMPACT STATEMENT (EIS)
15 WHEREAS, the City of Roseville is a municipal corporation, organized and existing
16 under the laws of the State of Minnesota; and,
17 WHEREAS, the City Council of the City of Roseville has adopted a comprehensive plan
18 and corresponding zoning regulations to promote orderly development and utilization of land
19 within the City; and,
20 WHEREAS, Kimley Horn, acting on behalf of Launch Properties and Dominium, are
21 seeking to make improvements to the former Boater’s Outlet property located at 1705, 1717,
22 1743, and 1755 County Road C, consisting of 277 units of senior affordable housing, 228 units
23 of family affordable housing, and seven commercial buildings encompassing 55,000 square feet
24 of retail space; and,
25 WHEREAS, said improvements are consistent with the City’s 2040 Comprehensive Plan
26 and Zoning Code; and
27 WHEREAS, the number of residential units and mixed residential and industrial-
28 commercial requires the preparation of an Environmental Assessment Worksheet according to
29 Minnesota Rules, part 4410.4300, subp. 19 and subp. 32 respectively; and
30 WHEREAS, the City of Roseville duly prepared the required EAW and distributed the
31 document for the 30-day review and comment period, which began on April 6, 2020 and
32 concluded on May 6, 2020; and
33 WHEREAS, the City of Roseville has received and responded to all comments on the
34 EAW via email on May 14, 2020 and within the Record of Decision document attached hereto at
35 Exhibit A.
36 NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Roseville:
37 1. The Record of Decision for the Twin Lakes Station EAW is accepted and approved.
38 2. A negative declaration for the Twin Lakes Station EAW is hereby ordered, and an Environmental
39 Impact Statement shall not be required.
\[Type here\]
40 EXHIBIT A
41 Record of Decision
Attachment B
RECORD OF DECISION
FINDINGS OF FACT AND CONCLUSIONS, RESPONSES TO COMMENTS
Date: May 18, 2020
RE: Determination of Need for an Environmental Impact Statement (EIS)
Project: Twin Lakes Station
Location: City of Roseville, Ramsey County, MN
FINDINGS OF FACT
1.Roseville Investment Partners, LLC, in coordination with Dominium, are proposing to redevelop
an industrial site in Roseville, MN to a mixed use commercial and residential development. The
proposed redevelopment includes 277 senior living units, 228 family residential units, 55,000
square feet of commercial retail, and 1,016 parking stalls.
2.The project falls within the mandatory Environmental Assessment Worksheet (EAW) category of
Minnesota Rules part 4410.4300,Subpart 32 – Mixed residential and industrial-commercial
projects; Subpart 19 – Residential development.
3.City of Roseville is serving as the Responsible Government Unit (RGU).
4.The EAW was prepared using the form approved by the Minnesota Environmental Quality Board
in accordance with Minnesota Rules Part 4410.1300; and
5.The EAW is incorporated by reference in this Record of Decision; and
6.The EAW was published in the EQB on April 6, 2020. A copy of the EAW was sent to all persons
on the EQB Distribution List. Hard copies of the EAW were also available for public viewing at
the City of Roseville City Office, the City of Roseville website, and available upon request.
7.The 30-day public review and comment period opened on April 6, 2020 and ended on May 6,
2020. Four written comments were received from three state agencies (Minnesota Department
of Transportation, Minnesota Department of Natural Resources, and Minnesota Pollution
Control Agency) and one regional agency (Metropolitan Council). No other comments were
received.
DECISION REGARDING NEED FOR ENVIRONMENTAL IMPACT STATEMENT
The City of Roseville considered the following factors in Minnesota Rules, part 4410.1700 in deciding
whether the project has the potential for significant environmental effects:
1.Type, extent, and reversibility of environmental effects
The City of Roseville finds the analysis completed for the EAW is adequate to determine
whether the project has the potential for significant environmental impacts. The EAW described
the type and extent of impacts anticipated to result from the proposed project. This document
provides clarifications and summarizes the dominant and recurring issues within the EAW.
Traffic and environmental remediation covered by an MPCA Response Action Plan were the
primary impacts within the EAW, and within the comments received, that was found to be
impacted by the proposed project. By following the mitigation outlined in the EAW and in the
response to comments, the impacts will be avoided, minimized, and/or mitigated.
2.Cumulative potential effects of related or anticipated future projects
The proposed Twin Lakes Station project is located in an area guided for Community Mixed-Use,
with development-redevelopment potential, in the City’s 2040 Comprehensive Plan. The
surrounding area contains the infrastructure to support it and provides access to the existing
transportation network of roads, sidewalks, and access to three transit bus routes. The
1
Attachment B
RECORD OF DECISION
FINDINGS OF FACT AND CONCLUSIONS, RESPONSES TO COMMENTS
proposed project aims to improve upon the pedestrian network by implementing pedestrian
and bikeway networks throughout the project area, as well as creating connections at the
project’s periphery to existing pedestrian and bikeways networks. The immediate area
surrounding the project is already built-out in suburban commercial-like patterns with similar
densities, coverages, and land use make-up. Because of this, there are no known anticipated
future projects that pose related potential cumulative effects.
3.Extent to which environmental effects are subject to mitigation by on-going public regulatory
authority
The mitigation of environmental impacts will be designed and implemented in coordination with
the applicable regulatory agencies. All mitigation efforts will be subject to the plan approval and
permitting process at the City of Roseville and other regulatory agencies. Permits and approvals
are identified within the Permits table, updated and included as Appendix C to this Record of
Decision.
4.The extent to which environmental effects can be anticipated and controlled as a result of
other available environmental studies undertaken by public agencies or the project proposer,
including other EIS’s
The City finds:
a.The proposed project is reasonably similar to other mixed-use projects in the Twin Cities
metropolitan area. Other projects of similar scope, land use, natural resource, surface
water, traffic, and associated mitigation have successfully mitigated potential for
environmental impacts.
b.The EAW, in conjunction with this document, contains or references the known studies
that provide information or guidance regarding environmental effects that can be
anticipated and controlled.
c.There is no other known EIS for any similar project in the City of Roseville or surrounding
area.
d.In light of results of environmental reviews and permitting processes for similar mixed-
use projects within the City of Roseville, the City of Roseville finds the environmental
effects of the project can be adequately anticipated and controlled.
CONCLUSIONS
Based on the criteria in Minnesota Rules, part 4410.1700, the project does not have the potential for
significant environmental effects. An Environmental Impact Statement (EIS) is not required for the Twin
Lakes Station project. The RGU makes a Negative Declaration and does not require the preparation of an
Environmental Impact Statement (EIS).
RESPONSE TO COMMENTS
The following comments were received on the EAW. Consistent with state environmental review rules,
written responses have been prepared for all substantive comments submitted during the 30-day EAW
comment period and the comment letters are included in Appendix A.
2
B
The
Attachment
will work
430 and will
-
included in
RV
for the proposed
-
are
s
developer
evelopment is providing
connect into the Pigs Eye
The
Response Thank you for your comment. proposed dinternal pedestrian and bicycle connections to the regional facilities located along County Road C. A cross walk will be installed at the
proposed signal at Herschel Street and County Road C which will provide access to the regionaltrial on the south side of County Road C. with the City and County to ensure the project
supports bikeability and walkability opportunities. Thank you for your comment.Wastewater flow calculations and utility exhibitdevelopment Appendix B. The proposed project will connect
to the Metropolitan Council Interceptor #1ultimately Wastewater Treatment Plant.
ny new
3
2687 or David.Sahli@state.mn.us.
-
757
-
treated, should be included. Currently the EAW only
County Rd C is an existing separated shared use path facility, as
Modal
Design wastewater flow calculations should be included foraverage daily flow and peak flow. The total number of each development type and the design flow per unit should be itemized.
A table, similar to Table 9 for traffic volume, should be included showing number of units, average flow, and peak flow per unit.A map showing the connection to the city sewer and the
sewer route to the wastewater treatment plant would be useful.A brief discussion of the Metropolitan Council Environmental Services (MCES) wastewater treatment plant, where the flow
will ultimately bementions that the wastewater will be treated at one of the nine MCES facilities. Questions on the wastewater should be directed to Dave Sahli at 651
-
IONS, RESPONSES TO COMMENTS
Comment MultiMnDOT well as being an RBTN Tier 1 Alignment. This new development, with new destinations, and existing destinations, will be and already are pedestrian generators, and
it would be practical for adevelopment in this area to support those uses with a complete and connected system for biking and walking. Grocery stores specifically are a priority pedestrian
destination and this development will be immediately behind a shopping center that is anchored by a Lunds & Byerlys grocery store. MnDOT encourages further coordination between the
developer, the City, and Ramsey County to ensure that all available opportunities are leveraged to create an environment that further supports biking and walking. Wastewater
CLUS
Responder Cameron Muhic Karen Kromar
Comments and Responses to EAW
.
1
nDOT
Entity MMPCA
RECORD OF DECISIONFINDINGS OF FACT AND CONTable
B
The
Attachment
been
Environmental
A Response
has also been
in the event
City of Roseville
for both portions of the
Response Thank you for your comment. proposed development will reduce the impervious surface area and increase green space within the project site by over 6 acres. The proposed project
proposes stormwater BMP’s that will meet the current Rice Creek Watershed District rules and requirements. Thank you for your comment. Phase I and Phase II Site Assessments have completed
for both the retail and residential portions of the proposed project. Action Plan/Construction Contingency Plan preparedproposed projectcontaminated soils are encountered during construction.
impacts from
ncy Plan will be
Environmental Site
s
4
2629 or Roberta.Getman@state.mn.us.
-
206
-
questions regarding construction stormwater to
It appears that the Phase I and Phase II Assessments were conducted only on the northern portion of the Project site. Therefore, it is not clear if there is the potential for contamination
on the southern portion of the site, or if the Response Action Plan/Construction Contingeimplemented on the southern portion of the Project Site. Please clarify.
IONS, RESPONSES TO COMMENTS
Comment StormwaterIt is strongly advised that the redevelopment consider improving existing stormwater conditions by incorporating green infrastructure practices that will help the development
resist theincreasing rainfall in Minnesota and protect the water quality of the downstream receiving waters. Examples include maximizing green space and planting trees, creating bioinfiltration
areas, constructing narrower streets and sidewalks to reduce impervious surfaces, creating infiltration trenches in parking lots or tree boxes, using pervious pavements and reusing
stormwater during dry spells. Additional information on these practices can be found in Minnesota’s Stormwater Manual. Please direct Roberta Getman at 507Contamination/Hazardous Materials/Waste
CLUS
Responder
Entity
RECORD OF DECISIONFINDINGS OF FACT AND CON
B
led,
C.
Attachment
structures within the
x B. Further, in accordance
demo inspection requirements
-
s been added to the Permits and
Response Thank you for your comment. A“Notification of Intent to Perform Demolition” will be submitted to the MPCA prior to any demolition of existing project area. This approval has
been added to the permits table in Appendiwith the Demolition Permit through the City of Roseville the project proposer will comply with Ramsey County in regard to their preto ensure
as much of the structure materials as possible are recycreducing the volume of materialdisposed of in the landfill.Thank you for your comment. A DNR Water Appropriation Permit haApprovals
table in Appendix
If this
23.pdf.
-
containing
2644 or
-
hw4
-
-
e of asbestos
206
to demolition
-
he MPCA 10
site at the appropriate
-
5
Due to the wetlands that are across County
footings and garage of the buildings.
.
friable. All friable or ACM that will become friable
-
Please note that demolition activities must comply with state and federal regulations that require inspection of the structure for hazardous materials such as asbestos, lead based paint,
light ballasts, thermostats, stored chemicals, ozone depleting chemicals, etc. All regulated facilities must have a thorough asbestos inspection conducted by a Minnesota Department
of Health certified asbestos inspector for the presenccontaining material (ACM). Asbestos containing material is either friable or nonduring demolition, is considered regulated asbestosmaterials
(RACM). RACM must be abated prioractivities. If abatement of 160 square feet, 260 linear feet, or 35 cubic feet of RACM is required, a licensed abatement contractor must be hired. For
all demolitions, a “Notification of Intent to Perform a Demolition” must be submitted to tworking days prior to the start of demolition. Any lead based paint chips present on the ground
following demolition must be removed and properly disposed of offdisposal facility. A fact sheet regarding lead paint disposal is available on the MPCA website at: https://www.pca.state.mn.us/sites/
default/files/wThe Project proposer should also consider recycling as much of the building materials as possible to reduce the volume of material disposed of in the landfill. If you
have any questions regarding demolition issues or asbestos and lead paint abatement, please contact Colin Boysen at 507Colin.Boysen@state.mn.us.
IONS, RESPONSES TO COMMENTS
Comment Page 4, Permits RequiredRoad C from the site, it is very likely that there will be a need to dewater to construct the dewatering.
dewatering exceeds 10,000 gallons per day, or one million gallons per year, then a DNR Water Appropriation Permit is required for the
CLUS
Responder Melissa Collins
Entity MnDNR
RECORD OF DECISIONFINDINGS OF FACT AND CON
B
nce on
Attachment
impacts to
.
e in the form of
with these changes
in less chloride
ing
propriate sediment and erosion
ntrol methods and BMP’s will be
Response Thank you for your comment. Apcoimplemented during construction. An NPDES permit and SWPPP will be obtained prior to construction. Thank you for your comment. Infiltration tests
have been completed to determine the appropriate location of the infiltration basins designed for the proposed development. The infiltration standards and procedures will be reviewed
and implemented to improve infiltration basin performathe site. Thank you for your comment. Theproposed project will result in lessimpervious surfacunderground/structured and surface
parking, resultlocal lakes and streams
—
on
have used
—
. Many winter
compacted
t the depth of
-
website
6
smeared and un
-
rom private companies
“Urban Land” soil unit means that the
. An
recommended by MnDOT to improve
n the environment, potentially reaching levels
Due to the disturbed conditions of the soil, we
.
rformance.
documented issue within Minnesota. Constructi
-
ormation and resources can be found at this
IONS, RESPONSES TO COMMENTS
Comment Page 8, Soils and Topographynative soil has been disturbed or displaced with fill and its composition is unknown, therefore the soil erodibility index rating is also unknown.
A “Not Rated” map unit cannot be interpreted to mean that “erosion is unlikely.” Disturbed soil/fill is often compacted and more susceptible to erosion. That said, as long as appropriate
sediment and erosion control BMP’s are used, soil erosion can be mitigated.Page 11, Stormwaterrecommend conducting an infiltration test to verify design infiltration rates at each infiltration
basin location. Stormwater infiltration basin failure is a wellBMP’s should be followed and any excavation should be in a manner that maintains soil structure in an unstandards and
proceduresinfiltration basin peResidential and commercial areas utilize large quantities of road salt to keep roads, sidewalks, and parking lots passable during the winter. Chloride
released into local lakes and streams does not break down, and instead accumulates ithat are toxic to aquatic wildlife and plants. Consider promoting local business and city applicator
participation in the Smart Salting Training offered through the Minnesota Pollution Control Agency. More infmaintenance staff who have attended the Smart Salting training both from
cities and counties and forganizations.
condition. We recommend that no grading activities within infiltration basins be performed when the soil moisture content aexcavation is below the plastic limit. Please review these
2018 their knowledge to reduce salt use and save money for their
CLUS
Responder
Entity
RECORD OF DECISIONFINDINGS OF FACT AND CON
ject
Prior
Attachment B
Following
by the Roseville
Council’s
e located within the
Further, the 2030
adopted
he 2040 Comprehensive
was
Response Thank you for your comment. Considering no suitable wildlife habitat is located within the prosite, no threatened, endangered or rare species are anticipated to be found within
the project site and no impacts are anticipated. All other layers were reviewed, and no MBS native plant communities, karst and fen features or sites of Biodiversity arproject site.
Project proposal will obtain said letter of concurrence and it will be saved to the project file. Thank you for your comment. Considering the 2040 Comprehensive Plan is in process,
the proposed land use was used for the basis of this EAW. the Metropolitanauthorization of Roseville’s 2040 Comprehensive Plan on April 22, 2020, tPlan City Council on May 4, 2020.to
any land use approvals or issuance of any permits for the project area, Roseville’s 2040 Comprehensive Plan will be fully enacted.Comprehensive Plan identifies the
-
5109).
-
259
-
n because they
, 651
still in effect. The
this is a formal environmental
risk species from entering the
-
7
Metropolitan Council authorized the
listed threatened species was identified
. The proposer should submit their
-lisa.joyal@state.mn.us
A Natural Heritage Inventory review was
965, but a letter of concurrence is still needed and
-
1330)
-
602
in one mile of the project
-
IONS, RESPONSES TO COMMENTS
Comment Page 15, Section 13.b.conducted using LAreview document and a statewithassessment of rare species and natural resource features with potential project impacts, and request a
concurrence from Lisa Joyal, Endangered Species Review Coordinator (Given the industrial nature of the site, we acknowledge that impact to rare species is unlikely to occur from this
project. That said, it is important to let the NHIS staff make that determinatioItem 8. Permits and Approvals Required; Item 9. Land Use (Eric Wojchik, 651The EAW states that the proposed
project is consistent with the planned land use in the City’s 2040 Plan, which is Community MixedUse. However, the City has not yet adopted the 2040 Plan. Until the 2040 Plan is adopted
by the City, the 2030 Plan is2030 Plan (current adopted Plan) identifies the land use for the site as Industrial. In order to be consistent with State environmental rules, adoption
of the 2040 Plan must occur prior to development commencing. Please note that the City of Roseville’s 2040 Plan on April 22, 2020.
should be attached to the EAW because have the most up to date survey information and might have recommendations to prevent certain atconstruction site.
CLUS
Responder Angela Torres, AICP
Entity Metropolitan Council
RECORD OF DECISIONFINDINGS OF FACT AND CON
al
l
The The
Attachment B
land use as
ocated along County Road
land use as industrial and
result in less chloride impacts
proposed cross walk will be installed at
A
Response existing the community mixed use, therefore, no conflict exists with the 2030 Comprehensive Plan.Thank you for your comment.proposed development is providing internal pedestrian
and bicycle connections to the regional facilities lC.the proposed signal at HerscheStreet and County Road C whichwill provide access to the regiontrial on the south side of CountyRoad
C.Thank you for your comment. proposed development will decrease the amount of impervious surfaces within the project site. While underground/structured and surface parking will be
implemented, these changeswillto local lakes and streams.
-
602
-
1361)
-
602
-
ter features. The EAW does
velopment may connect or
8
Surface Water (Joe Mulcahy, 651
–
Parks and Trails (Colin Kelly, 651
–
IONS, RESPONSES TO COMMENTS
Comment Item 9. Land Use The EAW accurately identifies the location of two parks, Oasis Park and Rosebrook Park, near the proposed project site. However, the EAW does not identify the
St. Anthony Railroad Spur Regional Trail Search Corridor directly south of the site along County Road C. The Metropolitan Council’s regional trail search corridors represent the proposed
location of future expansions of the Regional Parks System. The applicants should consider how the deintegrate with a future regional trail corridor along the south side of County Road
C. Item 11. Water Resources 1104) The EAW states that there are no impaired waters within a mile of the project site. This statement does not adequately address the potential impacts,
or lack thereof, on local surface wanot identify the unnamed stream located directly north of the site from Oasis stormwater pond to Little Johanna Lake that appears to be impaired
for chloride. Little Johanna Lake is also impaired for chloride and nutrients. According to the MPCA website, a TMDL study for chloride was completed and approved for these waters.
Council staff recommends that the applicants ensure all stormwater Best Management Practices for the proposed project are designed to minimize chloride loadings from the site.
CLUS
Responder
Entity
RECORD OF DECISIONFINDINGS OF FACT AND CON
B
City
The
for the
Attachment
improve
will reduce the
RCWD rules and
. Multiple filtration
being proposed
area
project
Roseville and
Response Thank you for your comment. proposed impervious basins and underground treatment systems aredevelopment. The proposed development will meet current of regulations which will
stormwater management. Thank you for your comment. The location of the Metropolitan Council sewer interceptor has been noted and the proposed connection is shown on the exhibit in
Appendix B.
-
602
430) is
-
-
RV
-
purpose
-
the developers
stormwater retention and
nterceptor (1
9
)
s the potential impacts to the regional
Stormwater (Cameran Bailey, 651Wastewater (Roger Janzig,
– –
ice identified in the EAW for this project location.
lding owners and tenants.
IONS, RESPONSES TO COMMENTS
Comment Item 11. Water Resources 1212) Considering that the stormwater management design has not been decided on for this site, Council staff recommends that and City consider the utilization
of green roofs and multirecreational, visual amenity, and bioretention green stormwater features across the site. The MPCA’s online “Stormwater Manual” offers guidance for designing
and calculating detention values(https://stormwater.pca.state.mn.us/index.php/Green_roofs). Green roofs also increase the energy efficiency of buildings by adding a layer of insulation
to the roof, which reduces operating and living costs for buiItem 11. Water Resources Roger.janzig@metc.state.mn.usThe Metropolitan Disposal System has adequate capacity for the level
of servThe EAW incorrectly identifies the location of the Metropolitan Council Interceptor that will provide sanitary sewer service to the proposed project. The EAW indicates that the
interceptor is located along County Road C; however, the Metropolitan Council Ilocated along the northern boundary of the site. Prior to development commencing, preliminary plans should
be sent to Tim Wedin, Interceptor Engineering Assistant Manager, at the Metropolitan Council Environmental Services to assesinterceptor system.
CLUS
Responder
Entity
RECORD OF DECISIONFINDINGS OF FACT AND CON
The
Attachment B
would welcome
will work with
increase in the
.
an
osswalk will provide better
Response Thank you for your comment. The proposed landscape plan will incorporate native landscaping. Currently minimal vegetation is located within the project site; therefore, amount
of green space and landscaping within the project site will provide potential habitat for pollinator species. Thank you for your comment. Electric vehicle charging stations will be
considered as design on the proposed development progresses. Thank you for your comment. Existing suburban local bus route 225 provides several stops adjacent to the site, including
at the intersection of Herschel Street and County Road C. The improvement of this intersection with a signal and crtransit access at this stop. project proposersextension of this
route into the project area andMetro Transit staff to discuss potential transit connections options for the proposed development
ready
-
rve host to this
1212)
1212)
-
-
602
602
-
-
edale Transit Center to
7774)
-
349
-
10
” guideline document.
t opportunities.
ential Zone”. Executing a landscape design including native,
infrastructure. Find guidance in the Great Plains Institute’s
invasive plants is admirable, but executing it so close in proximity
-
wever, Routes 225, 264, and 801 are located within walking distance
Becoming Electric Vehicle Ready
IONS, RESPONSES TO COMMENTS
Comment Item 13. Fish, Wildlife, Plant Communities, and Sensitive Ecological Resources (Rare Features) (Cameran Bailey, 651According to the U.S. Fish & Wildlife Service’s “Rusty Patched
Bumble Bee Map” referenced in the EAW, at least a quarter of the site is in a “High Potnonto a “high potential zone” for this rare and endangered species increases the optimistic possibility
that this site may sespecies in the future. As such, Council staff recommends that Item 13.d. identify measures that will be taken to avoid, minimize, or mitigate adverse effects on
the Rusty Patch Bumble Bee.Item 16. Vehicle Emissions (Cameran Bailey, 651Council staff recommends the adoption and integration of either electric vehicle charging infrastructure, or
electric vehiclecharging “Item 18. Transit (Scott Thompson, 612The EAW states that “transit, pedestrian, and bicycle travel are negligible in the vicinity of the project” and does not
identify transit infrastructure or level of service near the proposed project site. Ho(0.5 miles) from the site. Route 225 has bus stops directly south of the project site along either
side of County Road C. Route 264 could also potentially provide a connection from the Rosthe project site. Council staff recommends that the applicants consider the impacts of the proposed
development on transit infrastructure and service, and work with Metro Transit staff to connect the development with existing transi
CLUS
Responder
Entity
RECORD OF DECISIONFINDINGS OF FACT AND CON
B
Attachment
with the
The project
ucing the existing urban
by over 6 acres
Response Thank you for your comment. Impervious surface is being reduced proposed project by introduction of landscaped green space and incorporation of parking lot islands, thereby
redheat island effect.proposer will work with the City of Roseville on additional resiliency efforts for incorporation into the project if they are deemed financially feasible.
-
“MN
”). Such
solar
the integration of solar
”, page 20). Decreasing the
11
load requirements, increases the cost
“Take action to equitably reduce
should consider the integration of green
The proposed development maintains the
those 65 and older (MN Dept. of Health
–
-
proposed development will maintain a large
The
–
related risks to City residents.”
-
ange Vulnerability Assessment
eeping Our Cool: Extreme Heat in the Twin Cities Region
The project proposer should consider mitigation of UHI effects by installing green roofs, cool roofs, planting and maintaining trees, incorporating trees into site design, and constructing
cool, reflective, and permeable pavements (Metropolitan Council, “K measures would also be in line with a resilience goal in Roseville’s 2040 Comprehensive Plan: climate The project
proposer roofs and trees into the site design as they increase energy efficiency, decrease operating and living costs, and decrease the consumption of electricity and natural gas on
site.The project proposer should considerphotovoltaic (PV) systems into the rooftop design and utility of the proposed development, as well as into the surface parking lot design. Approximately
5 acres of surface parking can accommodate the development of 5 megawatts of
1212)
-
IONS, RESPONSES TO COMMENTS
Comment Item 20. Other Potential Environmental Effects (Cameran Bailey, 651602Urban Heat Island Effect existing urban heat island (UHI) effect, which increases the demand on the electrical
grid to meet cooling of living due to higher cooling load demands, exacerbates the impacts of heat waves, and increases the vulnerability of the humans most at risk to such heat events
Climate Ch site’s impervious surface footprint by 2 acres is commendable, but marginal relative to 13.53 acres which will continue to be impervious.GHG Mitigation electrical and natural
gas density of consumption, which will continue to drive greenhouse gas emissions, which drive climate change, and the negative environmental impacts that come with it.
CLUS
Responder
Entity
RECORD OF DECISIONFINDINGS OF FACT AND CON
The
The City
Attachment B
550,000
not
feet of floor space.
Response Thank you for your comment. EAW describes seven commercial buildings comprising 55,000 square feet of floor space, square will work with Met Council on the TAZ’s and projections
for the area.
st be
e.
2040. Should this development
12
-
1322)
-
602
-
Examine opportunities to allow and
with Minnesota’s solar energy goal (M.S.
ensive Plan: “
electricity production. Five megawatts of annual electricity production would meet the annual electricity needs of the 565 proposed units more than twice over. Such implementation would
be in line with two resilience goals in Roseville’s 2040 Compreh encourage solar installations within public and private parking lots.”; “Strive to produce enough solar electricity
within City boundaries to meet 10 percent of citywide electricity use by 2030, which aligns216B.1962).”
IONS, RESPONSES TO COMMENTS
Comment Forecasts (Todd Graham, 651The EAW describes a redevelopment with seven commercial buildings (totaling 550,000 square feet of floorspace) and three residential complexes (505
housing units). The site is in TAZ #1859. The City’s TAZ allocation, submitted with its 2040 Comprehensive Plan, expects growth of 147 households, 390 population, and 700 jobs during
2020proceed, the TAZ #1859 allocation for 2030 and 2040 muincreased. Council staff recommend adding 350 households and 550 population on top of the current allocation. The increase
can be offset with reductions in zones elsewhere in Roseville. A forecast change to the City total is not necessary at this timThe TAZ table can be revised through correspondence with
Council staff, separate from a formal review process.
CLUS
Responder
Entity
RECORD OF DECISIONFINDINGS OF FACT AND CON
APPENDIX A
Metropolitan District
Waters Edge Building
1500 County Road B2 West
Roseville, MN 55113
April 14, 2020
Thomas Paschke
City Planner
City of Roseville
2660 Civic Center Drive
Roseville MN 55113
SUBJECT: MnDOT Review #EAW20-006
Twin Lakes Station EAW
NW Quad MN51 & County Road C
Roseville, RamseyCounty
Dear Mr. Paschke,
Thank you for the opportunity to review the Twin Lakes Station EAW. MnDOT’s staff has
reviewed the documents and has the following comments:
Multi-Modal:
County Rd C is an existing separated shared use path facility, as well as being an RBTN Tier 1
Alignment. This new development, with new destinations, and existing destinations,will be and
already are pedestrian generators, and it would be practical for any new development in this area
to support those uses with a complete and connected system for biking and walking. Grocery
stores specifically are a priority pedestrian destinationand this development will be immediately
behind a shopping center that is anchored by a Lunds & Byerlys grocery store.
MnDOTencouragesfurther coordination between the developer, the City, and Ramsey County to
ensure that all available opportunities areleveraged to create an environment that further supports
biking and walking.
For questions regarding these comments, please contact Mackenzie Turner Bargen, Pedestrian &
Bicycle Coordinator, at mackenzie.turnerbargen@state.mn.us or 651-234-7879.
Review Submittal Options
MnDOT’s goal is to complete reviews within 30 calendar days. Review materials received
electronically can be processed more rapidly. Do not submit files via a cloud service or SharePoint
link. In order of preference, review materials may be submitted as:
An equal opportunity employer
MnDOT Metropolitan District, Waters Edge Building, 1500 County Road B2 West, Roseville, MN 55113
1.Email documents and plans in PDF format to metrodevreviews.dot@state.mn.us.
Attachments may not exceed 20 megabytes per email. Documents can be zipped as well. If
multiple emails are necessary, number each message.
2.PDF file(s)uploaded to MnDOT’s external shared internet workspace site at:
https://mft.dot.state.mn.us. Contact MnDOT Planning development review staff at
metrodevreviews.dot@state.mn.usfor uploading instructions, and send an email listing the
file name(s) after the document(s) has/have been uploaded.
3.Mailed or hand delivered documents in PDF format on a flash drive or CD-ROM to:
MnDOT –Metro District Planning Section
Development Reviews Coordinator
1500 West County Road B-2
Roseville, MN 55113
4.Printed documents via mail or hand delivery to the address above. Include one set of full-
size plans.
If you have any questions concerning this review, please contact me at (651) 234-7797.
Sincerely,
Cameron Muhic
SeniorPlanner
Copy sent via E-Mail:
Buck Craig, PermitsLance Schowalter, Design
Ben Klismith, Right-of-WayChris Chatfield,Water Resources
Jason Swenson, Water ResourcesAshley Roup, Traffic
Fay Simer, Area EngineerMackenzie TurnerBargen, Multimodal
Natalie Ries, NoiseRussell Owen, Metropolitan Council
MnDOT Metropolitan District, Waters Edge Building, 1500 County Road B2 West, Roseville, MN 55113
May 6, 2020
Thomas Paschke, City Planner
City of Roseville
2660 Civic Center Drive
Roseville, MN 55113
RE:City of RosevilleEnvironmental Assessment Worksheet (EAW) –Twin Lakes Station
Metropolitan Council Review No. 22439-1
Metropolitan Council District No. 10
Dear Mr. Paschke:
The Metropolitan Council received theEAW for the Twin Lakes Station project in the City of Roseville
on March 26, 2020. The proposed project is located between Fairview Avenue and Snelling Avenue,
north of County Road C, and adjacent to Herschel Street. The proposed development consists of 21.43
acres with three residential complexes and seven commercial buildings.The residential uses include a
senior living complex with 277 units and two multi-family residential buildings with a total of 228 units.
The staff review finds that the EAW is complete and accurate with respect to regional concerns and
does not raisemajor issues of consistency with Council policies. An EIS is not necessary for regional
purposes. We offerthe following comments for your consideration.
Item 8. Permits and Approvals Required; Item 9. Land Use(Eric Wojchik, 651-602-1330)
The EAW states that the proposed project is consistent with the planned land use in the City’s
2040 Plan, which is Community Mixed-Use. However, the City has not yet adopted the 2040
Plan. Until the 2040 Plan is adopted by the City, the 2030 Plan is still in effect. The 2030 Plan
(current adopted Plan) identifies the land use for the site as Industrial. In order to be consistent
with State environmental rules, adoption of the 2040 Plan must occur prior to development
commencing. Please note that the Metropolitan Council authorized the City of Roseville’s 2040
Plan on April 22, 2020.
Item 9. Land Use–Parks and Trails (Colin Kelly, 651-602-1361)
The EAW accurately identifies the location of two parks, Oasis Park and Rosebrook Park, near
the proposed project site. However, the EAW does not identify the St. Anthony Railroad Spur
Regional Trail Search Corridor directly south of the site along County Road C. The Metropolitan
Council’s regional trail search corridors represent the proposed location of future expansions of
the Regional Parks System. The applicants should consider how the development may connect
or integrate with a future regional trail corridor along the south side of County Road C.
Item 11. Water Resources –Surface Water(Joe Mulcahy, 651-602-1104)
The EAWstates that there are no impaired waters withinamile of the projectsite.This
statement does not adequatelyaddressthepotential impacts, or lack thereof, on local surface
waterfeatures.The EAWdoes notidentify theunnamedstreamlocated directly north of the site
from Oasis stormwater pond to Little Johanna Lakethat appears to be impaired for
chloride.Little Johanna Lake is also impaired for chloride and
nutrients.According to the MPCA website, a
TMDL study
for chloridewascompleted and approved for these waters. Council staff recommendsthat the
applicantsensureall stormwater Best Management Practicesfor the proposed project are
designed to minimize chloride loadings from the site.
Item 11. Water Resources –Stormwater (Cameran Bailey, 651-602-1212)
Considering that the stormwater management design has not been decided on for this site,
Council staff recommends that the developers and City consider the utilization of green roofs
and multi-purpose recreational, visual amenity, and bioretention green stormwater features
across the site. The MPCA’s online “Stormwater Manual” offers guidance for designing and
calculating stormwater retentionand detention values
(https://stormwater.pca.state.mn.us/index.php/Green_roofs). Green roofs also increase the
energy efficiency of buildings by adding a layer of insulation to the roof, which reduces operating
and living costs for building owners and tenants.
Item 11. Water Resources–Wastewater(Roger Janzig,Roger.janzig@metc.state.mn.us)
The Metropolitan Disposal System has adequate capacity for the level of service identified in the
EAW for this project location.
The EAW incorrectly identifies the location of the Metropolitan Council Interceptor that will
provide sanitary sewer service to the proposed project. The EAW indicates that the interceptor
is located along County Road C; however, the Metropolitan Council Interceptor (1-RV-430) is
located along the northern boundary of the site. Prior to development commencing, preliminary
plans should be sent to Tim Wedin, Interceptor Engineering Assistant Manager, at the
Metropolitan Council Environmental Services to assess the potential impacts to the regional
interceptor system.
Item 13. Fish, Wildlife, Plant Communities, and Sensitive Ecological Resources (Rare
Features)(Cameran Bailey, 651-602-1212)
According to the U.S. Fish & Wildlife Service’s“Rusty Patched Bumble Bee Map” referencedin
the EAW, at least a quarter of the site is in a “High Potential Zone”. Executing a landscape
design including native, non-invasive plants is admirable, but executing it so close in proximity
to a “high potential zone” for this rare and endangered species increases the optimistic
possibility that this site may serve host to this species in the future. As such, Council staff
recommends that Item 13.d. identify measures that will be taken to avoid, minimize, or mitigate
adverse effectson the Rusty Patch Bumble Bee.
Item 16. Vehicle Emissions(Cameran Bailey, 651-602-1212)
Council staff recommends the adoption and integration of either electric vehicle charging
infrastructure, or electric vehicle-ready charging infrastructure. Find guidance in the Great Plains
Institute’s “Becoming Electric Vehicle Ready” guideline document.
Item 18. Transit (Scott Thompson,612-349-7774)
The EAW states that “transit, pedestrian, and bicycle travel are negligible in the vicinity of the
project” and does not identify transit infrastructure or level of service near the proposed project
site. However, Routes 225, 264, and 801 are located within walking distance (0.5 miles) from
the site. Route 225 has bus stops directly south of the project site along either side of County
Road C. Route 264 could also potentially provide a connection from the Rosedale Transit
Center to the project site. Councilstaff recommends that the applicants consider the impacts of
the proposed development on transit infrastructure and service, and work with Metro Transit
staff to connect the development with existing transit opportunities.
Page -2|May 6, 2020|METROPOLITAN COUNCIL
Item 20. Other Potential Environmental Effects(Cameran Bailey, 651-602-1212)
Urban Heat Island Effect –The proposed development maintains the existing urban heat
island (UHI) effect, which increases the demand on the electrical grid to meet cooling load
requirements, increases the cost of living due to higher cooling load demands, exacerbates
the impacts of heat waves, and increases the vulnerability of the humans most at risk to
such heat events-those 65 and older (MN Dept. of Health “MN Climate Change
Vulnerability Assessment”, page 20). Decreasing the site’s impervious surface footprint by 2
acres is commendable, but marginal relative to 13.53acres which will continue to be
impervious.
o The project proposer should consider mitigation of UHI effects by installing green roofs,
cool roofs, planting and maintaining trees, incorporating trees into site design, and
constructing cool, reflective, and permeable pavements (Metropolitan Council, “Keeping
Our Cool: Extreme Heat in the Twin Cities Region”). Such measures would also be in
line with a resilience goal in Roseville’s 2040 Comprehensive Plan: “Take action to
equitably reduce climaterelated risks to City residents.”
GHG Mitigation –The proposed development will maintain a large electrical and natural gas
density of consumption, which will continue to drive greenhouse gas emissions, which drive
climate change, and the negative environmental impacts that come with it.
o The project proposershould consider the integration of green roofs and trees into the
site design as they increase energy efficiency, decrease operating and living costs, and
decrease the consumption of electricity and natural gas on site.
o The project proposer should consider the integration of solar photovoltaic (PV) systems
into the rooftop design and utility of the proposed development, as well as into the
surface parking lot design. Approximately 5 acres of surface parking can accommodate
the development of 5 megawatts ofsolar electricity production. Five megawatts of
annual electricity production would meet the annual electricity needs of the 565
proposed units more than twice over. Such implementation would be in line with two
resilience goals in Roseville’s 2040 Comprehensive Plan: “Examine opportunities to
allow and encourage solar installations within public and private parking lots.”; “Strive to
produce enough solar electricity within City boundaries to meet 10 percent of citywide
electricity use by 2030, which aligns with Minnesota’s solar energy goal (M.S.
216B.1962).”
Forecasts(Todd Graham, 651-602-1322)
The EAW describes a redevelopment with seven commercial buildings (totaling 550,000 square
feet of floorspace) and three residential complexes (505 housing units).
The site is in TAZ #1859. The City’s TAZ allocation, submitted with its 2040 Comprehensive
Plan, expects growth of 147 households, 390 population, and 700 jobs during 2020-2040.
Should this development proceed, the TAZ #1859 allocation for 2030 and 2040 must be
increased. Council staff recommend adding 350 households and 550 population on top of the
current allocation. The increase can be offset with reductions in zones elsewhere in Roseville. A
forecast change to the City total is not necessary at this time.
The TAZ table can be revised through correspondence with Council staff, separate from a
formal review process.
Page -3|May 6, 2020|METROPOLITAN COUNCIL
This concludes the Council’s review of the EAW. The Council will not take formal action on the EAW. If
you have any questions or need further information, please contact Eric Wojchik,Principal Reviewer, at
651-602-1330.
Sincerely,
Angela R. Torres,AICP,Manager
Local Planning Assistance
CC:Tod Sherman, Development Reviews Coordinator, MnDOT -Metro Division
Peter Lindstrom,Metropolitan Council District 10
Eric Wojchik,Sector Representative/Principal Reviewer
Raya Esmaeili, Reviews Coordinator
N:\\CommDev\\LPA\\Communities\\Roseville\\Letters\\Roseville 2020 Twin Lakes Station EAW Ok-Comments 22439-1.docx
Page -4|May 6, 2020|METROPOLITAN COUNCIL
May 4, 2020
Thomas Paschke
City Planner
City of Roseville
2660 Civic Center Drive
Roseville, MN 55113
Re: Twin Lakes Station Environmental Assessment Worksheet
Dear Thomas Paschke:
Thank you for the opportunity to review and comment on the Environmental Assessment Worksheet
(EAW) for Twin Lakes Station project (Project) in the city of Roseville, Ramsey County, Minnesota. The
Project consists of a mixed-use redevelopment. Regarding matters for which the Minnesota Pollution
Control Agency (MPCA) has regulatory responsibility or other interests, the MPCA staff has the following
comments for your consideration.
Water Resources (Item 11)
Wastewater
Design wastewater flow calculations should be included for average daily flow and peak flow. The
total number of each development type and the design flow per unit should be itemized. A table,
similar to Table 9 for traffic volume, should be included showing number of units, average flow, and
peak flow per unit.
A map showing the connection to the city sewer and the sewer route to the wastewater treatment
plant would be useful.
A brief discussion of the Metropolitan Council Environmental Services (MCES) wastewater treatment
plant, where the flow will ultimately be treated, should be included. Currently the EAW only
mentions that the wastewater will be treated at one of the nine MCES facilities. Questions on the
wastewater should be directed to Dave Sahli at 651-757-2687 or David.Sahli@state.mn.us.
Stormwater
It is strongly advised that the redevelopment consider improving existing stormwater conditions by
incorporating green infrastructure practices that will help the development resist the impacts from
increasing rainfall in Minnesota and protect the water quality of the downstream receiving waters.
Examples include maximizing green space and planting trees, creating bioinfiltration areas, constructing
narrower streets and sidewalks to reduce impervious surfaces, creating infiltration trenches in parking
lots or tree boxes, using pervious pavements and reusing stormwater during dry spells. Additional
information on these practices can be found in Minnesota’s Stormwater Manual. Please direct questions
regarding construction stormwater to Roberta Getman at 507-206-2629 or
Roberta.Getman@state.mn.us.
Contamination/Hazardous materials/Wastes (Item 12)
It appears that the Phase I and Phase II Environmental Site Assessments were conducted only on the
northern portion of the Project site. Therefore, it is not clear if there is the potential for
contamination on the southern portion of the site, or if the Response Action Plan/Construction
Contingency Plan will be implemented on the southern portion of the Project Site. Please clarify.
Thomas Paschke
Page 2
May 4, 2020
Please note that demolition activities must comply with state and federal regulations that require
inspection of the structure for hazardous materials such as asbestos, lead based paint, light ballasts,
thermostats, stored chemicals, ozone depleting chemicals, etc. All regulated facilities must have a
thorough asbestos inspection conducted by a Minnesota Department of Health certified asbestos
inspector for the presence of asbestos containing material (ACM). Asbestos containing material is
either friable or non-friable. All friable or ACM that will become friable during demolition, is
considered regulated asbestos-containing materials (RACM). RACM must be abated prior to
demolition activities. If abatement of 160 square feet, 260 linear feet, or 35 cubic feet of RACM is
required, a licensed abatement contractor must be hired. For all demolitions, a “Notification of
Intent to Perform a Demolition” must be submitted to the MPCA 10 working days prior to the start
of demolition. Any lead based paint chips present on the ground following demolition must be
removed and properly disposed of off-site at the appropriate disposal facility. A fact sheet regarding
lead paint disposal is available on the MPCA website at:
https://www.pca.state.mn.us/sites/default/files/w-hw4-23.pdf. The Project proposer should also
consider recycling as much of the building materials as possible to reduce the volume of material
disposed of in the landfill. If you have any questions regarding demolition issues or asbestos and
lead paint abatement, please contact Colin Boysen at 507-206-2644 or Colin.Boysen@state.mn.us.
We appreciate the opportunity to review this Project. Please provide your specific responses to our
comments and notice of decision on the need for an Environmental Impact Statement. Please be aware
that this letter does not constitute approval by the MPCA of any or all elements of the Project for the
purpose of pending or future permit action(s) by the MPCA. Ultimately, it is the responsibility of the
Project proposer to secure any required permits and to comply with any requisite permit conditions. If
you have any questions concerning our review of this EAW, please contact me by email at
Karen.kromar@state.mn.us or by telephone at 651-757-2508.
Sincerely,
Karen Kromar
Karen Kromar
Project Manager
Environmental Review Unit
Resource Management and Assistance Division
KK:bt
cc: Dan Card, MPCA, St. Paul
David Sahli, MPCA, St. Paul
Roberta Getman, MPCA, Rochester
Colin Boysen, MPCA, Rochester
APPENDIX B
TwinLakesStationSanitarySewerCalculations
CommercialPortionofProject:
AverageDailyFlow=12,480GPD
BasedonMetCouncilSACDeterminationSpreadsheet
MCESHourlyPeakingFactor=4.0
PeakHourlyFlowforCommercial=34.7GPM
ResidentialPortionofProject:
AverageDailyFlow=131,520GPD
BasedonMetCouncilSACDeterminationSpreadsheet
RosevilleΑFamily:
UnitTypeDFUsQtyofUnitsTotalDFUs
1Bath1043430
2Bath161852960
TotalDFUsforlivingunits:3390
Basedon2DFUs=1GPM
TotalPEAKGPMwaste=1,695GPM
RosevilleΑSenior:
UnitTypeDFUsQtyofUnitsTotalDFUs
1Bath101301300
2Bath161472352
TotalDFUsforlivingunits:3652
Basedon2DFUs=1GPM
TotalPEAKGPMwaste=1,826GPM
TotalPEAKGPMwasteresidential=3,521GPM
APPENDIX C
Unit of GovernmentType of ApplicationStatus
State
Minnesota Department of Health Watermain Permit To be applied for
Minnesota Department of Labor and
Plumbing Plan Review To be applied for
Industry
To be applied for, if
Response Action Plan
needed
NPDES Permit To be applied for
Minnesota Pollution Control Agency
To applied for, if
Sanitary Sewer Extension
needed
Notification of Intent to Perform
To be applied for
Demolition
To be applied for, if
Storage Tank Registration
needed
Minnesota Department of Natural To be applied for, if
Water Appropriations Permit
Resourcesneeded
Regional
Metropolitan CouncilSpecial Discharge PermitTo be applied for
Ramsey CountyRight-of-Way PermitTo be applied for
Rice Creek Watershed District RCWD Permit To be applied for
Local
Preliminary/Final Plat To be applied for
Building PermitTo be applied for
Erosion Control, Grading, and
To be applied for
Stormwater Permit
City of Roseville
Demolition Permit To be applied for
Right-of-Way PermitTo be applied for
Conditional Use PermitTo be applied for
Landscape Variance To be applied for
Attachment C
Twin Lakes Station
Environmental Assessment Worksheet
Prepared For:
Prepared By:
March 2020
Table of Contents
1.Project Title ................................................................................................................................................. 1
2.Proposer ...................................................................................................................................................... 1
3.RGU..............................................................................................................................................................2
4.Reason for EAW Preparation..................................................................................................................2
5.Project Location ........................................................................................................................................ 2
6.Project Description.................................................................................................................................... 2
7.Cover Types...............................................................................................................................................4
8.Permits and Approvals Required...........................................................................................................4
9.Land Use ..................................................................................................................................................... 5
10. Geology, Soils, and Topography/Land Forms ................................................................................. 8
11. Water Resources ................................................................................................................................... 9
12. Contamination/Hazardous Materials/Wastes ............................................................................... 12
13. Fish, Wildlife, Plant Communities, and Sensitive Ecological Resources (Rare Features)....... 14
14. Historic Properties ................................................................................................................................ 16
15. Visual ..................................................................................................................................................... 16
16. Air ........................................................................................................................................................... 17
17. Noise ...................................................................................................................................................... 18
18. Transportation ...................................................................................................................................... 19
19. Cumulative Potential Effects............................................................................................................ 21
20. Other Potential Environmental Effects ............................................................................................ 22
RGU Certification ............................................................................................................................................. 23
List of Tables
Table 1: Project Magnitude ............................................................................................................................. 3
Table 2: Cover Types......................................................................................................................................... 4
Table 3: Permits and Approvals Required .................................................................................................... 4
Table 4: Zoning ................................................................................................................................................... 7
Table 5: Soil Types Within Project Limits ......................................................................................................... 8
Table 6: Wells Within the Project Site ........................................................................................................... 10
Table 7: State-Listed Species Within 1-Mile of Project Limits .................................................................... 15
Table 8: Current Annual Average Daily Traffic (vehicles per day) ........................................................ 18
Table 9: Proposed Site Trip Generation ....................................................................................................... 20
Twin Lakes Station i March 2020
List of Figures
Figure 1: County Map ..................................................................................................................................... 25
Figure 2: USGS Map.........................................................................................................................................26
Figure 3: Existing Site Conditions ................................................................................................................... 27
List of Attachments
Attachment A: Site Plan
Attachment B: SHPO Database Review
Attachment C: Traffic Impact Analysis
Attachment D: Pedestrian Connections
Attachment E: Parking Study
Twin Lakes Station ii March 2020
July 2013 Version
EnvironmentalAssessment Worksheet
This Environmental Assessment Worksheet (EAW) form and EAW Guidelines are available at the
Environmental Quality Board’s website at:
http://www.eqb.state.mn.us/EnvRevGuidanceDocuments.htm. The EAW form provides
information about a project that may have the potential for significant environmental effects.
The EAW Guidelines provide additional detail and resources for completing the EAW form.
Cumulative potential effects can either be addressed under each applicable EAW Item, or can
be addressed collectively under EAW Item 19.
Note to reviewers: Comments must be submitted to the RGU during the 30-day comment period
following notice of the EAW in the EQB Monitor. Comments should address the accuracy and
completeness of information, potential impacts that warrant further investigation, and the need
for an EIS.
1.Project Title
Twin Lakes Station
2.Proposer
Proposer: Roseville Investment Partners, LLC
Contact Person: Daniel Regan
Title: Principal
Address: 800 Lasalle Ave, Suite 1610
City, State, ZIP: Minneapolis, MN 55402
Phone: 612-564-4070
Email: dregan@launchproperties.com
Proposer: Dominium
Contact Person: Ryan J. Lunderby
Title: Vice President and Project Partner
Address: 2905 Northwest Boulevard, Suite 150
City, State, ZIP: Plymouth, MN 55441
Phone: 763-354-5634
Email: RLunderby@Dominiuminc.com
Twin Lakes Station 1 March 2020
3.RGU
RGU: City of Roseville
Contact Person: Thomas Paschke
Title: City Planner
Address: 2660 Civic Center Drive
City, State, ZIP: Roseville, MN 55113
Phone: 651-792-7074
Email: Thomas.Paschke@cityofroseville.com
4.Reason for EAW Preparation
Check one:
Required: Discretionary:
EIS Scoping Citizen petition
Mandatory EAW RGU discretion
Proposer initiated
If EAW or EIS is mandatory, give EQB rule category subpart number(s) and name(s):
Minnesota Rules, part 4410.4300, subpart 19, (Residential Units), and 32 (Mixed residential and
industrial-commercial projects)
5.Project Location
County: Ramsey
City/Township: Roseville
PLS Location (¼, ¼, Section, Township, Range): Section 4 of Township 29N, Range 23W
Watershed (81 major watershed scale): Major Watershed 20: Mississippi River
GPS Coordinates: 45°01'21.5"N 93°10'23.5"W
Tax Parcel Number: 042923430005, 042923430013, 042923430014
At a minimum, attach each of the following to the EAW:
See Figure 1 for County map showing the general location of the project.
See Figure 2 for the US Geological Survey 7.5 minute, 1:24,000 scale map indicating
project boundaries.
See Figure 3 for the pre-construction site map and Attachment A for the post-
construction site plan.
6.Project Description
a. Provide the brief project summary to be published in the EQB Monitor (approximately 50
words).
Roseville Investment Partners, LLC is proposing to redevelop a 21.43-acre site adjacent to
Herschel Street and County Road C in Roseville, Ramsey County, Minnesota. The existing
land use is industrial. The proposed development will be mixed use with commercial
(retail) and residential uses. The proposed development is consistent with the City of
Roseville’s 2040 Future Land Use, in which is zoned for community mixed-use.
Twin Lakes Station 2 March 2020
b. Give a complete description of the proposed project and related new construction,
including infrastructure needs. If the project is an expansion, include a description of the
existing facility. Emphasize 1) construction and operation methods and features that will
cause physical manipulation of the environment or will produce wastes; 2) modifications
to existing equipment or industrial processes; 3) significant demolition, removal, or
remodeling of existing structures; and 4) timing and duration of construction activities.
A mixed-use redevelopment is proposed on a 21.43-acre lot north of County Road C and
adjacent to Herschel Street in Roseville, Minnesota (see Figure 1 for project location). The
site is zoned CMU-4 (community mixed-use), which is a high-density mixed-use
designation that is compatible with the proposed residential and commercial
development. The project is anticipated to include three residential complexes (one
senior and two multifamily residential buildings) and seven commercial buildings. The
senior living complex includes a five-story, 277-unit building with rooms ranging from one
to three bedrooms. In addition, 294 parking stalls will be provided. Of the required
parking spaces, 139 stalls will be surface parking and 155 will be garage parking. The
multi-family residential complex includes two four-story buildings with a total of 228 units,
with rooms ranging from one to three bedrooms, a clubhouse, screen house, and an
outdoor pool. In addition, 397 parking stalls will be provided. Of the required parking
spaces, 185 will be surface parking and 212 will be garage parking. The seven
commercial buildings include a total of 55,000 square feet (SF) and 325 surface parking
stalls. The project will also include green space, stormwater management facilities and
associated infrastructure.
Vehicular access to the development will be from County Road C onto Herschel Street.
A signal is proposed at the Herschel Street/County Road C intersection. A right-in/right-
out is proposed along Country Road C to provide an additional access point to the site.
Construction is anticipated to begin in May 2020 and will last up to two construction
seasons.
c. Project magnitude
Table 1: Project Magnitude
Measure Magnitude
Total Project Acreage21.43acres
Linear Project LengthN/A
Senior Units: 277
Number and Type of Residential Units
Family Units: 228
Commercial Building Area (square feet) 55,000
Industrial Building Area (square feet)0
Institutional Building Area (square feet)0
Other Uses –specify (square feet) N/A
Senior Apartments: 65 Feet Maximum
Structure Height(s)
Family Apartments: 50 Feet Maximum
d. Explain the project purpose. If the project will be carried out by a governmental unit,
explain the need for the project and identify its beneficiaries.
Twin Lakes Station 3 March 2020
The purpose of this project is to redevelop three existing industrial parcels into a mixed-
use residential and commercial development.
e. Are future stages of this development, including development on any other property,
planned or likely to happen? Yes No
If yes, briefly describe future stages, relationship to present project, timeline, and plans
for environmental review.
Not applicable.
f. Is this project a subsequent stage of an earlier project? Yes No
If yes, briefly describe the past development, timeline, and past environmental review.
Not applicable.
7.Cover Types
Estimate the acreage of the site with each of the following cover types before and after
development.
Table 2: Cover Types
Cover Type Before (Acres) After (Acres)
Wetlands 0.00.0
Deep Water/Streams0.00.0
Wooded/Forest 0.00.0
Brush/Grassland 1.77 0.0
Cropland0.00.0
Lawn/Landscaping 0.07.35
Impervious Surface19.6613.53
Stormwater Pond 0.00.55
Other (describe) 0.00.0
Total21.43 acres21.43acres
8.Permits and Approvals Required
List all known local, state, and federal permits, approvals, certifications, and financial
assistance for the project. Include modifications of any existing permits, governmental
review of plans, and all direct and indirect forms of public financial assistance including
bond guarantees, Tax Increment Financing, and infrastructure. All of these final decisions are
prohibited until all appropriate environmental review has been completed. See Minnesota
Rules Chapter 4410.3100.
Table 3: Permits and Approvals Required
Unit of Government Type of Application Status
State
Minnesota Department of
Watermain Permit To be applied for
Health
Minnesota Department of
Plumbing Plan Review To be applied for
Labor and Industry
Twin Lakes Station 4 March 2020
Unit of Government Type of Application Status
Response Action PlanTo be applied for
Minnesota Pollution Control
NPDES PermitTo be applied for
Agency
Storage Tank RegistrationTo be applied for
Regional
Metropolitan CouncilSpecial Discharge Permit To be applied for
Ramsey CountyRight-of-Way PermitTo be appliedfor
Rice Creek Watershed District
RCWD Permit To be applied for
(RCWD)
Local
Preliminary/Final Plat To be applied for
Building PermitTo be applied for
Erosion Control Grading and
To be applied for
Stormwater Permit
City of Roseville
Demolition Permit To be applied for
Right-of-Way PermitTo be applied for
Conditional Use PermitTo be applied for
Landscape Variance To be applied for
9.Land Use
a. Describe:
i. Existing land use of the site as well as areas adjacent to and near the site,
including parks, trails, and prime or unique farmlands.
Existing Land Use
The site is currently a paved and gravel surface lot with four industrial buildings.
County Road C is located south of the site and Herschel Street runs through the
project site, dividing it in half. The existing land use on the site is industrial. The land
use adjacent and nearby is mainly mixed use, community business, low-density
1
residential, office/business park, and public/institutional.
Parkland and Trails
There are no parklands or trails within the project limits; however, Rosebrook Park
is 0.2 miles to the east and Oasis Park is 0.2 miles to the north of the site.
Prime and Unique Farmlands
There are no prime or unique farmlands within the project site as it is located
within an urban area.
ii. Planned land use as identified in comprehensive plans (if available) and any
other applicable plan for land use, water, or resource management by a local,
regional, state, or federal agency.
1
City of Roseville Existing Land Use Map, January 2019. Available at
https://www.cityofroseville.com/DocumentCenter/View/199/Zoning-Map?bidId=
Twin Lakes Station 5 March 2020
2
According to the draft City of Roseville 2040 Future Land Use Map, the planned
land use for the site is community mixed-use and is also identified as a
development-redevelopment, which are areas identified by the city for
development, redevelopment, re-use, intensification, infill, or improvement by
2040.
3
Thrive MSP 2040 is the Metropolitan Council’s future vision for the regionand
includes policy plans on transportation, housing, water resources, and regional
parks. Thrive MSP 2040 identifies the City of Roseville as an urban community,
which is a transition city between the urban core and suburban communities.
Urban communities are expected to plan for forecasted population growth at a
higher density of at least 10 units per acre for redevelopment. In addition, urban
communities are expected to target intensive redevelopment areas near
regional transit investments, in order to ease the transition into more auto-
dependent suburban communities.
iii. Zoning, including special districts or overlays such as shoreland, floodplain, wild
and scenic rivers, critical area, agricultural preserves, etc.
Current Zoning
4
The existing zoning of the site is CMU-4. The City of Roseville defines the CMU-4
District as follows: “Community Mixed-Use Districts are designed to encourage the
development or redevelopment of mixed-use centers that may include housing,
office, commercial, park, civic, institutional, and open spaces.” The CMU-4 District
allows the highest density of mixed-use development in the City of Roseville. The
2040 Plan guides the property as a “Development-Redevelopment Area”.
Overlay Districts
The project site is not located within a shoreland, floodplain, wild and scenic river,
critical area, or agricultural preserve.
b. Discuss the project’s compatibility with nearby land uses, zoning, and plans listed in Item
9a above, concentrating on implications for environmental effects.
The majority of the proposed project is compatible with the proposed land use
and zoning for the site; however, a few project elements, as seen in Table 4
require a conditional use permit to deviate from the standard code.
2
City of Roseville 2040 Future Land Use Map. Available at:
https://www.cityofroseville.com/DocumentCenter/View/27202/4-Land-Use
3
Thrive MSP 2040. Available at: https://metrocouncil.org/Planning/Publications-And-Resources/Thrive-MSP-
2040-Plan-(1)/ThriveMSP2040.aspx
4
Roseville Zoning Map, January 2019. Available at:
https://www.cityofroseville.com/DocumentCenter/View/199/Zoning-Map?bidId=
Twin Lakes Station 6 March 2020
Table 4: Zoning
ElementCurrent ZoningProposed
Senior Apartments
Total Units210 Max277
Minimum 24 and maximum of
36, greater than 36 is approved
Units/Acre56.10
by a conditional use permit
(CUP)
1 space per bedroom (Total:
Required Parking 1.014 unit (Total: 281)
453)
1 space first 10 units. 0.5 per
Visitor Parking 0.25 per unit (Total: 70)
each 10 units after (Total: 13)
Bike Parking10% of vehicular parking5% of unit count on site
Family Apartments
Total Units 266 Max 228
Required Parking 1 per bedroom (Total: 480) 1.68per unit (Total: 385)
1 space first 10 units. 0.5 per
Visitor Parking 0.25 per unit (Total: 57)
each 10 units after (Total:12)
10% of vehicular parking –site
Bike Parking 10% of vehicular parking
and garage parking locations
Parking
Parking requirements for Community Mixed-Use (CMU) districts are established in
5
Section 1005.07, subpart B3c of the Zoning Code. It states that minimum off-street
parking requirements for uses within the CMU district is reduced by up to 75% of
the parking requirements in Chapter 1019.
There will be 294 parking spaces for the senior apartments, 397 parking spaces for
the family apartments, and 325 parking spaces for the commercial development.
It is anticipated visitor parking will be shared between the residential and
commercial portions of the project for a total of 1,016 parking spaces. A parking
study was completed for the proposed project and demonstrates that the
parking provided between the two developments will meet city requirements.
The parking study is included in Attachment E.
c. Identify measures incorporated into the proposed project to mitigate any potential
incompatibility as discussed in Item 9b above.
5
Roseville City Code. Available at:
https://www.cityofroseville.com/DocumentCenter/View/28557/190806_City-Code_no-906
Twin Lakes Station 7 March 2020
The proposed development generally meets all land use and zoning requirements as
outlined above. For the items listed in Table 4 that exceed the city’s code, the proposer
will seek a conditional use permit (CUP).
10. Geology, Soils, and Topography/Land Forms
a. Geology – Describe the geology underlying the project area and identify and map any
susceptible geologic features such as sinkholes, shallow limestone formations,
unconfined/shallow aquifers, or karst conditions. Discuss any limitations of these features
for the project and any effects the project could have on these features. Identify any
project designs or mitigation measures to address effects to geologic features.
According to the Phase I Environmental Site Assessment (ESA) conducted for the site
(Braun Intertec, September 2014) bedrock geology on the project site consists of Middle
Ordovician, Decorah. The Decorah Shale is a green, calcareous shale with thin limestone
interbeds.
The surficial geology consists of Pleistocene-age Grantsburg sublobe till deposits, which
are typically loam-textured till, ranging from loamy sand to clay. They can be oxidizing
gray to yellow-brown in color and are commonly banded with reddish-brown Superior
lobe till or sand.
There are no known sinkholes, shallow limestone formations, unconfined/shallow aquifers,
or karst features present within or near project limits.
b. Soils and Topography – Describe the soils on the site, giving NRCS (SCS) classifications
and descriptions, including limitations of soils. Describe topography, any special site
conditions relating to erosion potential, soil stability, or other soil limitations, such as steep
slopes or highly permeable soils. Provide estimated volume and acreage of soil
excavation and/or grading. Discuss impacts from project activities (distinguish between
construction and operational activities) related to soils and topography. Identify
measures during and after project construction to address soil limitations including
stabilization, soil corrections, or other measures. Erosion/sedimentation control related to
stormwater runoff should be addressed in response to Item 11.b.ii.
6
According to the Natural Resources Conservation Service (NRCS) Web Soil Survey, there
is one soil type within the site—urban land. Due to the location of the site and the
classification of the soil, the soil type is not rated for an erosion hazard rating, meaning
that erosion is unlikely under ordinary climatic conditions.
Table 5: Soil Types Within Project Limits
Erosion Hazard Percent of Project
Map Unit Symbol Map Unit Name
Rating Limits
1039 Urban LandNot Rated100
6
Available at https://websoilsurvey.sc.egov.usda.gov/App/HomePage.htm
Twin Lakes Station 8 March 2020
The topography varies from 914 to 930 feet in elevation across the site. The steepest
slopes are about 1:3 and are located on the outer north and east edges of the property.
Temporary stabilization measures such as erosion control blankets will be used on
disturbed steep slopes to prevent erosion and sedimentation of the adjacent ditches
during construction. Vegetation establishment will be used to permanently stabilize and
disturbed side slopes.
The south side of the site will be close to balancing earthwork, while the north side of the
site will require between 50,000-100,000 cubic yards of excavation due to underground
parking. The cut soil may be used for ditch improvements to the west and north of the
site.
Note: For silica sand projects, the EAW must include a hydrogeologic investigation assessing
the potential groundwater and surface water effects and geologic conditions that could
create an increased risk of potentially significant effects on groundwater and surface water.
Descriptions of water resources and potential effects from the project in EAW Item 11 must be
consistent with the geology, soils, and topography/land forms and potential effects
described in EAW Item 10.
11. Water Resources
a. Describe surface water and groundwater features on or near the site below.
i. Surface Water – lakes, streams, wetlands, intermittent channels, and
county/judicial ditches. Include any special designations such as public waters,
trout stream/lake, wildlife lakes, migratory waterfowl feeding/resting lake, and
outstanding resource value water. Include water quality impairments or special
designations listed on the current MPCA 303d Impaired Waters List that are within
one mile of the project. Include DNR Public Waters Inventory number(s), if any.
No surface water resources (wetlands, lakes, streams, etc.) are located within the
project site. A ditch is located along the northern and eastern edges of the
project site. Within one mile of the site there are 12 DNR public water wetlands,
two DNR public water basins, and one DNR public water watercourse. There are
no impaired waters within one mile of the project.
ii. Groundwater – aquifers, springs, and seeps. Include 1) depth to groundwater; 2) if
project is within an MDH well protection area; and 3) identification of any onsite
and/or nearby wells, including unique numbers and well logs, if available. If there
are no wells known on site or nearby, explain the methodology used to determine
this.
The project is not within a wellhead protection area or drinking water supply
management area.
According to the Phase I ESA, two monitoring wells are located within the project
site (see Table 6). If any additional wells are encountered during construction,
they will be capped and sealed according to the Minnesota Department of
Health regulations.
The depth to groundwater in this area is approximately 25 to 30 feet.
Twin Lakes Station 9 March 2020
Table 6: Wells Within the Project Site
Unique Well IDStatusUse
702842ActiveMonitoring Well
702743SealedMonitoring Well
b. Describe effects from project activities on water resources and measures to minimize or
mitigate the effects below.
i. Wastewater – For each of the following, describe the sources, quantities, and
composition of all sanitary, municipal/domestic, and industrial wastewaters
projected or treated at the site.
1) If the wastewater discharge is to a publicly owned treatment facility, identify
any pretreatment measures and the ability of the facility to handle the added
water and waste loadings, including any effects on, or required expansion of,
municipal wastewater infrastructure.
Based on the Metropolitan Council’s Sewer Available Charge determination
standards for buildings with the proposed uses (see site plan in Attachment
A), wastewater flows are projected to be approximately 12,480 gallons per
day (GPD) for the southern, mixed-use part of the site and approximately
131,520 GPD for northern, residential part of the project site. Wastewater is
expected to be equivalent to domestic strength wastewater. In the event a
specific user would have wastewater stronger than domestic strength
wastewater, a pretreatment facility would be required to be installed.
The sanitary sewer service will be provided by the City of Roseville. The existing
system currently has the capacity to handle the amount of wastewater
generated by this type of development based on coordination and
discussions with the Public Works Department. It is connected to one of
Metropolitan Council’s nine Metropolitan Wastewater Treatment Plants. A
sewer line will be stubbed off of the existing sanitary main in County Road C
and will be extended into the property. The proposed buildings will be
connected to this main line. Manholes will be provided every 200 feet to
provide access to the main line on the site for serviceability and monitoring.
All sanitary sewers area located outside the MDH required setbacks from a
well. All onsite wells will be properly sealed per the MDH code prior to
construction of the proposed development.
2) If the wastewater discharge is to a subsurface sewage treatment system
(SSTS), describe the system used, the design flow, and suitability of site
conditions for such a system.
Not applicable.
3) If the wastewater discharge is to surface water, identify the wastewater
treatment methods, discharge points, and proposed effluent limitations to
Twin Lakes Station 10 March 2020
mitigation impacts. Discuss any effects to surface or groundwater from
wastewater discharges.
Not applicable.
ii. Stormwater – Describe the quantity and quality of stormwater runoff at the site
prior to and post construction. Include the routes and receiving water bodies for
runoff from the site (major downstream water bodies as well as the immediate
receiving waters). Discuss any environmental effects from stormwater discharges.
Describe stormwater pollution prevention plans including temporary and
permanent runoff controls and potential BMP site locations to manage or treat
stormwater runoff. Identify specific erosion control, sedimentation control, or
stabilization measures to address soil limitations during and after project
construction.
The site will utilize multiple infiltration ponds to treat stormwater, as well as
underground treatment systems below the proposed parking areas. The final
design and size will be determined during the schematic design phase.
Ultimately, the ponds and detention systems will outlet the treated stormwater to
the adjacent drainage channel to the west and north of the site, which drains
into the regional pond near Oasis Park to the north of the site. It will be designed
to meet the Rice Creek Watershed District requirements for rate control and
water quality.
A stormwater pollution prevention plan (SWPPP) will be developed in
accordance with the NPDES permit administered by the MPCA, the City of
Roseville, and Rice Creek Watershed District. The SWPPP will cover temporary
measures to prevent pollution during construction. Silt-fence, bio-rolls, and fabric
covers for existing catch basins will be used to provide erosion and sediment
control during construction and site disturbance.
iii. Water Appropriation– Describe if the project proposes to appropriate surface or
groundwater (including dewatering). Describe the source, quantity, duration, use,
and purpose of the water use and if a DNR water appropriation permit is required.
Describe any well abandonment. If connecting to an existing municipal water
supply, identify the wells to be used as a water source and any effects on, or
required expansion of, municipal water infrastructure. Discuss environmental
effects from water appropriation, including an assessment of the water resources
available for appropriation. Identify any measures to avoid, minimize, or mitigate
environmental effects from the water appropriation.
Water appropriation is not anticipated for the project; however, if dewatering is
required for construction, a permit will be obtained from the Minnesota
Department of Natural Resources (DNR). The proposed project will abandon two
Minnesota County Well Index (MCWI) monitoring wells, which was identified by
the geotechnical engineer during site reconnaissance. These wells will be
properly sealed and grouted according to the current well sealing guidance prior
to redevelopment of the site, and the appropriate permits will be obtained from
MDH.
Twin Lakes Station 11 March 2020
iv. Surface Waters
1) Wetlands – Describe any anticipated physical effects or alterations to wetland
features, such as draining, filling, permanent inundation, dredging, and
vegetative removal. Discuss direct and indirect environmental effects from
physical modification of wetlands, including the anticipated effects that any
proposed wetland alterations may have to the host watershed. Identify
measures to avoid (e.g., available alternatives that were considered),
minimize, or mitigate environmental effects to wetlands. Discuss whether any
required compensatory wetland mitigation for unavoidable wetland impacts
will occur in the same minor or major watershed, and identify those probable
locations.
No wetland features or surface waters were identified within the project site;
therefore, no impacts are anticipated.
2) Other surface waters – Describe any anticipated physical effects or alterations
to surface water features (lakes, streams, ponds, intermittent channels,
county/judicial ditches) such as draining, filling, permanent inundation,
dredging, diking, stream diversion, impoundment, aquatic plant removal, and
riparian alteration. Discuss direct and indirect environmental effects from
physical modification of water features. Identify measures to avoid, minimize,
or mitigate environmental effects to surface water features, including in-water
Best Management Practices that are proposed to avoid or minimize
turbidity/sedimentation while physically altering the water features. Discuss
how the project will change the number or type of watercraft on any water
body, including current and projected watercraft usage.
No impacts to surface water features are anticipated.
12. Contamination/Hazardous Materials/Wastes
a.Pre-project Site Conditions –Describe existing contamination or potential environmental
hazards on or in close proximity to the project site, such as soil or groundwater
contamination, abandoned dumps, closed landfills, existing or abandoned storage
tanks, and hazardous liquid or gas pipelines. Discuss any potential environmental effects
from pre-project site conditions that would be caused or exacerbated by project
construction and operation. Identify measures to avoid, minimize, or mitigate adverse
effects from existing contamination or potential environmental hazards. Include
development of a Contingency Plan or Response Action Plan.
A Phase I ESA was completed in 2014 followed by a Limited Phase II ESA in 2015 to
determine if any known contaminated properties or potential environmental hazards are
located on or near the project site. The Limited Phase II ESA found the following:
Two 10,000-gallon diesel Underground Storage Tanks (USTs)
Potential exterior site impacts related to historical automobile maintenance and
repair, or other industrial processes conducted at the site
Twin Lakes Station 12 March 2020
The unknown nature of potential fill soils at the site due to its higher elevation than
the surrounding properties
Potential soil vapor impacts associated with the adjacent UST and Leaking
Underground Storage Tank (LUST) facility (H & W Motor Express)
Based on the results of the Phase II ESA, no soil contamination was detected near the
current diesel USTs and pump island. Elevated soil vapor concentrations are generally
located on the southern part of the site; however, the source of the soil vapors—namely
tetrachloroethene (TCE)—are unknown. Petroleum impacts were detected in shallow fill
on the site with the highest concentration encountered on the southern part of the site
and may be related to the activities associated with the building’s service bay.
A Response Action Plan/Construction Contingency Plan (RAP/CCP) will be prepared and
approved by the MPCA that outlines procedures and requirements for soil remediation,
vapor intrusion mitigation (if warranted), and environmental monitoring during
redevelopment of the site.
Hazardous waste including contaminated soils due to past site usage will be removed by
a certified contractor per the construction contingency plan. Any contaminated soils will
be removed from the site and deposited in a state-permitted landfill.
b. Project Related Generation/Storage of Solid Wastes – Describe solid wastes
generated/stored during construction and/or operation of the project. Indicate method
of disposal. Discuss potential environmental effects from solid waste handling, storage,
and disposal. Identify measures to avoid, minimize, or mitigate adverse effects from the
generation/storage of solid waste including source reduction and recycling.
Demolition debris and earth materials would be generated during demolition of the
existing lot and buildings. Demolition debris is inert materials such as concrete, brick,
bituminous, glass, plastic, untreated wood, and rock. The solid wastes generated during
demolition would be recycled or disposed of at a state-permitted landfill.
Construction of the proposed development will generate constructed-related waste
materials such as wood, packaging, excess materials, and other wastes, which would
either be recycled or disposed of in the proper facilities in accordance with state
regulations and guidelines.
Hazardous waste products are not anticipated to be produced or stored within the
proposed development.
c. Project Related Use/Storage of Hazardous Materials – Describe chemicals/hazardous
materials used/stored during construction and/or operation of the project including
method of storage. Indicate the number, location, and size of any above or below
ground tanks to store petroleum or other materials. Discuss potential environmental
effects from accidental spills or releases of hazardous materials. Identify measures to
avoid, minimize, or mitigate adverse effects from the use/storage of
chemicals/hazardous materials including source reduction and recycling. Include
development of a spill prevention plan.
Twin Lakes Station 13 March 2020
Two 10,000-gallon diesel USTs are currently located within the project boundary. There
are no reported releases from the USTs and the potential for a significant release is low
due to the construction date and release detection measures. However, they are still
considered a recognized environmental condition (REC) due to the inherent potential for
release. A new fuel tank for an emergency generator is anticipated as part of the
proposed development.
Any hazardous waste materials used/stored during construction and/or operation of the
project will be disposed of in the manner specified by local or state regulation or by the
manufacturer. A spill prevention plan will be developed, and proper spill prevention
controls will be in place for any vehicle refueling or maintenance that occurs on site
during construction.
d. Project Related Generation/Storage of Hazardous Wastes – Describe hazardous wastes
generated/stored during construction and/or operation of the project. Indicate method
of disposal. Discuss potential environmental effects from hazardous waste handling,
storage, and disposal. Identify measures to avoid, minimize, or mitigate adverse effects
from the generation/storage of hazardous wastes including source reduction and
recycling.
Removal of the existing lot and buildings will not generate new hazardous waste beyond
what is currently known to be located on the site. It is not anticipated for the buildings to
contain any regulated waste (asbestos, lead paint, etc.) or for there to be unregulated
fill that has been previously placed on site. If either is encountered, an Abatement Plan
would be prepared by the contractor to address removal and proper disposal of any
regulated materials. The plan would be reviewed by the MPCA prior to demolition.
Following abatement and demolition activities, a comprehensive Abatement Closeout
Report would be prepared, which would document the removal, management, and
disposal of the regulated materials. This report would be submitted to the MPCA for final
closeout.
Regulated material and/or waste will be managed in accordance with state
requirements. No known toxic or hazardous wastes are anticipated to be generated on
the site. Toxic or hazardous waste to be stored on the site during construction will include
fuel and oil necessary to operate heavy construction equipment and during operations
may include commercial cleaning supplies.
13. Fish, Wildlife, Plant Communities, and Sensitive Ecological Resources (Rare
Features)
a. Describe fish and wildlife resources as well as habitats and vegetation on or near the site.
The existing site is mostly impervious surfaces with no fish and wildlife resources or habitats
on or near the project site. The project lies entirely within a low potential zone for the rusty
7
patched bumble bee and within one mile of a high potential zone.
7
Rusty Patched Bumble Bee Map. Available at
https://www.fws.gov/midwest/endangered/insects/rpbb/rpbbmap.html
Twin Lakes Station 14 March 2020
The northern long-eared bat roosts underneath bark, in cavities, or in crevices of both live
and dead trees. Hibernaculum is present in Ramsey County; however, the project limits
are not located within a township containing any documented northern long-eared bat
8
maternity roost trees or hibernacula entrances.
There are no lakes, natural streams, wetlands, or regionally significant ecological areas in
the project site.
b. Describe rare features such as state-listed (endangered, threatened, or special concern)
species, native plant communities, Minnesota County Biological Survey Sites of
Biodiversity Significance, and other sensitive ecological resources on or within close
proximity to the site. Provide the license agreement number (LA-965) and/or
correspondence number (ERDB) from which the data were obtained, and attach the
Natural Heritage letter from the DNR. Indicate if any additional habitat or species survey
work has been conducted within the site and describe results.
State-Listed Species
A review of the DNR Natural Heritage Inventory System database was conducted per
license agreement LA-965 for the area within approximately one mile of the project site.
The database includes the known occurrences of any state endangered, threatened, or
special concern species. The review identified two species that may be found near this
area (see Table 7).
Table 7: State-Listed Species Within 1-Mile of Project Limits
Last
Species Group Status Habitat
Observed
A caddisfly
Medium rivers and
Insect Threatened 2007
streams
(Oecetis ditissa)
A jumping spider
Upland prairie, non-
Special
Spider 1967 forested acid
(Paradamoetas
Concern
peatland, marsh
fontanus)
No sites of biodiversity significance exist within one mile of the proposed project site.
Federally-Listed Species
The rusty patched bumble bee is an endangered species that prefers grassland with
flowering plants from April through October, underground and abandoned rodent
cavities or clumps of grasses above ground as nesting sites, and undisturbed soil for
hibernating queens to overwinter. The project site is not located within the high potential
zone for the rusty patched bumble bee.
8
Townships Containing Documented Northern Long-Eared Bat Maternity Roost Trees and/or Hibernacula
Entrances in Minnesota. Available at
https://files.dnr.state.mn.us/eco/ereview/minnesota_nleb_township_list_and_map.pdf
Twin Lakes Station 15 March 2020
No known northern long-eared bat hibernacula or maternity roost trees are located in
the project area.
c. Discuss how the identified fish, wildlife, plant communities, rare features, and ecosystems
may be affected by the project. Include a discussion on introduction and spread of
invasive species from the project construction and operation. Separately discuss effects
to known threatened and endangered species.
No impacts to fish, wildlife, plant communities, rare features, or ecosystems are
anticipated.
Invasive species are plants and animals that are not native to an area and area
capable of causing harm. Certain measures can be taken to limit the likelihood of
introducing invasive species, such as securing local materials to avoid the long-range
movement of goods or washing vehicles prior to accessing the project site. Additionally,
landscape design would include native, non-invasive plants.
d. Identify measures that will be taken to avoid, minimize, or mitigate adverse effects to fish,
wildlife, plant communities, and sensitive ecological resources
No adverse effects to fish, wildlife, plan communities, or sensitive ecological resources
are anticipated as a result of redevelopment of this site.
14. Historic Properties
Describe any historic structures, archeological sites, and/or traditional cultural properties on
or in close proximity to the site. Include 1) historic designations; 2) known artifact areas; and
3) architectural features. Attach letter received from the State Historic Preservation Office
(SHPO). Discuss any anticipated effects to historic properties during project construction and
operation. Identify measures that will be taken to avoid, minimize, or mitigate adverse effects
to historic properties.
The Minnesota State Historic Preservation Office (SHPO) database was reviewed to
determine whether any known cultural resources have been previously identified within the
project area. The SHPO database response noted that no known resources have been
identified in the project area (see Attachment B).
It is not anticipated that archaeological sites will be uncovered during the construction of
this project. However, if cultural materials are encountered during the construction,
Unanticipated Discoveries protocols will be followed.
15. Visual
Describe any scenic views or vistas on or near the project site. Describe any project related
visual effects such as vapor plumes or glare from intense lights. Discuss the potential visual
effects from the project. Identify any measures to avoid, minimize, or mitigate visual effects.
The proposed development would include two four-story residential buildings, one five-story
residential building, and seven one-story commercial buildings. The residential buildings
would be taller than the surrounding buildings. There are no scenic views or vistas on or near
the project site. Views from County Road C and Herschel Street would be similar to those
Twin Lakes Station 16 March 2020
experienced currently. No project related vapor plumes or glare from intense lights are
anticipated. No visual impacts have been identified.
16.Air
a.Stationary Source Emissions–Describe the type, sources, quantities,and compositions of
any emissions from stationary sources such as boilers or exhaust stacks. Include any
hazardous air pollutants, criteria pollutants, and any greenhouse gases. Discuss effects to
air quality including any sensitive receptors, human health, or applicable regulatory
criteria. Include a discussion of any methods used to assess the project’s effect on air
quality and the results of that assessment. Identify pollution control equipment and other
measures that will be taken to avoid, minimize, or mitigate adverse effects from
stationary source emissions.
No stationary source air emissions are anticipated; therefore, no mitigation is required.
The heating and cooling systems for the development are still being designed. No
significant impacts are anticipated from the typical residential/commercial systems that
would provide heating and cooling for the proposed development.
b. Vehicle Emissions – Describe the effect of the project’s traffic generation on air emissions.
Discuss the project’s vehicle-related emissions effect on air quality. Identify measures
(e.g., traffic operational improvements, diesel idling minimization plan) that will be taken
to minimize or mitigate vehicle-related emissions.
Typical of most developments, the proposed project would generate air pollution as a
result of increased motor vehicle activity. Motor vehicles emit a variety of air pollutants
including carbon monoxide (CO), hydrocarbons, nitrogen oxides, and particulates. The
primary pollutant of concern is CO, which is a byproduct of the combustion process of
motor vehicles. CO concentrations are generally highest in the vicinity of signalized
intersections where vehicles are delayed and emitting CO. Generally, concentrations
approaching state air quality standards are found within about 100 feet of a roadway
source. Further from the road, the CO in the air is dispersed by the wind such that
concentrations rapidly decrease.
The Minnesota Department of Transportation (MnDOT) has developed a screening
method designed to identify intersections that will cause a CO impact above state
standards. MnDOT has demonstrated that even the 10 highest traffic volume
intersections in the Twin Cities do not experience CO impacts. Therefore, intersections
with traffic volumes lower than these 10 highest intersections will not cause a CO impact
above state standards. MnDOT’s screening method demonstrates that intersections with
total daily approaching traffic volumes below 82,300 vehicles per day will not have the
potential for causing CO air pollution problems. None of the intersections in the study
area exceed the criteria that would lead to a violation of the air quality standards. Table
8 below identifies the current AADT’s for the intersections surrounding the project site.
Twin Lakes Station 17 March 2020
Table 8: Current Annual Average Daily Traffic (vehicles per day)
Current Annual Average
RoadwayDailyTraffic(AADT)vehicles
per day (vpd)
Fairview Avenue (north of County Road C) 7,000 vpd
Fairview Avenue (south of County Road C)13,800 vpd
Snelling Avenue (north of County Road C)30,500 vpd
Snelling Avenue (south of County Road C) 36,000 vpd
County Road C18,000 vpd
c. Dust and Odors – Describe sources, characteristics, duration, quantities, and intensity of
dust and odors generated during project construction and operation. (Fugitive dust may
be discussed under Item 16a). Discuss the effect of dust and odors in the vicinity of the
project including nearby sensitive receptors and quality of life. Identify measures that will
be taken to minimize or mitigate the effects of dust and odors.
The construction and occupancy of the proposed project is not expected to generate
objectionable odors.
During construction, contractors will follow best management practices to reduce dust
emissions. Once occupied, the project is not expected to generate fugitive dust
emissions.
17. Noise
Describe sources, characteristics, duration, quantities, and intensity of noise generated
during project construction and operation. Discuss the effect of noise in the vicinity of the
project including 1) existing noise levels/sources in the area; 2) nearby sensitive receptors; 3)
conformance to state noise standards; and 4) quality of life. Identify measures that will be
taken to minimize or mitigate the effects of noise.
Existing Noise
The project site is located in an urban area surrounded by city and county roads that
generate noise typical to those uses. County Road C is the primary existing noise source in
the project area. County Road C is exempt from state standards, as described in Minnesota
Statutes, section 116.07, subdivision 2a.
Construction Noise
The Roseville Code of Ordinances regulates the hours of operation for construction
equipment and allowable noise levels. Construction of the project would adhere to the
requirements identified in the City Code of Roseville, Minnesota, Chapter 405.03, which
states, “No person shall engage in or permit construction activities involving the use of any
kind of electric, diesel or gas powered machine or other power equipment except between
the hours of 7:00 A.M. and 9:00 P.M. on any weekday, or between the hours of 9:00 A.M. and
Twin Lakes Station 18 March 2020
9:00 P.M. on any weekend or legal holiday.” A noise variance will be applied for from the
City Council before working outside of these hours, if necessary.
Operational Noise
The Roseville Code of Ordinances regulate mechanical noise associated with building
operation. The occupancy of the proposed project would comply with these requirements.
Building design will incorporate noise reduction technologies in interior spaces as a result of
existing local traffic.
Noise Sensitive Areas
The site includes residential (Noise Area Classification (NAC) 1), Retail (NAC 2). The lowest
activity criteria level is the residential. Outdoor spaces are proposed within the residential
portion of the site.Roadway noise is anticipated to be the primary source of noise in the
project vicinity.
The site plan has been designed so the residential buildings are a few hundred feet from the
nearest roadway which also provides a buffer between the residential areas and the
surrounding roadways. Building materials and other strategies will be utilized during the
design and construction of the residential buildings to minimize noise for the tenants in those
buildings.
18. Transportation
a. Describe traffic-related aspects of project construction and operation. Include 1) existing
and proposed additional parking spaces; 2) estimated total average daily traffic
generated; 3) estimated maximum peak hour traffic generated and time of occurrence;
4) source of trip generation rates used in the estimates; and 5) availability of transit
and/or other alternative transportation modes.
Parking
There are approximately 344 parking stalls on the existing site. Those existing stalls will be
replaced with 1,012 new parking stalls that are planned to be provided with the proposed
development, for a net increase of 681 stalls. A parking study will be completed to
demonstrate that the amount of parking provided between the two developments will meet
city requirements.
Traffic Generation
The trip generation for the proposed development was calculated using information within
the Institute of Transportation Engineers (ITE) Trip Generation Manual, Tenth Edition. Standard
ITE trip rates were used to develop the gross new trips generated by the project. Reductions
were then applied to the trips generated to account for internal capture and pass-by trips.
The development site is expected to generate an estimated 290 (140 in and 150 out)
driveway trips during the AM peak hour and an estimated 405 (185 in and 140 out) driveway
Twin Lakes Station 19 March 2020
trips during the PM peak hour. Table 9 provides a summary of the peak hour vehicle traffic
generation.
Table 9: Proposed Site Trip Generation
AM Peak HourPM Peak Hour
LandUseIntensity/
ITE
Description Units
InOutTotalInOutTotal
Drive-In Bank 912 4,000 SF 22 16 38 41 41 82
Fast Casual
930 16,000 SF 22 11 33 124 102 226
Restaurant
Retail8205,500 SF325101121
Medical-Dental
720 8,000 SF 17 5 22 8 20 28
Office Building
Supermarket 850 25,000 SF 58 38 96 118 113 231
Multifamily
221 240 DU 22 64 86 65 41 106
Housing (Mid-
Rise)
Senior Adult
252 290 DU 20 38 58 41 34 75
Housing-Attached
TOTAL SITE TRIPS (Rounded to 5) 165 175 340410 365 775
Internal Capture Trip Reduction (AM-14%,
-25 -25 -50 -185 -185 -370
PM-30%)
TOTAL DRIVEWAY TRIPS 140 150 290225 180 405
Pass-By Trip Reduction (35%) 0 0 0 -40 -40 -70
TOTAL NET NEW TRAFFIC 140 150 290185 140 325
More detailed information on the traffic generation is provided in the Traffic Impact
Analysis (see Attachment C).
Availability of Transit
Existing non-vehicular travel was examined, and it was determined that transit, pedestrian,
and bicycle travel are negligible in the vicinity of the project.
b. Discuss the effect on traffic congestion on affected roads and describe any traffic
improvements necessary. The analysis must discuss the project’s impact on the regional
transportation system. If the peak hour traffic generated exceeds 250 vehicles or the total
daily trips exceeds 2,500, a traffic impact study must be prepared as part of the EAW. Use
the format and procedures described in the Minnesota Department of Transportation’s
Access Management Manual, Chapter 5 (available at:
http://www.dot.state.mn.us/accessmanagement/resources.html) or a similar local
guidance.
A traffic analysis was performed to determine the existing and proposed operating
conditions at the adjacent intersections. Based on the analysis, all study intersections are
anticipated to operate at an acceptable level of service (LOS) during the weekday AM and
PM peak hours for both Opening Year and Horizon Year conditions, with the exception of
County Road C and Snelling Avenue. In all cases, the intersection is anticipated to operate
Twin Lakes Station 20 March 2020
at LOS E during the AM peak hour and LOS F during the PM peak hour for Opening Year and
Horizon Year conditions (without and with project traffic).
The proposed site plan includes two access connections along County Road C; one full
access connection at the existing intersection of County Road C and Herschel Street and
one right-in connection approximately 440 feet to the west. Dedicated westbound right-turn
lanes are proposed at both access connections. A traffic signal is proposed at the full access
connection and meets the Minnesota Manual on Uniform Traffic Control Devices
(MnMUTCD) warrants.
c. Identify measures that will be taken to minimize or mitigate project related transportation
effects.
Based on the traffic analysis (see Attachment C), dedicated westbound right-turn lanes are
proposed at both access connections and a traffic signal is proposed at the full access
connection and meets MnMUTCD warrants. The peak hour volumes meet the minimum
threshold for a traffic signal based on the Minnesota Manual on Uniform Traffic Control
Devices (MnMUTCD). In coordination with the future signal design, a Signal Justification
Report (SJR) will need to be submitted with the design that looks at all applicable MnMUTCD
warrants.
Existing and future pedestrian and bicycle connections within and around the project site
are shown in Attachment D.
19. Cumulative Potential Effects
Note: Preparers can leave this item blank if cumulative potential effects are addressed under
the applicable EAW Items.
a. Describe the geographic scales and timeframes of the project related environmental
effects that could combine with other environmental effects resulting in cumulative
potential effects.
Cumulative effects result from the incremental impact of the proposed project when
added to other past, present, and reasonably foreseeable future actions, regardless of
what agency or person undertakes such other actions. The geographic area considered
for cumulative potential effects is the area proximate to the construction limits.
The following project has been identified as reasonably foreseeable and have the
potential to interact with the proposed project as to cause varying degrees of
reasonably foreseeable cumulative impacts. Each of the identified projects is within the
Twin Lakes Area and, therefore, is geographically proximate to the project site.
Past projects are incorporated via existing conditions identified within and adjacent to
the project site.
b. Describe any reasonably foreseeable future projects (for which a basis of expectation
has been laid) that may interact with environmental effects of the proposed project
within the geographic scales and timeframes identified above.
A nearby mixed-use development is proposed to the northwest of the project site along
Fairview Avenue in Roseville. It consists of a 120,000 square foot residential building and a
Twin Lakes Station 21 March 2020
40,000 square foot medical office building. Environmental effects of this project are
anticipated to be similar to those of the proposed Twin Lakes Station project.
c. Discuss the nature of the cumulative potential effects and summarize any other available
information relevant to determining whether there is potential for significant
environmental effects due to these cumulative effects.
There are no other major development projects that have been identified within the
project area. The proposed project may impact contamination/hazardous
materials/wastes and if they are encountered, a Response Action Plan/Construction
Contingency Plan (RAP/CCP) will be prepared and approved by the MPCA that outlines
procedures and requirements for soil remediation, vapor intrusion mitigation (if
warranted), groundwater management, and environmental monitoring during
redevelopment of the site.
20. Other Potential Environmental Effects
If the project may cause any additional environmental effects not addressed by Items 1 to
19, describe the effects here, discuss the how the environment will be affected, and identify
measures that will be taken to minimize and mitigate these effects.
All known potentially adverse environmental effects are addressed in the preceding EAW
items.
The City of Roseville is coordinating with Rice Creek Watershed District to look at potentially
improving Ramsey County Ditch 4, located along the west and north boundary of the
project site. The project is considering maintaining the existing ditch or placing the ditch in a
pipe. The proposed development would not preclude the City project. This site
development should not impact the potential ditch improvement or ditch maintenance. The
ditch improvement or maintenance project will create some minor construction impacts to
the proposed development.
Twin Lakes Station 22 March 2020
Figures
Twin Lakes Station 24 March 2020
Figure 1: County Map
Twin Lakes Station 25 March 2020
Figure 2: USGS Map
Twin Lakes Station 26 March 2020
Figure 3: Existing Site Conditions
Twin Lakes Station 27 March 2020
Attachment A
Twin Lakes Station EAW March 2020
Attachment B
Twin Lakes Station EAW March 2020
From:MN_MNIT_Data Request SHPO
To:Peterson, Kestra
Cc:Bunge, Leila
Subject:RE: File Search Request
Date:Tuesday, August 6, 2019 1:02:07 PM
Attachments:image001.png
RamseyHistoric2.xls
Hello Kestra,
Attached is your requested historic report. Our database has no archaeologic records for the given
area.
Jim
SHPO Data Requests
Minnesota State Historic Preservation Office
50 Sherburne Avenue, Suite 203
Saint Paul, MN 55155
(651) 201-3295
datarequestshpo@state.mn.us
Notice: This email message simply reports the results of the cultural resources database search you requested. The
database search is only for previously known archaeological sites and historic properties. IN NO CASE DOES THIS
DATABASE SEARCH OR EMAIL MESSAGE CONSTITUTE A PROJECT REVIEW UNDER STATE OR FEDERAL
PRESERVATION LAWS – please see our website at https://mn.gov/admin/shpo/protection/ for further information
regarding our Environmental Review Process.
Because the majority of archaeological sites in the state and many historic/architectural properties have not been
recorded, important sites or properties may exist within the search area and may be affected by development
projects within that area. Additional research, including field surveys, may be necessary to adequately assess the
area’s potential to contain historic properties or archaeological sites.
Properties that are listed in the National Register of Historic Places (NRHP) or have been determined eligible for
listing in the NRHP are indicated on the reports you have received, if any. The following codes may be on those
reports:
NR – National Register listed. The properties may be individually listed or may be within the boundaries of a
National Register District.
CEF – Considered Eligible Findings are made when a federal agency has recommended that a property is eligible for
listing in the National Register and MN SHPO has accepted the recommendation for the purposes of the
Environmental Review Process. These properties need to be further assessed before they are officially listed in the
National Register.
SEF – Staff eligible Findings are those properties the MN SHPO staff considers eligible for listing in the National
Register, in circumstances other than the Environmental Review Process.
DOE – Determination of Eligibility is made by the National Park Service and are those properties that are eligible for
listing in the National Register, but have not been officially listed.
CNEF – Considered Not Eligible Findings are made during the course of the Environmental Review Process. For the
purposes of the review a property is considered not eligible for listing in the National Register. These properties may
need to be reassessed for eligibility under additional or alternate contexts.
Properties without NR, CEF, SEF, DOE, or CNEF designations in the reports may not have been evaluated and
therefore no assumption to their eligibility can be made. Integrity and contexts change over time, therefore any
eligibility determination made ten (10) or more years from the date of the current survey are considered out of date
and the property will need to be reassessed.
If you require a comprehensive assessment of a project’s potential to impact archaeological sites or
historic/architectural properties, you may need to hire a qualified archaeologist and/or historian. If you need
assistance with a project review, please contact Kelly Gragg-Johnson, Environmental Review Specialist @ 651-201-
3285 or by email at kelly.graggjohnson@state.mn.us.
The Minnesota SHPO Archaeology and Historic/Architectural Survey Manuals can be found at
https://mn.gov/admin/shpo/identification-evaluation/.
MN SHPO research hours are 8:30 AM – 4:00 PM Tuesday-Friday. Please call ahead at 651-201-3295 to ensure staff
is available to assist you, if necessary. Thank you.
From: Peterson, Kestra <Kestra.Peterson@kimley-horn.com>
Sent: Monday, August 5, 2019 10:17 AM
To: MN_MNIT_Data Request SHPO <DataRequestSHPO@state.mn.us>
Cc: Bunge, Leila <Leila.Bunge@kimley-horn.com>
Subject: File Search Request
Hello,
We are preparing an Environmental Assessment Worksheet for the Twin Lakes Station
redevelopment at 1743 Co. Rd C West and 1717 County Road C West, Roseville, Ramsey County,
Minnesota. I am writing to request a database search for the site located in the southeast ¼ of
Section 4, Township 29N, Range 23W. See the attached figure of the project location. The proposed
development would convert an existing 21-acre industrial site to residential and commercial
development, consistent with the planned land use for the area (community mixed use).
Please let me know if you have any questions or need additional information.
Thank you,
Kestra Peterson
Ramsey
Trunk Hwy 51N/A Trunk Hwy 51New BrightonRA-ROD-001
29234
Trunk Hwy 51 - Larpenteur-HamlineNew BrightonRA-ROD-002
29234
Attachment C
Twin Lakes Station EAW March 2020
Page 2
Page 3
Table 1 – Level of Service Information
Level of Average Control Delay
Description
Service (seconds/vehicle)
Minimal control delay; traffic operates at primarily free-flow
A0-10 (Unsignalized); 0-10 (Signalized)
conditions; unimpeded movement within traffic stream.
Minor control delay at signalized intersections; traffic
B >10-15 (Unsignalized); >10-20 (Signalized)operates at a fairly unimpeded level with slightly restricted
movement within traffic stream.
Moderate control delay; movement within traffic stream
C >15-25 (Unsignalized); >20-35 (Signalized)more restricted than at LOS B; formation of queues
contributes to lower average travel speeds.
Considerable control delay that may be substantially
D >25-35 (Unsignalized); >35-55 (Signalized)increased by small increases in flow; average travel speeds
continue to decrease.
High control delay; average travel speed no more than 33
E >35-50 (Unsignalized); >55-80 (Signalized)
percent of free flow speed.
Extremely high control delay; extensive queuing and high
F >50 (Unsignalized); >80 (Signalized)
volumes create exceedingly restricted traffic flow.
Page 4
Table 2 - Existing Conditions (2019) AM Peak Hour Intersection Analysis
AM PEAK HOUR
LeftThroughRightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB 14.6 B 18.2B 18.2 B
County Road C
WB 13.2 B 20.3 C 20.3 C
Signalized 19.0 B
&
NB 16.3 B 19.6 B 15.9 B
Fairview
SB 18.8 B 22.0C 22.0 C
EB 9.3 A -- -- -- --
Side-Street
County Road C
WB -- -- -- -- -- -- 0.8 A
Stop
&
SB 21.0 C -- -- 10.3 B
Control
Hhl
EB 2.1 A 2.1A -- --
County Road C
WB -- -- 2.0 A 0.8 A
Signalized 5.2 A
&
SB 41.7 D -- -- 39.9 D
Lil Di
EB 76.2 E 86.1F 86.0 F
County Road C
WB 79.4 E 100+ F 100+ F
50.8 D
Signalized
&
NB 90.3 F 19.7 B 16.2 B
Snelling
SB 75.9 E 25.9 C 14.4 B
Table 3 - Existing Conditions (2019)PM Peak Hour Intersection Analysis
PM PEAK HOUR
Intersection Left Through Right Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB 12.6 B 30.7 C 30.7 C
County Road C &
WB31.3 C15.2 B 15.2 B
28.2 C
Signalized
Fairview Avenue
NB 34.6 C40.6 D 14.1 B
SB 30.5 C39.0 D 39.0 D
EB 9.1 A-- -- -- --
Side-Street
County Road C &
WB -- -- -- -- -- --
Stop 0.6 A
Herschel Street
SB 19.5 C -- -- 10.4 B
Control
EB 3.0 A4.7A -- --
County Road C &
WB----2.0A 2.6 A
Signalized 7.9 A
Lincoln Drive
SB 46.3 D -- -- 37.0 D
EB 100+ F 100+ F 72.6 E
County Road C &
WB100+F93.8 F 93.8 F
80.2 F
Signalized
Snelling Avenue
NB 89.4 F58.9 E 22.5 C
SB 97.8 F38.0 D 25.9 C
Page 5
Table 4 – Annual Growth Rate Calculation
Historic AADT Current AADT
Street Segment
Volume Year Volume Year
County Road C (West of Fairview Avenue) 17,000 2013 16,600 2018
County Road C (West of Snelling Avenue) 17,400 2013 17,100 2018
County Road C (East of Snelling Avenue) 11,000 2013 11,300 2017
Snelling Avenue (North of County Road C) 27,100 2013 30,500 2017
Snelling Avenue (South of County Road C) 35,900 2013 36,000 2017
Fairview Avenue (North of County Road C) 7,200 2013 7,300 2018
TOTAL 115,6002013 118,800 2017/2018
Page 6
Table 5 - Opening Year No-Build Conditions (2021) AM Peak Hour Intersection Analysis
AM PEAK HOUR
LeftThroughRightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB
14.6 B 18.2 B 18.2 B
County Road C &
WB
13.3 B 20.3 C 20.3 C
Signalized 19.0 B
Fairview Avenue
NB
16.4 B 19.6 B 15.9 B
SB
18.8 B 22.1 C 22.1 C
EB 9.4 A ---- -- --
County Road C &
Side-Street
WB ---- ---- -- -- 0.8 A
Herschel Street
Stop Control
SB
21.5 C ---- 10.3 B
EB
2.1 A 2.1 A -- --
County Road C &
Side-Street
WB
-- -- 2.0 A 0.9 A 5.3 A
Lincoln Drive Stop Control
SB
41.8 D ---- 39.8 D
EB
75.9 E 85.9 F 86.1 F
County Road C &
WB
79.4 E 100+ F 100+ F
51.5 D
Signalized
Snelling Avenue
NB 90.1 F 19.7 B 16.2 B
SB 75.9 E 26.5 C 14.6 B
Table 6 - Opening Year No-Build Conditions (2021) PM Peak Hour Intersection Analysis
PM PEAK HOUR
Intersection LeftThrough RightIntersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB
12.6 B 31.2 C 31.2 C
County Road C &
WB 34.6 C 15.4 B 15.4 B
Signalized 28.6 C
Fairview Avenue
NB 34.8 C 40.6 D 14.2 B
SB
30.6 C 39.1 D 39.1 D
EB
9.2 A -- -- -- --
County Road C &
Side-Street
WB
-- -- -- -- -- -- 0.6 A
Herschel Street Stop Control
SB
19.7 C -- -- 10.5 B
EB
3.0 A 4.8 A -- --
County Road C &
Side-Street
WB
---- 2.0 A 2.7 A 7.8 A
Stop Control
Lincoln Drive
SB 46.3 D ---- 37.0 D
EB 100+ F 100+ F 73.1 E
County Road C &
WB
100+ F 94.1 F 94.1 F
Signalized 82.5 F
Snelling Avenue
NB
89.4 F 62.6 E 22.7 C
SB
96.9 F 38.4 D 26.0 C
Page 7
Trip Generation Handbook
Page 8
Table 7 – ProposedSite Trip Generation
AM Peak Hour PM Peak Hour
Intensity /
Land Use Description ITE
Units
In OutTotal In OutTotal
Drive-In Bank 912 4,000 SF 22 16 38 41 41 82
Fast Casual Restaurant 930 16,000 SF 22 11 33 124 102 226
Retail 820 5,500 SF 3 2 5 10 11 21
Medical-Dental Office Building 720 8,000 SF 17 5 22 8 20 28
Supermarket 850 25,000 SF 58 38 96 118 113 231
Multifamily Housing (Mid-Rise) 221 240 DU 22 64 86 65 41 106
Senior Adult Housing-Attached 252 290 DU 20 38 58 41 34 75
TOTAL SITE TRIPS (Rounded to 5)165 175340 410 365775
Internal Capture Trip Reduction (AM-14%, PM-30%) -25-25 -50-185 -185-370
TOTAL DRIVEWAY TRIPS 140 150290 225 180405
Pass-By Trip Reduction (35%)0 0 0 -40-40-70
TOTAL NET NEW TRAFFIC 140 150290 185 140325
Page 9
Table 8 - Opening Year Build Conditions (2021) AM Peak Hour Intersection Analysis
AM PEAK HOUR
Left Through Right Intersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB 14.2 B 17.8 B 17.8 B
County Road C &
WB 12.7 B 20.0 B 20.0 B
Signalized 19.0 B
Fairview Avenue
NB18.4B 21.8C 15.3B
SB 18.9 B 23.0 C 23.0 C
EB 10.2 B -- -- ----
County Road C &
Side-Street
WB-- -- -- -- ----5.0 A
Herschel Street
Stop Control
SB 53.8 F-- -- 11.0 B
EB 2.2 A 2.2 A ----
County Road C &
WB -- -- 2.3 A 1.0 A
Signalized 5.1 A
Lincoln Drive
SB 41.8 D -- -- 39.8 D
EB 94.4 F87.1 F 88.3 F
County Road C &
WB80.3 F192.0 F 192.0 F
Signalized 55.9 E
Snelling Avenue
NB 89.9 F 20.0 B 16.5 B
SB75.8 E 28.5 C 15.8 B
Table 9 - Opening Year Build Conditions (2021) PM Peak Hour Intersection Analysis
PM PEAK HOUR
Left Through Right Intersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB12.9B34.5C34.5C
County Road C &
WB46.2D16.0B16.0B
Signalized 30.6 C
Fairview Avenue
NB 35.4 D41.4 D 14.6 B
SB
30.1 C 38.7 D 38.7 D
EB
10.3 B 0.0 A -- --
County Road C &
Side-Street
WB
-- -- 0.0 A 0.0 A 5.8 A
Herschel Street
Stop Control
SB
100.4 F -- -- 11.4 B
EB
3.1 A 5.0 A -- --
County Road C &
WB
Lincoln Drive Signalized -- -- 2.5 A 2.7 A 7.8 A
SB46.3 D -- -- 37.0 D
EB 231.2 F 166.6 F 77.9 E
County Road C &
WB
106.0 F 98.1 F 98.1 F
Signalized 87.4 F
Snelling Avenue
NB
88.8 F 63.1 E 22.8 C
SB
97.8 F 40.8 D 28.2 C
Page 10
Table 10 - Opening Year Build Conditions (2021) AM Peak Hour Intersection Analysis
AM PEAK HOUR
LeftThroughRightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
ssss
DDDD
((((
EB4.5A3.6A----
County Road C &
WB
----11.4B8.5A
Signalized9.5A
Herschel Street
SB
16.3B----15.0B
Table 11 - Opening Year Build Conditions (2021) PM Peak Hour Intersection Analysis
PM PEAK HOUR
LeftThroughRightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
ssss
DDDD
((((
EB4.5A6.2A----
County Road C &
WB
----11.7B9.5A
Signalized8.8A
Herschel Street
SB
18.1B----16.6C
Page 11
Table 12 - HorizonYear No-Build Conditions (2041) AM Peak Hour Intersection Analysis
AM PEAK HOUR
LeftThrough RightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB 14.7 B 18.3 B 18.3 B
County Road C &
WB
13.1 B 20.7 C 20.7 C
Signalized 19.4 B
Fairview Avenue
NB
13.1B 20.7C 15.7B
SB
19.4 B 22.8 C 22.8 C
EB
9.6 A ---- -- --
County Road C &
Side-Street
WB ---- ---- -- -- 0.8 A
Herschel Street Stop Control
SB 23.3 C ---- 10.3 B
EB
2.2 A 2.1 A -- --
County Road C &
WB
Signalized -- -- 5.0 A 4.1 A 5.4 A
Lincoln Drive
SB
41.8 D -- -- 39.8 D
EB
79.0 E 88.7 F 87.1 F
County Road C &
WB
86.9 F 100+F 100+F
Signalized 57.4 E
Snelling Avenue
NB
90.2 F 18.3 B 16.3 B
SB 76.4 E 31.2 C 15.3 B
Page 12
Table 13 - HorizonYear No-Build Conditions (2041) PM Peak Hour Intersection Analysis
PM PEAK HOUR
LeftThroughRightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB
12.9 B 45.3 D 45.3 D
County Road C &
WB
44.1 D 16.2 B 16.2 B
Signalized 35.4 D
Fairview Avenue
NB
36.6 D 41.1 D 14.8 B
SB
30.4 C 39.2 D 39.2 D
EB 9.4 A ---- -- --
County Road C &
Side-Street
WB ---- ---- -- -- 0.6 A
Herschel Street Stop Control
SB
18.8 C ---- 10.5 B
EB
3.2 A 5.2 A -- --
County Road C &
WB
Signalized -- -- 2.4 A 3.4 A 8.4 A
Lincoln Drive
SB
48.7 D ---- 36.7 D
EB
100+F 100+F 85.8 F
County Road C &
WB
100+ F 99.5 F 99.5 F
Signalized 86.9 F
Snelling Avenue
NB 88.9 F 37.7 D 23.1 C
SB 100+ F 43.2 D 27.5 C
Page 13
Table 14 - HorizonYear Build Conditions (2041) AM Peak Hour Intersection Analysis
AM PEAK HOUR
LeftThroughRightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB
14.4 B 18.3 B 18.3 B
County Road C &
WB
11.1 B 19.3 B 19.3 B
Signalized 19.3 B
Fairview Avenue
NB
20.5 C 23.9 C 14.5 B
SB
20.8 C 25.3 C 25.3 C
EB 5.2 A 4.2 A ----
County Road C &
Signalized WB -- -- 12.7 B 9.1 A10.6 B
Herschel Street
SB
18.3 B -- -- 16.8 C
EB
2.3 A 2.2 A -- --
County Road C &
WB
Signalized -- -- 2.7 A 1.1 A 5.3 A
Lincoln Drive
SB
41.8 E -- -- 39.8 D
EB
104.4 F90.5 F 89.9 F
County Road C &
WB
89.5 F 230.8 F 230.8 F
Signalized 62.0 E
Snelling Avenue
NB 89.8 F 18.5 B 16.5 B
SB 76.4 E 33.6 C 16.6 B
Table 15 - HorizonYear Build Conditions (2041) PM Peak Hour Intersection Analysis
PM PEAK HOUR
LeftThrough RightIntersection
Intersection
))))
yyyy
hhhh
SSSS
aaaa
eeee
llll
vOvOvOvO
eeee
////
LLLL
DsDsDsDs
((((
EB
13.2 B 53.6 D 53.6 D
County Road C &
WB
58.0 E 16.9 B 16.9 B
Signalized 39.5 D
Fairview Avenue
NB
36.8 D 41.8 D 15.2 B
SB
30.3 C 38.9 D 38.9 D
EB 5.2 A 8.3 A -- --
County Road C &
Signalized WB -- -- 12.0 B 9.6 A 10.4 B
Herschel Street
SB
24.1 C ---- 21.9 C
EB
3.3 A 5.4 A -- --
County Road C &
WB
Signalized ---- 2.8 A 3.4 A 8.4 A
Lincoln Drive
SB
48.7 E -- -- 36.7 D
EB
295.7 F 100+F 98.9 F
County Road C &
WB
100+F 100+F 100+F
Snelling Avenue Signalized 93.9 F
NB 88.1 F 37.7 D 23.1 C
SB 101.8 F 45.8 D 29.7 C
Page 14
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationStudy IntersectionsProposed Driveway
CrestCrest
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationStudy IntersectionsProposed DrivewayExisting SignalExisting Stop Control
CrestCrest
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationAM (PM) Peak Hour Volumes
)
X
X
(
CrestCrest
X
X
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationAM (PM) Peak Hour Volumes
)
X
X
(
CrestCrest
X
X
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationInbound Site TrafficOutbound Site Traffic
\]
%%
X
X
CrestCrest
\[
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationAM (PM) Peak Hour Volumes
)
X
X
(
CrestCrest
X
X
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationAM (PM) Peak Hour Volumes
)
X
X
CrestCrest
(
X
X
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationAM (PM) Peak Hour Volumes
)
X
X
(
CrestCrest
X
X
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
23
WWWW
CCCC
WW
dddd
RRRR
yyyy
tttt
nnnn
uuuu
oooo
CCCC
County Rd C2 WCounty Rd C2County Rd C2County Rd C2 W
SSnellingSnellingSnneelllliinngg AAvvee51
LLincolnLincolnLiinnccoollnn DDrDrDrr
rr
DDrDrD
ee
cc
aa
rr
rr
ee
TTerraceTerrace T
HHerschelHerschelHeerrsscchheell SStStStt
Fairview Ave NFairviewFairviewFairview Ave NAveAveNN
NOT TO SCALE
PkwyPkwy
AveAve
Proposed Site LocationAM (PM) Peak Hour Volumes
)
X
X
(
CrestCrest
X
X
Oak Crest AveOakOakOak Crest Ave
Twin Lakes PkwyTwin LakesTwin LakesTwin Lakes Pkwy
Existing AM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)4028075105555759580405013070
Future Volume (vph)4028075105555759580405013070
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 111212111212111211111212
Total Lost time (s)5.96.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)169433941694344216943505151616943320
Flt Permitted0.321.000.521.000.551.001.000.701.00
Satd. Flow (perm)565339493234429843505151612493320
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)4229278109578789983425213573
RTOR Reduction (vph)0230010000280560
Lane Group Flow (vph)4234701096460998314521520
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)26.323.129.123.624.418.823.620.116.6
Effective Green, g (s)26.323.129.123.624.418.823.620.116.6
Actuated g/C Ratio0.370.330.410.330.340.270.330.280.23
Clearance Time (s)5.96.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.02.04.52.04.5
Lane Grp Cap (vph)26011074421147395930505376778
v/s Ratio Prot0.010.10c0.02c0.19c0.020.020.010.05
v/s Ratio Perm0.050.08c0.070.010.03
v/c Ratio0.160.310.250.560.250.090.030.140.20
Uniform Delay, d114.517.913.119.416.219.615.918.721.7
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.10.30.10.90.10.00.00.10.2
Delay (s)14.618.213.220.316.319.615.918.822.0
Level of ServiceBBBCBBBBC
Approach Delay (s)17.819.317.421.3
Approach LOSBBBC
Intersection Summary
HCM 2000 Control Delay19.0HCM 2000 Level of ServiceB
HCM 2000 Volume to Capacity ratio0.42
Actuated Cycle Length (s) 70.8Sum of lost time (s)21.8
Intersection Capacity Utilization62.0%ICU Level of ServiceB
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Existing AM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)15355745353015
Future Volume (Veh/h)15355745353015
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.960.960.960.960.960.96
Hourly flow rate (vph)16370776363116
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10531133
pX, platoon unblocked0.950.950.95
vC, conflicting volume8121011406
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol694904267
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %988898
cM capacity (veh/h)845256691
Direction, Lane #EB 1EB 2EB 3WB 1WB 2SB 1SB 2
Volume Total161851855172953116
Volume Left160000310
Volume Right000036016
cSH8451700170017001700256691
Volume to Capacity0.020.110.110.300.170.120.02
Queue Length 95th (ft)10000102
Control Delay (s)9.30.00.00.00.021.010.3
Lane LOSACB
Approach Delay (s)0.40.017.4
Approach LOSC
Intersection Summary
Average Delay 0.8
Intersection Capacity Utilization 31.7%ICU Level of Service A
Analysis Period (min)15
Kimley-HornPage 2
Existing AM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)453157151205555
Future Volume (vph)453157151205555
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.341.001.001.000.951.00
Satd. Flow (perm)60735053505162017521568
Peak-hour factor, PHF0.960.960.960.960.960.96
Adj. Flow (vph)473287451255757
RTOR Reduction (vph)00026052
Lane Group Flow (vph)4732874599575
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)76.476.469.269.28.18.1
Effective Green, g (s)76.476.469.269.28.18.1
Actuated g/C Ratio0.800.800.730.730.090.09
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)524281825531180149133
v/s Ratio Prot0.00c0.09c0.21c0.03
v/s Ratio Perm0.070.060.00
v/c Ratio0.090.120.290.080.380.04
Uniform Delay, d12.12.04.43.741.139.9
Progression Factor1.001.000.390.201.001.00
Incremental Delay, d20.00.10.20.10.60.0
Delay (s)2.12.12.00.841.739.9
Level of ServiceAAAADD
Approach Delay (s)2.11.840.8
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay5.2HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.30
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization44.3%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Existing AM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)5516516511535530235735150851560180
Future Volume (vph)5516516511535530235735150851560180
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.951.001.000.951.00
Frt1.001.000.851.000.991.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943464340035051568175235051516
Flt Permitted0.261.001.000.421.000.951.001.000.951.001.00
Satd. Flow (perm)479350515687443464340035051568175235051516
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)5717217212037031245766156891625188
RTOR Reduction (vph)0015804000620038
Lane Group Flow (vph)5717214120397024576694891625150
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)22.915.415.431.119.519.0114.5114.525.0120.5120.5
Effective Green, g (s)22.915.415.431.119.519.0114.5114.525.0120.5120.5
Actuated g/C Ratio0.120.080.080.160.100.100.600.600.130.630.63
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)10728412717935534021129442302222961
v/s Ratio Prot0.020.05c0.04c0.11c0.070.220.05c0.46
v/s Ratio Perm0.040.010.070.060.10
v/c Ratio0.530.610.110.671.120.720.360.100.390.730.16
Uniform Delay, d176.384.480.971.985.282.919.216.075.523.714.1
Progression Factor0.970.961.051.001.001.001.001.001.001.001.00
Incremental Delay, d22.54.70.77.584.17.30.50.20.42.20.3
Delay (s)76.286.186.079.4169.490.319.716.275.925.914.4
Level of ServiceEFFEFFBBECB
Approach Delay (s)84.7148.734.027.1
Approach LOSFFCC
Intersection Summary
HCM 2000 Control Delay50.8HCM 2000 Level of ServiceD
HCM 2000 Volume to Capacity ratio0.78
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization84.3%ICU Level of ServiceE
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Existing PM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)7011252451604458518026026512518095
Future Volume (vph)7011252451604458518026026512518095
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Total Lost time (s)4.06.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)175234111752342017523505156817523323
Flt Permitted0.451.000.081.000.561.001.000.511.00
Satd. Flow (perm)831341114334201024350515689343323
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)7111482501634548718426527012818497
RTOR Reduction (vph)0130090001340680
Lane Group Flow (vph)711385016353201842651361282130
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)53.047.860.751.725.116.251.727.017.1
Effective Green, g (s)53.047.860.751.725.116.251.727.017.1
Actuated g/C Ratio0.520.460.590.500.240.160.500.260.17
Clearance Time (s)4.06.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.04.54.52.04.5
Lane Grp Cap (vph)47515862251719313552788324552
v/s Ratio Prot0.01c0.41c0.060.16c0.050.080.040.06
v/s Ratio Perm0.070.36c0.090.090.07
v/c Ratio0.150.870.720.310.590.480.170.400.39
Uniform Delay, d112.624.821.915.032.839.513.930.238.2
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.16.09.40.21.81.10.20.30.8
Delay (s)12.630.731.315.234.640.614.130.539.0
Level of ServiceBCCBCDBCD
Approach Delay (s)29.918.929.136.3
Approach LOSCBCD
Intersection Summary
HCM 2000 Control Delay28.2HCM 2000 Level of ServiceC
HCM 2000 Volume to Capacity ratio0.76
Actuated Cycle Length (s) 102.8Sum of lost time (s)20.0
Intersection Capacity Utilization86.9%ICU Level of ServiceE
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Existing PM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)351475655353545
Future Volume (Veh/h)351475655353545
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.980.980.980.980.980.98
Hourly flow rate (vph)361505668363646
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10471133
pX, platoon unblocked0.970.680.97
vC, conflicting volume7041510352
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol629587265
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %968793
cM capacity (veh/h)913285707
Direction, Lane #EB 1EB 2EB 3WB 1WB 2SB 1SB 2
Volume Total367527524452593646
Volume Left360000360
Volume Right000036046
cSH9131700170017001700285707
Volume to Capacity0.040.440.440.260.150.130.07
Queue Length 95th (ft)30000115
Control Delay (s)9.10.00.00.00.019.510.4
Lane LOSACB
Approach Delay (s)0.20.014.4
Approach LOSB
Intersection Summary
Average Delay 0.6
Intersection Capacity Utilization 50.8%ICU Level of Service A
Analysis Period (min)15
Kimley-HornPage 2
Existing PM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)1201280530165140110
Future Volume (vph)1201280530165140110
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.421.001.001.000.951.00
Satd. Flow (perm)74835053505162017521568
Peak-hour factor, PHF0.980.980.980.980.980.98
Adj. Flow (vph)1221306541168143112
RTOR Reduction (vph)00057098
Lane Group Flow (vph)122130654111114314
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)72.972.962.762.711.611.6
Effective Green, g (s)72.972.962.762.711.611.6
Actuated g/C Ratio0.770.770.660.660.120.12
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)635268923131069213191
v/s Ratio Prot0.01c0.370.15c0.08
v/s Ratio Perm0.130.070.01
v/c Ratio0.190.490.230.100.670.07
Uniform Delay, d12.94.16.55.939.936.9
Progression Factor1.001.000.270.421.001.00
Incremental Delay, d20.10.60.20.26.40.1
Delay (s)3.04.72.02.646.337.0
Level of ServiceAAAADD
Approach Delay (s)4.62.142.2
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay7.9HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.54
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization52.5%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Existing PM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)345675400175315553001775145951095115
Future Volume (vph)345675400175315553001775145951095115
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.951.001.000.951.00
Frt1.001.000.851.000.981.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943427340035051568175235051516
Flt Permitted0.191.001.000.161.000.951.001.000.951.001.00
Satd. Flow (perm)352350515682893427340035051568175235051516
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)352689408179321563061811148971117117
RTOR Reduction (vph)0023508000550054
Lane Group Flow (vph)352689173179369030618119397111763
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)55.732.532.542.924.722.5100.8100.815.093.393.3
Effective Green, g (s)55.732.532.542.924.722.5100.8100.815.093.393.3
Actuated g/C Ratio0.290.170.170.230.130.120.530.530.080.490.49
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)29459926819944540218598311381721744
v/s Ratio Protc0.160.200.090.110.09c0.52c0.060.32
v/s Ratio Permc0.190.110.120.060.04
v/c Ratio1.201.150.650.900.830.760.970.110.700.650.08
Uniform Delay, d159.278.873.464.980.681.143.322.385.336.125.7
Progression Factor1.170.950.911.001.001.001.001.001.001.001.00
Incremental Delay, d2114.283.95.736.113.28.315.60.312.41.90.2
Delay (s)183.3158.872.6101.093.889.458.922.597.838.025.9
Level of ServiceFFEFFFECFDC
Approach Delay (s)140.596.160.741.3
Approach LOSFFED
Intersection Summary
HCM 2000 Control Delay80.2HCM 2000 Level of ServiceF
HCM 2000 Volume to Capacity ratio1.04
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization104.1%ICU Level of ServiceG
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Opening Year No-Build AM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)4028075110560759580405013570
Future Volume (vph)4028075110560759580405013570
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 111212111212111211111212
Total Lost time (s)5.96.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)169433941694344316943505151616943326
Flt Permitted0.311.000.521.000.551.001.000.701.00
Satd. Flow (perm)560339493234439793505151612493326
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)4229278115583789983425214173
RTOR Reduction (vph)0230010000280560
Lane Group Flow (vph)4234701156510998314521580
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)26.423.229.223.724.418.823.720.116.6
Effective Green, g (s)26.423.229.223.724.418.823.720.116.6
Actuated g/C Ratio0.370.330.410.330.340.270.330.280.23
Clearance Time (s)5.96.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.02.04.52.04.5
Lane Grp Cap (vph)25911104421150393929506376778
v/s Ratio Prot0.010.10c0.02c0.19c0.020.020.010.05
v/s Ratio Perm0.050.09c0.070.010.03
v/c Ratio0.160.310.260.570.250.090.030.140.20
Uniform Delay, d114.517.913.219.416.219.615.918.821.8
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.10.30.10.90.10.00.00.10.2
Delay (s)14.618.213.320.316.419.615.918.822.1
Level of ServiceBBBCBBBBC
Approach Delay (s)17.819.317.521.4
Approach LOSBBBC
Intersection Summary
HCM 2000 Control Delay19.0HCM 2000 Level of ServiceB
HCM 2000 Volume to Capacity ratio0.43
Actuated Cycle Length (s) 70.9Sum of lost time (s)21.8
Intersection Capacity Utilization62.1%ICU Level of ServiceB
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Opening Year No-Build AM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)20360750353015
Future Volume (Veh/h)20360750353015
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.960.960.960.960.960.96
Hourly flow rate (vph)21375781363116
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10531133
pX, platoon unblocked0.950.950.95
vC, conflicting volume8171028408
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol694917262
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %988898
cM capacity (veh/h)843249694
Direction, Lane #EB 1EB 2EB 3WB 1WB 2SB 1SB 2
Volume Total211881885212963116
Volume Left210000310
Volume Right000036016
cSH8431700170017001700249694
Volume to Capacity0.020.110.110.310.170.120.02
Queue Length 95th (ft)20000112
Control Delay (s)9.40.00.00.00.021.510.3
Lane LOSACB
Approach Delay (s)0.50.017.7
Approach LOSC
Intersection Summary
Average Delay 0.8
Intersection Capacity Utilization 31.8%ICU Level of Service A
Analysis Period (min)15
Kimley-HornPage 2
Opening Year No-Build AM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)453257251256055
Future Volume (vph)453257251256055
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.341.001.001.000.951.00
Satd. Flow (perm)59935053505162017521568
Peak-hour factor, PHF0.960.960.960.960.960.96
Adj. Flow (vph)473397551306257
RTOR Reduction (vph)00027052
Lane Group Flow (vph)47339755103635
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)76.376.369.169.18.28.2
Effective Green, g (s)76.376.369.169.18.28.2
Actuated g/C Ratio0.800.800.730.730.090.09
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)517281525491178151135
v/s Ratio Prot0.00c0.10c0.22c0.04
v/s Ratio Perm0.070.060.00
v/c Ratio0.090.120.300.090.420.04
Uniform Delay, d12.12.04.53.841.139.8
Progression Factor1.001.000.400.201.001.00
Incremental Delay, d20.00.10.20.10.70.0
Delay (s)2.12.12.00.941.839.8
Level of ServiceAAAADD
Approach Delay (s)2.11.840.9
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay5.3HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.30
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization44.6%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Opening Year No-Build AM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)5516516511536030240740155851580180
Future Volume (vph)5516516511536030240740155851580180
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.951.001.000.951.00
Frt1.001.000.851.000.991.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943465340035051568175235051516
Flt Permitted0.261.001.000.421.000.951.001.000.951.001.00
Satd. Flow (perm)479350515687443465340035051568175235051516
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)5717217212037531250771161891646188
RTOR Reduction (vph)0015804000640038
Lane Group Flow (vph)5717214120402025077197891646150
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)22.915.415.431.119.519.3114.5114.525.0120.2120.2
Effective Green, g (s)22.915.415.431.119.519.3114.5114.525.0120.2120.2
Actuated g/C Ratio0.120.080.080.160.100.100.600.600.130.630.63
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)10728412717935534521129442302217959
v/s Ratio Prot0.020.05c0.04c0.12c0.070.220.05c0.47
v/s Ratio Perm0.040.010.070.060.10
v/c Ratio0.530.610.110.671.130.720.370.100.390.740.16
Uniform Delay, d176.384.480.971.985.282.819.216.075.524.214.2
Progression Factor0.960.961.061.001.001.001.001.001.001.001.00
Incremental Delay, d22.54.70.77.589.17.40.50.20.42.30.3
Delay (s)75.985.986.179.4174.490.119.716.275.926.514.6
Level of ServiceEFFEFFBBECB
Approach Delay (s)84.6152.734.127.6
Approach LOSFFCC
Intersection Summary
HCM 2000 Control Delay51.5HCM 2000 Level of ServiceD
HCM 2000 Volume to Capacity ratio0.79
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization85.2%ICU Level of ServiceE
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Opening Year No-Build PM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)7511352451654508518026526512518595
Future Volume (vph)7511352451654508518026526512518595
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Total Lost time (s)4.06.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)175234121752342117523505156817523327
Flt Permitted0.451.000.081.000.541.001.000.501.00
Satd. Flow (perm)822341214334211003350515689283327
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)7711582501684598718427027012818997
RTOR Reduction (vph)0130090001350630
Lane Group Flow (vph)771395016853701842701351282230
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)53.347.960.651.625.316.451.627.017.2
Effective Green, g (s)53.347.960.651.625.316.451.627.017.2
Actuated g/C Ratio0.520.470.590.500.250.160.500.260.17
Clearance Time (s)4.06.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.04.54.52.04.5
Lane Grp Cap (vph)47415862241713311558785321555
v/s Ratio Prot0.01c0.41c0.070.16c0.050.080.040.07
v/s Ratio Perm0.080.37c0.090.090.07
v/c Ratio0.160.880.750.310.590.480.170.400.40
Uniform Delay, d112.524.922.815.232.839.414.030.338.3
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.16.311.80.22.01.10.20.30.8
Delay (s)12.631.234.615.434.840.614.230.639.1
Level of ServiceBCCBCDBCD
Approach Delay (s)30.219.929.336.5
Approach LOSCBCD
Intersection Summary
HCM 2000 Control Delay28.6HCM 2000 Level of ServiceC
HCM 2000 Volume to Capacity ratio0.77
Actuated Cycle Length (s) 103.0Sum of lost time (s)20.0
Intersection Capacity Utilization87.5%ICU Level of ServiceE
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Opening Year No-Build PM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)351490665403545
Future Volume (Veh/h)351490665403545
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.980.980.980.980.980.98
Hourly flow rate (vph)361520679413646
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10471133
pX, platoon unblocked0.970.670.97
vC, conflicting volume7201532360
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol642592270
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %968793
cM capacity (veh/h)901281701
Direction, Lane #EB 1EB 2EB 3WB 1WB 2SB 1SB 2
Volume Total367607604532673646
Volume Left360000360
Volume Right000041046
cSH9011700170017001700281701
Volume to Capacity0.040.450.450.270.160.130.07
Queue Length 95th (ft)30000115
Control Delay (s)9.20.00.00.00.019.710.5
Lane LOSACB
Approach Delay (s)0.20.014.5
Approach LOSB
Intersection Summary
Average Delay 0.6
Intersection Capacity Utilization 51.2%ICU Level of Service A
Analysis Period (min)15
Kimley-HornPage 2
Opening Year No-Build PM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)1251290535165140110
Future Volume (vph)1251290535165140110
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.421.001.001.000.951.00
Satd. Flow (perm)74435053505162017521568
Peak-hour factor, PHF0.980.980.980.980.980.98
Adj. Flow (vph)1281316546168143112
RTOR Reduction (vph)00057098
Lane Group Flow (vph)128131654611114314
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)72.972.962.762.711.611.6
Effective Green, g (s)72.972.962.762.711.611.6
Actuated g/C Ratio0.770.770.660.660.120.12
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)632268923131069213191
v/s Ratio Prot0.01c0.380.16c0.08
v/s Ratio Perm0.140.070.01
v/c Ratio0.200.490.240.100.670.07
Uniform Delay, d12.94.16.55.939.936.9
Progression Factor1.001.000.280.421.001.00
Incremental Delay, d20.10.60.20.26.40.1
Delay (s)3.04.82.02.746.337.0
Level of ServiceAAAADD
Approach Delay (s)4.62.242.2
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay7.8HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.54
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization52.7%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Opening Year No-Build PM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)350680400180315603001795145951105115
Future Volume (vph)350680400180315603001795145951105115
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.951.001.000.951.00
Frt1.001.000.851.000.981.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943421340035051568175235051516
Flt Permitted0.191.001.000.161.000.951.001.000.951.001.00
Satd. Flow (perm)345350515682863421340035051568175235051516
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)357694408184321613061832148971128117
RTOR Reduction (vph)0023309000560054
Lane Group Flow (vph)357694175184373030618329297112863
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)55.932.532.543.324.922.5100.5100.515.193.193.1
Effective Green, g (s)55.932.532.543.324.922.5100.5100.515.193.193.1
Actuated g/C Ratio0.290.170.170.230.130.120.530.530.080.490.49
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)29459926820144840218538291391717742
v/s Ratio Protc0.170.200.090.110.09c0.52c0.060.32
v/s Ratio Permc0.190.110.120.060.04
v/c Ratio1.211.160.650.920.830.760.990.110.700.660.08
Uniform Delay, d159.078.873.564.880.581.144.222.485.236.425.8
Progression Factor1.170.950.911.001.001.001.001.001.001.001.00
Incremental Delay, d2120.887.26.039.713.58.318.40.311.62.00.2
Delay (s)190.1162.173.1104.694.189.462.622.796.938.426.0
Level of ServiceFFEFFFECFDC
Approach Delay (s)144.197.563.641.6
Approach LOSFFED
Intersection Summary
HCM 2000 Control Delay82.5HCM 2000 Level of ServiceF
HCM 2000 Volume to Capacity ratio1.05
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization105.0%ICU Level of ServiceG
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Opening Year Build AM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)40315751255951009580557013570
Future Volume (vph)40315751255951009580557013570
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 111212111212111211111212
Total Lost time (s)5.96.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)169434041694342916943505151616943326
Flt Permitted0.281.000.491.000.601.001.000.701.00
Satd. Flow (perm)5083404881342910683505151612493326
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)42328781306201049983577314173
RTOR Reduction (vph)0190012000370570
Lane Group Flow (vph)4238701307120998320731570
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)27.824.631.025.322.116.625.321.016.0
Effective Green, g (s)27.824.631.025.322.116.625.321.016.0
Actuated g/C Ratio0.390.340.430.350.310.230.350.290.22
Clearance Time (s)5.96.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.02.04.52.04.5
Lane Grp Cap (vph)24911664441208376810534396741
v/s Ratio Prot0.010.11c0.02c0.21c0.020.020.010.05
v/s Ratio Perm0.060.10c0.060.010.04
v/c Ratio0.170.330.290.590.260.100.040.180.21
Uniform Delay, d114.117.512.619.018.321.715.318.822.8
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.10.30.11.00.10.00.10.10.2
Delay (s)14.217.812.720.018.421.815.318.923.0
Level of ServiceBBBCBCBBC
Approach Delay (s)17.518.918.822.0
Approach LOSBBBC
Intersection Summary
HCM 2000 Control Delay19.0HCM 2000 Level of ServiceB
HCM 2000 Volume to Capacity ratio0.45
Actuated Cycle Length (s) 71.8Sum of lost time (s)21.8
Intersection Capacity Utilization63.9%ICU Level of ServiceB
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Opening Year Build AM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)903607708510590
Future Volume (Veh/h)903607708510590
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.960.960.960.960.960.96
Hourly flow rate (vph)943758028910994
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10531133
pX, platoon unblocked0.950.950.95
vC, conflicting volume8911178401
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol7791081263
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %883886
cM capacity (veh/h)786176696
Direction, Lane #EB 1EB 2EB 3WB 1WB 2WB 3SB 1SB 2
Volume Total941881884014018910994
Volume Left94000001090
Volume Right0000089094
cSH78617001700170017001700176696
Volume to Capacity0.120.110.110.240.240.050.620.14
Queue Length 95th (ft)10000008612
Control Delay (s)10.20.00.00.00.00.053.811.0
Lane LOSBFB
Approach Delay (s)2.00.034.0
Approach LOSD
Intersection Summary
Average Delay 5.0
Intersection Capacity Utilization 42.1%ICU Level of Service A
Analysis Period (min)15
Kimley-HornPage 2
Opening Year Build AM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)454007951256055
Future Volume (vph)454007951256055
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.311.001.001.000.951.00
Satd. Flow (perm)55035053505162017521568
Peak-hour factor, PHF0.960.960.960.960.960.96
Adj. Flow (vph)474178281306257
RTOR Reduction (vph)00025052
Lane Group Flow (vph)47417828105635
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)76.376.369.169.18.28.2
Effective Green, g (s)76.376.369.169.18.28.2
Actuated g/C Ratio0.800.800.730.730.090.09
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)480281525491178151135
v/s Ratio Prot0.00c0.12c0.24c0.04
v/s Ratio Perm0.080.060.00
v/c Ratio0.100.150.320.090.420.04
Uniform Delay, d12.22.14.63.841.139.8
Progression Factor1.001.000.440.231.001.00
Incremental Delay, d20.00.10.20.10.70.0
Delay (s)2.22.22.31.041.839.8
Level of ServiceAAAADD
Approach Delay (s)2.22.140.9
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay5.1HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.33
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization46.6%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Opening Year Build AM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)8018020011537530275740155851580200
Future Volume (vph)8018020011537530275740155851580200
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.951.001.000.951.00
Frt1.001.000.851.000.991.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943466340035051568175235051516
Flt Permitted0.251.001.000.401.000.951.001.000.951.001.00
Satd. Flow (perm)464350515687113466340035051568175235051516
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)8318820812039131286771161891646208
RTOR Reduction (vph)0019103000640044
Lane Group Flow (vph)8318817120419028677197891646164
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)23.915.915.931.119.521.3113.9113.925.1117.7117.7
Effective Green, g (s)23.915.915.931.119.521.3113.9113.925.1117.7117.7
Actuated g/C Ratio0.130.080.080.160.100.110.600.600.130.620.62
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)11229313117635538121019392312171939
v/s Ratio Prot0.030.05c0.04c0.12c0.080.220.05c0.47
v/s Ratio Perm0.060.010.070.060.11
v/c Ratio0.740.640.130.681.180.750.370.100.390.760.17
Uniform Delay, d176.984.380.772.085.281.819.516.275.425.915.4
Progression Factor0.960.961.081.001.001.001.001.001.001.001.00
Incremental Delay, d220.35.80.88.4106.88.10.50.20.42.50.4
Delay (s)94.487.188.380.3192.089.920.016.575.828.515.8
Level of ServiceFFFFFFCBECB
Approach Delay (s)88.9167.336.029.3
Approach LOSFFDC
Intersection Summary
HCM 2000 Control Delay55.9HCM 2000 Level of ServiceE
HCM 2000 Volume to Capacity ratio0.81
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization86.9%ICU Level of ServiceE
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Opening Year Build PM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)75117524518048510518026528515518595
Future Volume (vph)75117524518048510518026528515518595
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Total Lost time (s)4.06.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.971.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)175234141752341117523505156817523327
Flt Permitted0.411.000.081.000.581.001.000.461.00
Satd. Flow (perm)756341414334111063350515688573327
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)77119925018449510718427029115818997
RTOR Reduction (vph)01300110001460630
Lane Group Flow (vph)771436018459101842701451582230
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)53.347.960.651.624.816.051.628.918.0
Effective Green, g (s)53.347.960.651.624.816.051.628.918.0
Actuated g/C Ratio0.510.460.580.500.240.150.500.280.17
Clearance Time (s)4.06.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.04.54.52.04.5
Lane Grp Cap (vph)44015762231697312540780332577
v/s Ratio Prot0.01c0.42c0.070.17c0.050.08c0.050.07
v/s Ratio Perm0.080.41c0.090.090.08
v/c Ratio0.170.910.830.350.590.500.190.480.39
Uniform Delay, d112.825.925.815.833.540.214.429.738.0
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.18.620.40.21.81.30.20.40.7
Delay (s)12.934.546.216.035.441.414.630.138.7
Level of ServiceBCDBDDBCD
Approach Delay (s)33.423.129.535.7
Approach LOSCCCD
Intersection Summary
HCM 2000 Control Delay30.6HCM 2000 Level of ServiceC
HCM 2000 Volume to Capacity ratio0.79
Actuated Cycle Length (s) 103.7Sum of lost time (s)20.0
Intersection Capacity Utilization89.4%ICU Level of ServiceE
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Opening Year Build PM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)1451470675125125135
Future Volume (Veh/h)1451470675125125135
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.980.980.980.980.980.98
Hourly flow rate (vph)1481500689128128138
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10471133
pX, platoon unblocked0.970.660.97
vC, conflicting volume8171735344
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol757907272
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %821480
cM capacity (veh/h)821148704
Direction, Lane #EB 1EB 2EB 3WB 1WB 2WB 3SB 1SB 2
Volume Total148750750344344128128138
Volume Left148000001280
Volume Right000001280138
cSH82117001700170017001700148704
Volume to Capacity0.180.440.440.200.200.080.860.20
Queue Length 95th (ft)160000014418
Control Delay (s)10.30.00.00.00.00.0100.411.4
Lane LOSBFB
Approach Delay (s)0.90.054.2
Approach LOSF
Intersection Summary
Average Delay 5.8
Intersection Capacity Utilization 54.2%ICU Level of Service A
Analysis Period (min)15
Kimley-HornPage 2
Opening Year Build PM
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)1251360630165140110
Future Volume (vph)1251360630165140110
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.371.001.001.000.951.00
Satd. Flow (perm)66235053505162017521568
Peak-hour factor, PHF0.980.980.980.980.980.98
Adj. Flow (vph)1281388643168143112
RTOR Reduction (vph)00057098
Lane Group Flow (vph)128138864311114314
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)72.972.962.762.711.611.6
Effective Green, g (s)72.972.962.762.711.611.6
Actuated g/C Ratio0.770.770.660.660.120.12
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)575268923131069213191
v/s Ratio Prot0.01c0.400.18c0.08
v/s Ratio Perm0.160.070.01
v/c Ratio0.220.520.280.100.670.07
Uniform Delay, d13.04.36.75.939.936.9
Progression Factor1.001.000.330.431.001.00
Incremental Delay, d20.10.70.20.26.40.1
Delay (s)3.15.02.52.746.337.0
Level of ServiceAAAADD
Approach Delay (s)4.82.542.2
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay7.8HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.56
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization54.7%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Opening Year Build PM
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)370695435180335603451795145951105145
Future Volume (vph)370695435180335603451795145951105145
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.951.001.000.951.00
Frt1.001.000.851.000.981.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943425340035051568175235051516
Flt Permitted0.171.001.000.161.000.951.001.000.951.001.00
Satd. Flow (perm)305350515682833425340035051568175235051516
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)378709444184342613521832148971128148
RTOR Reduction (vph)0024708000560056
Lane Group Flow (vph)378709197184395035218329297112892
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)56.232.932.943.525.225.0100.3100.315.090.390.3
Effective Green, g (s)56.232.932.943.525.225.0100.3100.315.090.390.3
Actuated g/C Ratio0.300.170.170.230.130.130.530.530.080.480.48
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)28860627120045444718508271381665720
v/s Ratio Protc0.180.200.090.120.10c0.52c0.060.32
v/s Ratio Permc0.210.130.120.060.06
v/c Ratio1.311.170.730.920.870.790.990.110.700.680.13
Uniform Delay, d158.278.574.364.780.879.944.422.585.338.627.9
Progression Factor1.210.960.931.001.001.001.001.001.001.001.00
Incremental Delay, d2160.591.39.241.317.38.918.70.312.42.20.4
Delay (s)231.2166.677.9106.098.188.863.122.897.840.828.2
Level of ServiceFFEFFFECFDC
Approach Delay (s)156.8100.664.443.5
Approach LOSFFED
Intersection Summary
HCM 2000 Control Delay87.4HCM 2000 Level of ServiceF
HCM 2000 Volume to Capacity ratio1.09
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization106.7%ICU Level of ServiceG
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)903607708510590
Future Volume (vph)903607708510590
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212121212
Total Lost time (s)4.04.04.04.04.04.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505156817521568
Flt Permitted0.221.001.001.000.951.00
Satd. Flow (perm)38535053505156817521568
Peak-hour factor, PHF0.960.960.960.960.960.96
Adj. Flow (vph)943758028910994
RTOR Reduction (vph)00054076
Lane Group Flow (vph)943758023510918
Turn Typepm+ptNANAPermProtPerm
Protected Phases7486
Permitted Phases486
Actuated Green, G (s)28.828.818.218.29.09.0
Effective Green, g (s)28.828.818.218.29.09.0
Actuated g/C Ratio0.630.630.400.400.200.20
Clearance Time (s)4.04.04.04.04.04.0
Vehicle Extension (s)3.03.03.03.03.03.0
Lane Grp Cap (vph)43022041392623344308
v/s Ratio Protc0.030.11c0.23c0.06
v/s Ratio Perm0.110.020.01
v/c Ratio0.220.170.580.060.320.06
Uniform Delay, d14.33.510.88.515.815.0
Progression Factor1.001.001.001.001.001.00
Incremental Delay, d20.30.00.60.00.50.1
Delay (s)4.53.611.48.516.315.0
Level of ServiceAABABB
Approach Delay (s)3.811.115.7
Approach LOSABB
Intersection Summary
HCM 2000 Control Delay9.5HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.44
Actuated Cycle Length (s) 45.8Sum of lost time (s)12.0
Intersection Capacity Utilization42.1%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 2
Opening Year Build PM - Signal at Herschel
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)1451470675125125135
Future Volume (vph)1451470675125125135
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212121212
Total Lost time (s)4.04.04.04.04.04.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505156817521568
Flt Permitted0.261.001.001.000.951.00
Satd. Flow (perm)47035053505156817521568
Peak-hour factor, PHF0.980.980.980.980.980.98
Adj. Flow (vph)1481500689128128138
RTOR Reduction (vph)000780111
Lane Group Flow (vph)14815006895012827
Turn Typepm+ptNANAPermProtPerm
Protected Phases7486
Permitted Phases486
Actuated Green, G (s)32.132.119.619.69.79.7
Effective Green, g (s)32.132.119.619.69.79.7
Actuated g/C Ratio0.640.640.390.390.190.19
Clearance Time (s)4.04.04.04.04.04.0
Vehicle Extension (s)3.03.03.03.03.03.0
Lane Grp Cap (vph)51122591379617341305
v/s Ratio Prot0.05c0.430.20c0.07
v/s Ratio Perm0.140.030.02
v/c Ratio0.290.660.500.080.380.09
Uniform Delay, d14.25.511.49.517.416.4
Progression Factor1.001.001.001.001.001.00
Incremental Delay, d20.30.70.30.10.70.1
Delay (s)4.56.211.79.518.116.6
Level of ServiceAABABB
Approach Delay (s)6.111.317.3
Approach LOSABB
Intersection Summary
HCM 2000 Control Delay8.8HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.66
Actuated Cycle Length (s) 49.8Sum of lost time (s)12.0
Intersection Capacity Utilization54.2%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 2
Horizon Year No-Build AM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)40310801156158010585455014575
Future Volume (vph)40310801156158010585455014575
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 111212111212111211111212
Total Lost time (s)5.96.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)169433971694344516943505151616943326
Flt Permitted0.281.000.491.000.541.001.000.701.00
Satd. Flow (perm)497339788034459663505151612423326
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)42323831206418310989475215178
RTOR Reduction (vph)022009000310600
Lane Group Flow (vph)42384012071501098916521690
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)27.724.530.725.124.719.025.120.416.8
Effective Green, g (s)27.724.530.725.124.719.025.120.416.8
Actuated g/C Ratio0.380.340.420.350.340.260.350.280.23
Clearance Time (s)5.96.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.02.04.52.04.5
Lane Grp Cap (vph)24211464341191385917524371769
v/s Ratio Prot0.010.11c0.02c0.21c0.020.030.010.05
v/s Ratio Perm0.060.10c0.070.010.03
v/c Ratio0.170.340.280.600.280.100.030.140.22
Uniform Delay, d114.518.013.019.616.920.315.719.422.6
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.10.30.11.10.10.00.00.10.3
Delay (s)14.718.313.120.717.120.315.719.422.8
Level of ServiceBBBCBCBBC
Approach Delay (s)17.919.718.022.2
Approach LOSBBBC
Intersection Summary
HCM 2000 Control Delay19.4HCM 2000 Level of ServiceB
HCM 2000 Volume to Capacity ratio0.46
Actuated Cycle Length (s) 72.6Sum of lost time (s)21.8
Intersection Capacity Utilization64.4%ICU Level of ServiceC
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Horizon Year No-Build AM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)15395825353015
Future Volume (Veh/h)15395825353015
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.960.960.960.960.960.96
Hourly flow rate (vph)16411859363116
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10531133
pX, platoon unblocked0.930.930.93
vC, conflicting volume8951114448
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol732968249
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %988698
cM capacity (veh/h)800227694
Direction, Lane #EB 1EB 2EB 3WB 1WB 2SB 1SB 2
Volume Total162062065733223116
Volume Left160000310
Volume Right000036016
cSH8001700170017001700227694
Volume to Capacity0.020.120.120.340.190.140.02
Queue Length 95th (ft)20000122
Control Delay (s)9.60.00.00.00.023.310.3
Lane LOSACB
Approach Delay (s)0.40.018.9
Approach LOSC
Intersection Summary
Average Delay 0.8
Intersection Capacity Utilization 33.9%ICU Level of Service A
Analysis Period (min)15
Kimley-HornPage 2
Horizon Year No-Build AM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)503507951356060
Future Volume (vph)503507951356060
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.311.001.001.000.951.00
Satd. Flow (perm)54635053505162017521568
Peak-hour factor, PHF0.960.960.960.960.960.96
Adj. Flow (vph)523658281416262
RTOR Reduction (vph)00028058
Lane Group Flow (vph)52365828113635
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)76.376.368.168.18.28.2
Effective Green, g (s)76.376.368.168.18.28.2
Actuated g/C Ratio0.800.800.720.720.090.09
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)489281525121161151135
v/s Ratio Prot0.00c0.10c0.24c0.04
v/s Ratio Perm0.080.070.00
v/c Ratio0.110.130.330.100.420.04
Uniform Delay, d12.22.15.04.141.139.8
Progression Factor1.001.000.440.231.001.00
Incremental Delay, d20.00.10.20.10.70.0
Delay (s)2.22.12.51.141.839.8
Level of ServiceAAAADD
Approach Delay (s)2.22.340.8
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay5.4HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.33
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization46.6%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Horizon Year No-Build AM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)6018018012539530260815165951740200
Future Volume (vph)6018018012539530260815165951740200
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.911.001.000.951.00
Frt1.001.000.851.000.991.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943468340050361568175235051516
Flt Permitted0.261.001.000.381.000.951.001.000.951.001.00
Satd. Flow (perm)482350515686743468340050361568175235051516
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)6218818813041131271849172991812208
RTOR Reduction (vph)0017303000680039
Lane Group Flow (vph)63188151304390271849104991813169
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)22.915.315.331.319.520.4114.4114.425.0119.0119.0
Effective Green, g (s)22.915.315.331.319.520.4114.4114.425.0119.0119.0
Actuated g/C Ratio0.120.080.080.160.100.110.600.600.130.630.63
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)10828212617435536530329442302195949
v/s Ratio Prot0.020.05c0.05c0.13c0.080.170.06c0.52
v/s Ratio Perm0.050.010.080.070.11
v/c Ratio0.580.670.120.751.240.740.280.110.430.830.18
Uniform Delay, d176.684.981.172.885.282.318.116.175.927.514.9
Progression Factor0.970.961.061.001.001.001.001.001.001.001.00
Incremental Delay, d25.17.00.714.1128.87.90.20.20.53.70.4
Delay (s)79.088.787.186.9214.090.218.316.376.431.215.3
Level of ServiceEFFFFFBBECB
Approach Delay (s)86.6185.233.131.8
Approach LOSFFCC
Intersection Summary
HCM 2000 Control Delay57.4HCM 2000 Level of ServiceE
HCM 2000 Volume to Capacity ratio0.87
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization91.1%ICU Level of ServiceF
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Horizon Year No-Build PM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)80125027017549090195290290135200105
Future Volume (vph)80125027017549090195290290135200105
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Total Lost time (s)4.06.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)175234111752342317523505156817523324
Flt Permitted0.411.000.081.000.521.001.000.461.00
Satd. Flow (perm)76234111443423953350515688463324
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)82127627617950092199296296138204107
RTOR Reduction (vph)0130090001500660
Lane Group Flow (vph)821539017958301992961461382450
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)53.547.960.451.425.916.951.428.218.0
Effective Green, g (s)53.547.960.451.425.916.951.428.218.0
Actuated g/C Ratio0.510.460.580.490.250.160.490.270.17
Clearance Time (s)4.06.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.04.54.52.04.5
Lane Grp Cap (vph)44515722221693306570775318575
v/s Ratio Prot0.01c0.45c0.070.17c0.060.080.040.07
v/s Ratio Perm0.080.40c0.110.090.08
v/c Ratio0.180.980.810.340.650.520.190.430.43
Uniform Delay, d112.827.526.216.033.239.814.630.038.3
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.117.817.90.23.71.30.20.30.9
Delay (s)12.945.344.116.236.941.114.830.439.2
Level of ServiceBDDBDDBCD
Approach Delay (s)43.622.730.236.5
Approach LOSDCCD
Intersection Summary
HCM 2000 Control Delay35.4HCM 2000 Level of ServiceD
HCM 2000 Volume to Capacity ratio0.85
Actuated Cycle Length (s) 103.9Sum of lost time (s)20.0
Intersection Capacity Utilization92.8%ICU Level of ServiceF
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Horizon Year No-Build PM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (veh/h)351640730403545
Future Volume (Veh/h)351640730403545
Sign ControlFreeFreeStop
Grade0%0%0%
Peak Hour Factor0.980.980.980.980.980.98
Hourly flow rate (vph)361673745413646
Pedestrians
Lane Width (ft)
Walking Speed (ft/s)
Percent Blockage
Right turn flare (veh)
Median typeNoneNone
Median storage veh)
Upstream signal (ft)10471133
pX, platoon unblocked0.950.610.95
vC, conflicting volume7861674393
vC1, stage 1 conf vol
vC2, stage 2 conf vol
vCu, unblocked vol677487264
tC, single (s)4.26.97.0
tC, 2 stage (s)
tF (s)2.23.53.3
p0 queue free %968893
cM capacity (veh/h)862297697
Direction, Lane #EB 1EB 2EB 3WB 1WB 2SB 1SB 2
Volume Total368368364972893646
Volume Left360000360
Volume Right000041046
cSH8621700170017001700297697
Volume to Capacity0.040.490.490.290.170.120.07
Queue Length 95th (ft)30000105
Control Delay (s)9.40.00.00.00.018.810.5
Lane LOSACB
Approach Delay (s)0.20.014.2
Approach LOSB
Intersection Summary
Average Delay 0.6
Intersection Capacity Utilization 55.3%ICU Level of Service B
Analysis Period (min)15
Kimley-HornPage 2
Horizon Year No-Build PM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)1351365590180155120
Future Volume (vph)1351365590180155120
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.391.001.001.000.951.00
Satd. Flow (perm)69335053505162017521568
Peak-hour factor, PHF0.980.980.980.980.980.98
Adj. Flow (vph)1381393602184158122
RTOR Reduction (vph)000640107
Lane Group Flow (vph)138139360212015815
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)72.572.562.162.112.012.0
Effective Green, g (s)72.572.562.162.112.012.0
Actuated g/C Ratio0.760.760.650.650.130.13
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)596267422911058221198
v/s Ratio Prot0.02c0.400.17c0.09
v/s Ratio Perm0.160.070.01
v/c Ratio0.230.520.260.110.710.08
Uniform Delay, d13.14.46.96.239.936.6
Progression Factor1.001.000.310.531.001.00
Incremental Delay, d20.10.70.20.28.80.1
Delay (s)3.25.22.43.448.736.7
Level of ServiceAAAADD
Approach Delay (s)5.02.643.4
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay8.4HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.58
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization55.1%ICU Level of ServiceB
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Horizon Year No-Build PM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)3807504401953456033019801551001220125
Future Volume (vph)3807504401953456033019801551001220125
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.911.001.000.951.00
Frt1.001.000.851.000.981.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943427340050361568175235051516
Flt Permitted0.161.001.000.161.000.951.001.000.951.001.00
Satd. Flow (perm)290350515682803427340050361568175235051516
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)3887654491993526133720201581021245128
RTOR Reduction (vph)0023208000570055
Lane Group Flow (vph)38876521719940503372020101102124573
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)56.532.532.544.525.524.2100.0100.015.090.890.8
Effective Green, g (s)56.532.532.544.525.524.2100.0100.015.090.890.8
Actuated g/C Ratio0.300.170.170.230.130.130.530.530.080.480.48
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)28659926820645943326508251381675724
v/s Ratio Protc0.190.220.100.120.10c0.400.06c0.36
v/s Ratio Permc0.220.140.130.060.05
v/c Ratio1.361.280.810.970.880.780.760.120.740.740.10
Uniform Delay, d157.878.875.864.880.880.335.622.885.640.227.2
Progression Factor1.220.960.921.001.001.001.001.001.001.001.00
Incremental Delay, d2179.1135.715.952.218.78.62.10.316.23.00.3
Delay (s)249.5211.585.8117.199.588.937.723.1101.843.227.5
Level of ServiceFFFFFFDCFDC
Approach Delay (s)185.4105.243.745.9
Approach LOSFFDD
Intersection Summary
HCM 2000 Control Delay86.9HCM 2000 Level of ServiceF
HCM 2000 Volume to Capacity ratio0.97
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization96.2%ICU Level of ServiceF
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Horizon Year Build AM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)403458013065010510585607014575
Future Volume (vph)403458013065010510585607014575
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 111212111212111211111212
Total Lost time (s)5.96.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.981.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)169434061694343216943505151616943326
Flt Permitted0.281.000.441.000.591.001.000.701.00
Satd. Flow (perm)4993406777343210523505151612423326
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)423598313567710910989627315178
RTOR Reduction (vph)0180011000390620
Lane Group Flow (vph)42424013577501098924731670
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)29.926.736.529.121.916.229.120.815.6
Effective Green, g (s)29.926.736.529.121.916.229.120.815.6
Actuated g/C Ratio0.400.350.480.390.290.210.390.280.21
Clearance Time (s)5.96.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.02.04.52.04.5
Lane Grp Cap (vph)24812064661324354753585373688
v/s Ratio Prot0.010.12c0.03c0.23c0.020.030.010.05
v/s Ratio Perm0.060.11c0.070.020.04
v/c Ratio0.170.350.290.590.310.120.040.200.24
Uniform Delay, d114.318.011.018.420.323.814.420.725.0
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.10.30.10.90.20.00.10.10.3
Delay (s)14.418.311.119.320.523.914.520.825.3
Level of ServiceBBBBCCBCC
Approach Delay (s)17.918.120.224.2
Approach LOSBBCC
Intersection Summary
HCM 2000 Control Delay19.3HCM 2000 Level of ServiceB
HCM 2000 Volume to Capacity ratio0.48
Actuated Cycle Length (s) 75.4Sum of lost time (s)21.8
Intersection Capacity Utilization66.1%ICU Level of ServiceC
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Horizon Year Build AM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)853958458510590
Future Volume (vph)853958458510590
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212121212
Total Lost time (s)4.05.05.05.05.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505156817521568
Flt Permitted0.201.001.001.000.951.00
Satd. Flow (perm)35435053505156817521568
Peak-hour factor, PHF0.960.960.960.960.960.96
Adj. Flow (vph)894118808910994
RTOR Reduction (vph)00053077
Lane Group Flow (vph)894118803610917
Turn Typepm+ptNANAPermPermPerm
Protected Phases748
Permitted Phases4866
Actuated Green, G (s)30.630.620.120.19.29.2
Effective Green, g (s)30.630.620.120.19.29.2
Actuated g/C Ratio0.610.610.400.400.180.18
Clearance Time (s)4.05.05.05.05.05.0
Vehicle Extension (s)3.03.03.03.03.03.0
Lane Grp Cap (vph)39221531414632323289
v/s Ratio Protc0.030.12c0.25
v/s Ratio Perm0.110.02c0.060.01
v/c Ratio0.230.190.620.060.340.06
Uniform Delay, d14.94.211.89.117.716.7
Progression Factor1.001.001.001.001.001.00
Incremental Delay, d20.30.00.90.00.60.1
Delay (s)5.24.212.79.118.316.8
Level of ServiceAABABB
Approach Delay (s)4.412.417.6
Approach LOSABB
Intersection Summary
HCM 2000 Control Delay10.6HCM 2000 Level of ServiceB
HCM 2000 Volume to Capacity ratio0.48
Actuated Cycle Length (s) 49.8Sum of lost time (s)14.0
Intersection Capacity Utilization45.6%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 2
Horizon Year Build AM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)504258651356060
Future Volume (vph)504258651356060
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.281.001.001.000.951.00
Satd. Flow (perm)50035053505162017521568
Peak-hour factor, PHF0.960.960.960.960.960.96
Adj. Flow (vph)524439011416262
RTOR Reduction (vph)00025058
Lane Group Flow (vph)52443901116635
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)76.376.368.168.18.28.2
Effective Green, g (s)76.376.368.168.18.28.2
Actuated g/C Ratio0.800.800.720.720.090.09
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)454281525121161151135
v/s Ratio Prot0.01c0.13c0.26c0.04
v/s Ratio Perm0.090.070.00
v/c Ratio0.110.160.360.100.420.04
Uniform Delay, d12.32.15.14.141.139.8
Progression Factor1.001.000.480.251.001.00
Incremental Delay, d20.00.10.30.10.70.0
Delay (s)2.32.22.71.141.839.8
Level of ServiceAAAADD
Approach Delay (s)2.22.540.8
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay5.3HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.36
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization48.5%ICU Level of ServiceA
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Horizon Year Build AM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)8519521512541030295815165951740220
Future Volume (vph)8519521512541030295815165951740220
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.911.001.000.951.00
Frt1.001.000.851.000.991.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943469340050361568175235051516
Flt Permitted0.251.001.000.361.000.951.001.000.951.001.00
Satd. Flow (perm)470350515686403469340050361568175235051516
Peak-hour factor, PHF0.960.960.960.960.960.960.960.960.960.960.960.96
Adj. Flow (vph)8920322413042731307849172991812229
RTOR Reduction (vph)0020503000690044
Lane Group Flow (vph)89203191304550307849103991813185
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)23.715.715.731.319.522.4114.0114.025.0116.6116.6
Effective Green, g (s)23.715.715.731.319.522.4114.0114.025.0116.6116.6
Actuated g/C Ratio0.120.080.080.160.100.120.600.600.130.610.61
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)11228912917035640030219402302150930
v/s Ratio Prot0.030.06c0.05c0.13c0.090.170.06c0.52
v/s Ratio Perm0.070.010.080.070.12
v/c Ratio0.790.700.140.761.280.770.280.110.430.840.20
Uniform Delay, d178.184.980.972.985.281.318.316.375.929.416.1
Progression Factor0.960.971.101.001.001.001.001.001.001.001.00
Incremental Delay, d229.28.50.916.7145.58.60.20.20.54.20.5
Delay (s)104.490.589.989.5230.889.818.516.576.433.616.6
Level of ServiceFFFFFFBBECB
Approach Delay (s)92.6199.534.733.8
Approach LOSFFCC
Intersection Summary
HCM 2000 Control Delay62.0HCM 2000 Level of ServiceE
HCM 2000 Volume to Capacity ratio0.89
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization93.1%ICU Level of ServiceF
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Horizon Year Build PM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)801290270190525110195290310165200105
Future Volume (vph)801290270190525110195290310165200105
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Total Lost time (s)4.06.04.05.94.05.95.94.06.0
Lane Util. Factor1.000.951.000.951.000.951.001.000.95
Frt1.000.971.000.971.001.000.851.000.95
Flt Protected0.951.000.951.000.951.001.000.951.00
Satd. Flow (prot)175234141752341417523505156817523324
Flt Permitted0.381.000.081.000.551.001.000.431.00
Satd. Flow (perm)699341414434141007350515687983324
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)821316276194536112199296316168204107
RTOR Reduction (vph)01300100001610660
Lane Group Flow (vph)821579019463801992961551682450
Turn Typepm+ptNApm+ptNApm+ptNAcustompm+ptNA
Protected Phases16527438
Permitted Phases62428
Actuated Green, G (s)53.547.960.451.425.716.751.429.818.7
Effective Green, g (s)53.547.960.451.425.716.751.429.818.7
Actuated g/C Ratio0.510.460.580.490.250.160.490.280.18
Clearance Time (s)4.06.04.05.94.05.95.94.06.0
Vehicle Extension (s)2.04.52.04.52.04.54.52.04.5
Lane Grp Cap (vph)41315632211677311559770328594
v/s Ratio Prot0.01c0.46c0.080.19c0.050.08c0.050.07
v/s Ratio Perm0.090.43c0.100.100.09
v/c Ratio0.201.010.880.380.640.530.200.510.41
Uniform Delay, d113.128.328.716.633.740.315.029.738.1
Progression Factor1.001.001.001.001.001.001.001.001.00
Incremental Delay, d20.125.329.30.33.21.50.20.60.8
Delay (s)13.253.658.016.936.841.815.230.338.9
Level of ServiceBDEBDDBCD
Approach Delay (s)51.726.430.235.9
Approach LOSDCCD
Intersection Summary
HCM 2000 Control Delay39.5HCM 2000 Level of ServiceD
HCM 2000 Volume to Capacity ratio0.86
Actuated Cycle Length (s) 104.6Sum of lost time (s)20.0
Intersection Capacity Utilization94.8%ICU Level of ServiceF
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 1
Horizon Year Build PM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)1451620740125125135
Future Volume (vph)1451620740125125135
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212121212
Total Lost time (s)4.05.55.55.55.55.5
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505156817521568
Flt Permitted0.271.001.001.000.951.00
Satd. Flow (perm)48835053505156817521568
Peak-hour factor, PHF0.980.980.980.980.980.98
Adj. Flow (vph)1481653755128128138
RTOR Reduction (vph)000700114
Lane Group Flow (vph)14816537555812824
Turn Typepm+ptNANAPermPermPerm
Protected Phases748
Permitted Phases4866
Actuated Green, G (s)40.640.628.328.310.610.6
Effective Green, g (s)40.640.628.328.310.610.6
Actuated g/C Ratio0.650.650.450.450.170.17
Clearance Time (s)4.05.55.55.55.55.5
Vehicle Extension (s)3.03.03.03.03.03.0
Lane Grp Cap (vph)47922871594713298267
v/s Ratio Prot0.04c0.470.22
v/s Ratio Perm0.160.04c0.070.01
v/c Ratio0.310.720.470.080.430.09
Uniform Delay, d14.87.111.89.623.121.7
Progression Factor1.001.001.001.001.001.00
Incremental Delay, d20.41.20.20.01.00.1
Delay (s)5.28.312.09.624.121.9
Level of ServiceAABACC
Approach Delay (s)8.011.722.9
Approach LOSABC
Intersection Summary
HCM 2000 Control Delay10.4HCM 2000 Level of ServiceB
HCM 2000 Volume to Capacity ratio0.72
Actuated Cycle Length (s) 62.2Sum of lost time (s)15.0
Intersection Capacity Utilization60.9%ICU Level of ServiceB
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 2
Horizon Year Build PM - Improvements
MovementEBLEBTWBTWBRSBLSBR
Lane Configurations
Traffic Volume (vph)1351435685180155120
Future Volume (vph)1351435685180155120
Ideal Flow (vphpl)190019001900190019001900
Lane Width 111212131212
Total Lost time (s)4.05.55.55.55.05.0
Lane Util. Factor1.000.950.951.001.001.00
Frt1.001.001.000.851.000.85
Flt Protected0.951.001.001.000.951.00
Satd. Flow (prot)169435053505162017521568
Flt Permitted0.351.001.001.000.951.00
Satd. Flow (perm)61635053505162017521568
Peak-hour factor, PHF0.980.980.980.980.980.98
Adj. Flow (vph)1381464699184158122
RTOR Reduction (vph)000640107
Lane Group Flow (vph)138146469912015815
Turn Typepm+ptNANAPermProtPerm
Protected Phases1628
Permitted Phases628
Actuated Green, G (s)72.572.562.162.112.012.0
Effective Green, g (s)72.572.562.162.112.012.0
Actuated g/C Ratio0.760.760.650.650.130.13
Clearance Time (s)4.05.55.55.55.05.0
Vehicle Extension (s)2.04.55.75.72.02.0
Lane Grp Cap (vph)542267422911058221198
v/s Ratio Prot0.02c0.420.20c0.09
v/s Ratio Perm0.180.070.01
v/c Ratio0.250.550.310.110.710.08
Uniform Delay, d13.24.67.16.239.936.6
Progression Factor1.001.000.360.521.001.00
Incremental Delay, d20.10.80.30.28.80.1
Delay (s)3.35.42.83.448.736.7
Level of ServiceAAAADD
Approach Delay (s)5.23.043.4
Approach LOSAAD
Intersection Summary
HCM 2000 Control Delay8.4HCM 2000 Level of ServiceA
HCM 2000 Volume to Capacity ratio0.60
Actuated Cycle Length (s) 95.0Sum of lost time (s)14.5
Intersection Capacity Utilization57.0%ICU Level of ServiceB
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 3
Horizon Year Build PM - Improvements
MovementEBLEBTEBRWBLWBTWBRNBLNBTNBRSBLSBTSBR
Lane Configurations
Traffic Volume (vph)4007654751953656037519801551001220155
Future Volume (vph)4007654751953656037519801551001220155
Ideal Flow (vphpl)190019001900190019001900190019001900190019001900
Lane Width 121212111212121212121211
Total Lost time (s)5.06.56.55.06.55.07.07.05.07.07.0
Lane Util. Factor1.000.951.001.000.950.970.911.001.000.951.00
Frt1.001.000.851.000.981.001.000.851.001.000.85
Flt Protected0.951.001.000.951.000.951.001.000.951.001.00
Satd. Flow (prot)17523505156816943431340050361568175235051516
Flt Permitted0.131.001.000.161.000.951.001.000.951.001.00
Satd. Flow (perm)247350515682803431340050361568175235051516
Peak-hour factor, PHF0.980.980.980.980.980.980.980.980.980.980.980.98
Adj. Flow (vph)4087814851993726138320201581021245158
RTOR Reduction (vph)0024607000570057
Lane Group Flow (vph)408781239199426038320201011021245101
Turn Typepm+ptNAPermpm+ptNAProtNAPermProtNAPerm
Protected Phases74385216
Permitted Phases44826
Actuated Green, G (s)56.532.532.544.525.526.8100.0100.015.088.288.2
Effective Green, g (s)56.532.532.544.525.526.8100.0100.015.088.288.2
Actuated g/C Ratio0.300.170.170.230.130.140.530.530.080.460.46
Clearance Time (s)5.06.56.55.06.55.07.07.05.07.07.0
Vehicle Extension (s)2.04.54.52.04.53.07.07.02.07.07.0
Lane Grp Cap (vph)27959926820646047926508251381627703
v/s Ratio Protc0.200.220.100.120.11c0.400.06c0.36
v/s Ratio Permc0.230.150.130.060.07
v/c Ratio1.461.300.890.970.930.800.760.120.740.770.14
Uniform Delay, d160.678.877.064.881.379.035.622.885.642.329.2
Progression Factor1.180.970.941.001.001.001.001.001.001.001.00
Incremental Delay, d2224.2146.926.452.225.29.12.10.316.23.50.4
Delay (s)295.7223.498.9117.1106.688.137.723.1101.845.829.7
Level of ServiceFFFFFFDCFDC
Approach Delay (s)205.0109.944.447.9
Approach LOSFFDD
Intersection Summary
HCM 2000 Control Delay93.9HCM 2000 Level of ServiceF
HCM 2000 Volume to Capacity ratio1.02
Actuated Cycle Length (s) 190.0Sum of lost time (s)23.5
Intersection Capacity Utilization98.2%ICU Level of ServiceF
Analysis Period (min)15
c Critical Lane Group
Kimley-HornPage 4
Note: For data points outside the graph range, check the minor street volume against the lower thresholds
Attachment D
Twin Lakes Station EAW March 2020
Attachment E
Twin Lakes Station EAW March 2020
¸
¸
¸
¸
004
693519441146
12
Bedroom
167189
Bedroom
Three
Three
4358332143576579
255 129 589
101
BedroomBedroom
TwoTwo
7980625292
71
111112105 549 116 489
BedroomBedroom
OneOne
.
00000 0 4740
15
StudioStudio
RatioRatio
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REQUEST FOR COUNCIL ACTION
Date: May 18, 2020
Item No.: 9.a
Department Approval City Manager Approval
Item Description: Approve Payments
1 B ACKGROUND
2 State Statute requires the City Council to approve all payment of claims. The following summary of claims
3 has been submitted to the City for payment.
4
Check Series # Amount
ACH Payments $397,196.50
96391-96537 $244,539.80
Total $641,736.30
5
6 A detailed report of the claims is attached. City Staff has reviewed the claims and considers them to be
7 appropriate for the goods and services received.
8 P OLICY O BJECTIVE
9 Under Mn State Statute, all claims are required to be paid within 35 days of receipt.
10 F INANCIAL I MPACTS
11 All expenditures listed above have been funded by the current budget, from donated monies, or from cash
12 reserves.
13 S TAFF R ECOMMENDATION
14 Staff recommends approval of all payment of claims.
15 R EQUESTED C OUNCIL A CTION
16 Motion to approve the payment of claims as submitted
17
18 Prepared by: Jason Schirmacher, Assistant Finance Director
19 Attachments: A: Checks for Approval
20
Page 1 of 1
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QUEST FOR CITY COUNCIL ACTION
RE
Agenda Date: May 18, 2020
Agenda Item: 9.b
Department Approval City Manager Approval
Item Description:Annual Variance Board Appointments
1 B ACKGROUND
2 Pursuant to Chapter 1014.04 (Board of Zoning Adjustments and Appeals) of the Roseville City
3 Code, the City Council annually nominates four members of the Planning Commission to serve
4 as the Roseville Variance Board.
5
6 On May 6, 2020, Planning Commissioners Pete Sparby, Michelle Pribyl, Michelle Kruzel, and
7 Karen Schaffhausen volunteered to serve as the 2020/21 Variance Board; Commissioner
8 Schaffhausen as alternate.
9
10 S TAFF R ECOMMENDATION
11 The Roseville Planning Commission recommends that the Roseville City Council ratifyPete
12 Sparby, Michelle Pribyl, Michelle Kruzel, and Karen Schaffhausen (alternate) as the Variance
13 Board serving from May 1, 2020 to April 1, 2021.
14
15 S UGGESTED C ITY C OUNCIL A CTION
16 By motion, ratify the selection of Roseville Planning Commissioners Pete Sparby, Michelle
17 Pribyl, Michelle Kruzel, and Karen Schaffhausen (alternate) as the Planning Commission
18 members appointed to serve as the Variance Board from May 1, 2020 to April 1, 2021
19
20 Prepared by: City Planner Thomas Paschke
9b RCA
Page 1 of 1
REQUEST FOR COUNCIL ACTION
Date: May 18, 2020
Item No.:9.c
Department Approval City Manager Approval
Item Description: Certify Unpaid Utility and Other Charges to the Property Tax Rolls
1 B ACKGROUND
2 As authorized by City Code, Sections 506, 801, 802, and 906, the City annually certifies to the County
3 Auditor any unpaid false alarm, water, sewer, and other charges that are in excess of 90 days past due, for
4 collection on the following year’sproperty taxes. Affected property owners are provided a hearing to
5 dispute any charges against their property.
6
7 Beginning in 2010, the City Council began approving certifications for delinquent utilities on a quarterly
8 basis. This ensures that any unpaid utilities are brought to the attention of new property owners in a more
9 timely fashion. It will also allow the City to record a lien against the property in the event that a property
10 goes into foreclosure and/or is being prepared for sale for other reasons.
11
12 Attached is the current list of delinquent charges. The charges on the list are for services provided through
13 November 30, 2019 and were due on December 31, 2019. Payments (along with accrued interest) received
14 in the Finance Office prior to June 12, 2020 will be accepted and not levied on the 2021 property taxes.
15 P OLICY O BJECTIVE
16 Certifying delinquent charges are required under City Code.
17 F INANCIAL I MPACTS
18 Not applicable.
19 S TAFF R ECOMMENDATION
20 Staff recommends approval of the attached resolution levying unpaid utility and other charges for collection
21 on the property taxes.
22 R EQUESTED C OUNCIL A CTION
23 Motion adopting the resolution approving the certification of unpaid utility and other charges to the County
24 Auditor for collection on the property taxes.
25
Prepared by:
Attachments: A: Resolution approving the certification of unpaid utility and other charges to Ramsey County
B: List of Delinquent Accounts - also noted as Schedule A on the Resolution
26
Page 1 of 3
27 EXTRACT OF MINUTES OF MEETING OF THE
28 CITY COUNCIL OF THE CITY OF ROSEVILLE
29
30* * * * * * * * * * *
31
32 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Roseville,
th
33 County of Ramsey, Minnesota was duly held on the 18 day of May, 2020 at 6:00 p.m.
34
35 The following members were present:
36 and the following were absent:
37
38 Member introduced the following resolution and moved its adoption:
39
40 RESOLUTION _______
41
42 RESOLUTION DIRECTING THE COUNTY AUDITOR TO
43 LEVY UNPAID WATER, SEWER AND OTHER CITY CHARGES FOR PAYABLE 2021 or
44 BEYOND
45
46 WHEREAS, the City Code of the City of Roseville, Sections 506, 801, 802, and 906 provides that the City
47 may certify to the County Auditor the amounts of unpaid sewer, water, and other charges to be entered as
48 part of the tax levy on said premises:
49
50 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Roseville, Minnesota, as
51 follows:
52
53
54 1. Exhibit "A" attached hereto and made a part thereof by reference is a list of parcels of real property
55 lying within the City limits which are served by the City of Roseville, and on which there are unpaid city
56 water, sewer, and other charges as shown on the attached Schedule A.
57
58 2. The Council hereby certifies said list and requests the Ramsey County Auditor to include in the real
59 estate taxes due the amount set forth in Schedule A.
60
61 The motion for the adoption of the foregoing resolution was duly seconded by member and upon a
62 vote being taken thereon, the following voted in favor thereof:
63
64 and the following voted against the same:
65
66 WHEREUPON, said resolution was declared duly passed and adopted.
67
Page 2 of 3
68 State of Minnesota)
69) SS
70 County of Ramsey)
71
72 I, undersigned, being the duly qualified City Manager of the City of Roseville, County of Ramsey, State of
73 Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of
th
74 a regular meeting of said City Council held on the 18 day of May, 2020 with the original thereof on file
75 in my office.
76
77 WITNESS MY HAND officially as such Manager this 18thday of May,2020.
78
79
80___________________________
81 Patrick Trudgeon
82 City Manager
83
84 Seal
85
Page 3 of 3
REQUEST FOR COUNCIL ACTION
Agenda Date: May 18, 2020
Agenda Item: 9.
Department Approval City Manager Approval
Item Description:Adopt a resolution approving an extension of the validation of the approval of
the Midland Legacy Estates Final Plat (PF19-003)
1
2 B ACKGROUND
3 The City Council rezoned 2433 County Road B to LDR-2 and adopted City Council Resolution
4 No. 11609 approving the Midland Legacy Estates plat on June 3, 2019; the final plat approval
5 resolution is included with this RCA as Attachment A.
6 City Code §1102.02.D.6 (Validation and Expiration of Final Approval) requires that an applicant
7 validates a final plat approval by filing the approved plat at Ramsey County within one year of
8 its approval and that the plat approval will automatically expire if it is not validated in this way.
9 Based on this provision in the subdivision code, the applicant would need to file the plat by June
10 3, 2020, in order to validate the approval and prevent its automatic expiration.
11 Notwithstanding the validation deadline, §1102.02.D.6 also allows the City Council to approve
12 extensions of the timeline if the applicant submits a written request to do so. Planning Division
13 staff has received a requestto extend the validation timeline for the Midland Legacy Estates final
14 plat approval, which is attached to this RCA as Attachment B. As explained in the request, an
15 easement encumbering the property was found after the final plat approval. The size and location
16 of this easement substantially interfere with development facilitated by the plat approval, and the
17 applicant is stillengaging with the title company to address this issue. The extension request also
18 indicates that the applicant expects to resolve the outstanding issues by the end of this summer
19 but an extension until December 3, 2020, could obviate additional extensions without adverse
20 consequences.
21 Staff would also note the Midland Legacy Estates final plat requested for extension herein is not
22 related to ongoing discussions regarding future development of the parcel at 2395 County Road
23 B, which is located on the east side of Eustis Street N. While the developer is the same, and the
24 land of Midland Legacy Estates could be explored for meeting the park land needs of the
25 proposed plat of 2395 County Road B, the merits of the projects are different.
9f RCA
Page 1 of 2
26 R ECOMMENDED A CTION
27 Adopt a resolutionapproving an extension of the validation of the approval of the Midland
28 Legacy Estates Final Plat of the residential property at 2433 County Road B,based on the
29 content of this RCAandthe public record, with the followingconditions.
30 a)The applicant shall pay the $20,000 Park Dedication Fee before theapprovedfinal plat is
31 released for filing at Ramsey County.
32 b)The applicant shall create a homeowners’ association or similar organizational structure
33 to ensure the proper maintenance of the storm water management practices that will be
34 implemented pursuant to an approved storm water management plan.
35 c)Future platting of the proposed Outlot A will elicit an additional park dedication fee for
36 each development lot platted within or including Outlot A; such park dedication fee(s)
37 shall be paid by the applicant at that time.
38 A LTERNATIVE A CTIONS
39 A)Pass a motion to table the item for future action.An action to table must be based on
40 the need for additional information or furtheranalysis to make a decisionon the request.
41 Tabling beyond June 3, 2020, may allow the approval to expire before the City Council
42 has taken action on the request to extend the validation timeline.
43 B)Adopt a resolutionto denythe request.A denialshould be supported by specific
44 findings of fact based on the City Council’sreview of the application, applicable zoning
45 or subdivision regulations, and the public record.
Exhibits:A:Resolution #11609B:Applicant’s extension request
C:Draft extension resolution
Prepared by:Senior Planner Bryan Lloyd
651-792-7073
bryan.lloyd@cityofroseville.com
9f RCA
Page 2of 2
RCA Attachment A
Page 1 of 3
RCA Attachment A
Page 2 of 3
NORTH
So if you will need more time to file that plat, please send me a letter or email requesting an extension
of the validation timeline, indicating why you haven’t been able to file the plat, and identifying a
timeline in which you might reasonably be able to resolve the outstanding issues and file the plat. As it
happens, the only meetings City Council’s schedule before June 3 are on May 11 and May 18. If you
can submit your extension request by next Tuesday, May 12, we should be able to put it on the City
Council’s May 18 agenda.
Bryan Lloyd, Senior Planner
651-792-7073
City of Roseville
2660 Civic Center Drive
Roseville, MN 55113
RCA Attachment C
Page 1 of 2
RCA Attachment C
Page 2 of 2
REQUEST FOR COUNCIL ACTION
Date: May 18, 2020
Item No.:9.e
Department Approval City Manager Approval
Item Description:Approval of a Memorandum of Understanding for Benefit Administration System
1 B ACKGROUND
2 At the February 10, 2020 meeting, City Council approved a contract with Springbrook for a Human
3 Resource System(HRIS). At that time, staff had indicated that although the 2020 budget included
4 dollars for a benefit administration system, the intent was to evaluate Springbrook for a full year to
5 determine if a Benefit Administration system was necessary knowing that many HRIS systems need
6 an add-on to assist with open enrollment for employees as well as creating, managing and updating
7 employee benefits programs.
8
9 During the course of the Springbrook HRIS implementation, it became apparent that the
10 Springbrook system was not equipped to handle our open enrollment needs. Springbrook’s main area
11 of focus is financial systems and although they have an HR module that is sufficient for our core
12 HRIS needs, their system is not designed to be used for benefits, human resources reporting or open
13 enrollment.
14
15 Previously staff had researched and received demonstrations of a variety of Benefit Administration
16 systems and had narrowed it down to one that was both cost efficient for an organization of our size
17 as well as met the needs of our benefit plan systems and was user friendly. Staff re-evaluated this
18 system, called BSwift, to compare it to the Springbook system. After reviewing it again, staff
19 determined that the stand-alone benefit administration system offered several different attributes that
20 would increase efficiencies, timliness, reporting and compliance with federal and state regulations.
21
22 The added attraction is that our current benefits broker, NFP, is the parent company of the BSwift
23 system. NFP has been a partner with the City of Roseville for many years and has provided excellent
24 service and developed a long-standing positive relationship with staff. In addition, by utilizing a
25 system that works in coordination with our benefits broker, there are additional efficiencies at
26 renewal periods. The NFP stand-alone benefit administration system provides comprehensive
27 benefits carrier feeds, ACA recordkeeping and reporting, options to integrate with our current
28 payroll system as well as robust reporting that staff felt was significantly better than the current
29 system as well as the limited option provided by Springbrook.
30
31 In order to begin working on an implementation timeline to have the benefit administration system
32 ready for the 2020 open enrollment period, NFP requires an initial Memorandum of Understanding
33 (MOU) be signed before they begin commiting hours of work to the project. The purpose of the
34 MOU is to clearly identify the roles and responsibilities of each party as they relate to
35 implementation of the system and outlines:
Page 1 of 3
36
37 System features
38 Pricing
39 Responsibilities
40 Projected implementation timing
41
42 It should be noted that later this summer Council will be asked to approve a final agreement with
43 NFP that details the terms and conditions of the contract prior to “going live”; specifies a more
44 detailed pricing plan based on the work completed, as well as approves a Business Associate
45 agreement that is required based off of federal HIPAA regulations.
46 P OLICY O BJECTIVE
47 Utilizing a Benefit Administration system with improved functionality allows staff to focus on
48 human capital and organizational needs rather than manual and paper-based tasks.
49 B UDGET I MPLICATIONS
50 Costs are based on hours of work, and dependent upon a per employee/per month cost. The table
51 below outlines how the cost is determined. The column on the far right is a staff estimate of the costs
52 based. Costs will be further defined after going through project review, and when the Associate
53 Agreement and HIPAA agreement are brought forth for Council approval later this year. The 2020
54 capital budget has sufficient funds allocated for the implemetation.
55
Cost Staff Estimated Cost*
Waived, provided implementation is
• bswift System Setup
completed
in < 90days
• Standard manager access including employee self-$3.25 PEPM $8,775
service
• Account Management Support (Monday – Friday 8:00-Included
5:00 CST)
$2,500 implementation fee and $1,250$2500
• ACA Reporting Suite Setup*
annual
recurring in subsequent years
$5,000 implementation fee and $2,500$5000
• ACA Reporting + Hours Tracking Suite Setup*
annual
recurring in subsequent years
• ACA Reporting Suite Ongoing* $0.15 PEPM $405
$0.35 PEPM Benefits Eligible $945
• ACA Reporting + Hours Tracking Suite Ongoing*
$0.15 PEPM Non Benefits Eligible
$250 per Benefit Class during $1000
•Defined ContributionSetup
initial implementation and subsequent
renewals
• Defined Contribution Modeling ToolOngoing$0.20 PEPM $675
• Electronic Data Interchange (EDI) Development @ $125
per hour
- Medical/Vision - HealthPartners 6 to 8 hours $750-$1000
- Dental - Delta 4 to 6 hours $500-$750
- Health Savings Account – AmeriBank8 to 10 hours $1000-$1250
- Flexible Spending Account/Transit – 10 to 12 hours $1250 - $1500
Medsurity
- HRA – MidAmerica 10 to 12 hours $1250 - $1500
- Ancillary (Life/Disability) – Cigna** 10 to 12 hours $1250 - $1500
- COBRA 10 to 12 hours $1250 - $1500
- Payroll (Outbound Deduction File) - 10 to 12 hours $1250 - $1500
Springbrook
- Demographic File (Ongoing) –Springbrook 4 to 8 hours $500 - $1000
TOTAL ESTIMATED IMPLEMENTATION COSTS $18,500*
TOTAL ESTIMATED RENEWAL COSTS $4,750*
TOTAL ESTIMATED OPERATIONAL COSTS $10,800*
(annually)
56 *These costs are staff estimates and will be further refined during the project implementation process and brought forward for council approval
Page 2 of 3
57 The cost savings achieved by moving to the BSwift benefits administration system allows the annual
58 operational costs for the benefit administration system to remain minimal while achieving
59 significantly more accurate, timely and efficient human resources services.
60 S TAFF R ECOMMENDATION
61 Staff recommends authorizing the City Manager to sign the MOU with NFP for a Benefit
62 Administration System implementation plan.
63 R EQUESTED C OUNCIL A CTION
64 Authorize the City Manager to sign the MOU with NFP for a Benefit Administration System
65 implementation plan.
66 Prepared by: Rebecca Olson, Assistant City Manager
67 Attachments: A: Memorandum of Understanding between NFP and City of Roseville
68
Page 3 of 3
MEMORANDUM OF UNDERSTANDING (MOU)
Between
NFPandThe City of Roseville
This is an agreement between NFP Insurance Services, Inc.,hereinafter called NFPand The City of Roseville,hereinafter
called CLIENT.
I.PURPOSE & SCOPE
The purpose of this MOU is to clearly identify the roles and responsibilities of each party as they relate to the
implementation of bswift, a web based enrollment and eligibility software.
In particular, this MOU is intended to outline:
System features
Pricing
Responsibilities
timing
II.BACKGROUND
NFP, through its Benefits Administration Services division, is being contracted to implement the bswift platform on
behalf of Client.bswiftis a web-based enrollment and eligibility tool that has been developed to assist employers with
the management of their human resource tasks as they relate to the enrollment and communication of their employee
benefits programs. Although the tool isconstructed to help streamline the activities related to the benefits administration
process it is not a replacement of all process oversight. It is expected that Clientwill continue to be actively involved in
the monitoring and approval of all benefits administration activity.
III.SYSTEM CONFIGURATION
bswift configuration to include:
Cost
Waived, provided implementation is completed
in < 90 days
-service$3.25PEPM
Account Management Support (Monday Friday 8:00-5:00 CST)Included
$2,500 implementation fee and $1,250 annual
Reporting Suite Setup*
recurring in subsequent years
$5,000 implementation fee and $2,500 annual
A Reporting+ Hours TrackingSuite Setup*
recurring in subsequent years
*$0.15 PEPM
$0.35 PEPM Benefits Eligible
+ Hours TrackingSuite Ongoing*
$0.15 PEPM NonBenefits Eligible
$250 per Benefit Class during initial
implementation and subsequent renewals
Ongoing$0.20 PEPM
125per hour
6 to 8 hours
-Medical/Vision -HealthPartners
4 to 6 hours
-Dental -Delta
8 to 10 hours
-Health Savings Account AmeriBank
10 to 12 hours
-Flexible Spending Account/Transit Medsurity
10 to 12 hours
-HRA MidAmerica
10 to 12 hours
-Ancillary (Life/Disability) Cigna**
10 to 12 hours
-COBRA
10 to 12 hours
-Payroll (Outbound Deduction File) -Springbrook
4 to 8 hours
-Demographic File (Ongoing) Springbrook
*Additional fees for ACA filing and fulfillment will apply. Those fees are determined on an annual basis by the third
party vendor.
**Development cost is eliminated when self-bill is initiated with the vendor. As a self-billed customer, billing functionality
ould
be noted this option may not be available to all clients with all vendors.
The system will contain up to 20 different benefit plans and 5 different benefit classes at the quoted cost.
NFP will commence billing any applicable setup fees, along with the PEPM fee outlined above, one month prior to the
All hourly estimates above assume the establishment of one feed per carrier/vendor with the exception of COBRA. If it
is determined that multiple feeds are needed for one carrier/vendor, then each will be assessed its own fee and the
associated hourly charges will apply.
The timeline for establishment of the EDI begins once all requested EDI documentation is received from the applicable
carriers, a signed contract is returned, mapping completed and the system is loaded with employee data.
NOT included in the system configuration:
Ask Emma
Call Center
Total Compensation Statements
hrBoost
Secondary Language
IV. RESPONSIBILITIES UNDER THIS MOU
Client shall:
Fully cooperate and assist NFP with the exchange of plan and eligibility information, including but not limited to,
information related to plan designs, plan premiums, employee and employer contributions and marketing material.
Provide all current requested data (new plan rates, contributions by May 22, 2020.
Assume responsibility for testing site functionality prior to deployment.
Fully cooperate and assist NFP with the exchange of certain employee and dependent data, including but not limited
to, demographic and enrollment information.
Manage employee and dependent data contained in the system after the initial data imports.
Remain responsible for managing any and all enrollment changes with the vendor(s) prior to the EDI files moving to
production.
V. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT:
The August 07, 2020.
Such live date refers to the time when the system is operational for administrators and employee self-service and does
not include any potential Electronic Data Interchange (EDI) connections.
Such live date is based on the ability of all parties to adhere to the various milestones provided in preliminary timeline
(attached). Any delay will result in an adjustment to the
Project will commence only when this MOU is executed and the initial data request is received by NFP.
VI. EFFECTIVE DATE AND SIGNATURE
The parties hereto shall execute such other and further documents as may be typical for an agreement of this type and
may reasonably be requested by any party hereto in order to implement or further assure the terms hereof, including a
more formal Administrative Agreement to be prepared by NFP.
Signatures and dates
NFP Insurance Services, Inc. The City of Roseville
_____________________________ _____________________________
Date Date
_____________________________ _____________________________