October 6, 2021 Regular Board Packet

Regular Meeting of the Capitol Region Watershed District (CRWD) Board of Managers, for Wednesday, October 6, 2021, 7:00 p.m.

CRWD has returned to in-person Board of Managers meetings. The public is invited to attend in-person as well.

Currently a virtual attendance option is not available. Masks will be required for everyone attending.

Please visit www.capitolregionwd.org to get additional CRWD COVID-19 information.

Materials Enclosed REGULAR MEETING AGENDA (7:00)

I.

Call to Order of Regular Meeting (President Joe Collins) A) Attendance B) Review, Amendments, and Approval of the Agenda

II.

Public Comment A) Public Comment For Items not on the Agenda (Please observe a limit of three minutes per person.)

III.

Permit Applications and Program Updates (Permit Process: 1) Staff Review/Recommendation, 2) Applicant Response, 3) Public Comment, and 4) Board Discussion and Action.)

A) B) C) D)

21-023 Lower Landing Dog Park and Trail – Review Period Extension (Hosch) 21-025 The Hollows (Hosch) 21-031 MnDOT ADA Improvements (Hosch) 21-032 Highland Bridge Rowhomes 3rd Addition (Hosch)

IV.

Special Reports – Capitol Area Comprehensive Plan and Stormwater Management Study (Eleria)

V.

Action Items A) Approve Minutes of the September 15, 2021, Regular Meeting (Sylvander) B) Approve Accounts Payable/Receivable for Mid-September 2021 (Sylvander) C) Approve General Obligation Bond Sale (Eleria) D) Approve Amendment with Barr Engineering for Construction Engineering Services and Authorize Notice of Award and Order Construction for TBI Repair Project – St. 28+65 to 52+80 (Eleria) E) Approve Grant Award to Great River Passage Conservancy for River Learning Center and River Balcony (Eleria/Bromelkamp) F) Approve Grant Award to Safe City for the Lily Pad Project (Lundgren) G) Approve Amendments to Science Museum Feasibility Study Agreements (Zwonitzer)

VI.

Unfinished Business A) Watershed Based Implementation Funding Update (Collins)

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District

VII.

General Information A) Board of Manager’s Updates B) Administrator’s Update

VIII. Next Meetings A) Wednesday, October 13, 2021, 7:00 PM – CAC Meeting B) Wednesday, October 20, 2021, 7:00 PM – Regular Meeting IX.

Adjournment

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District

October 6, 2021 III. Permits A.) Lower Landing Dog Park and Trail 2nd Review Extension Request (Hosch)

DATE: TO: FROM: RE:

September 28, 2021 CRWD Board of Managers Elizabeth Hosch 2nd 60-day Review Period Extension for Permit 21-023

Background The current review period for Permit 21-023 Lower Landing Dog Park and Trail expires on 10-13-2021.

Issues The applicant requested an extension to the 60-day review period prior to the expiration. The applicant has requested the additional time to complete the required conditions.

Requested Action Approve 60-day review period extension for Permit 21-023 Lower Landing Dog Park and Trail to expire December 12, 2021.

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Our Mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

Capitol Region Watershed District Applicant:

Johnny Opara JO Companies, LLC 3640 Dunbar Knoll Brooklyn Park, MN 55443

Permit 21-025 The Hollows Consultant: Bob Barth WSB 701 Xenia Ave S UNIT 300 Golden Valley, MN 55416

Payne

Description: Construction of apartment building with underground parking, above ground parking, and underground chamber system for stormwater treatment and rate control.

Stormwater Management: 1 underground infiltration system District Rule: —C, D, F Disturbed Area: 1.03 Acres Impervious Area: 0.74 Acres STAFF RECOMMENDATION: Approve with 7 Conditions: 1. Receipt of $3,700 surety.

2. Receipt of documentation of maintenance agreement recorded with Ramsey County.

3. Provide approved plans signed by a professional engineer per the Minnesota Board of AELSLAGID. 4. Provide a copy of the NPDES permit.

5. Revise site-specific maintenance plan to include maintenance of the StormTech system when the system no longer meets the 48-hour drawdown requirement.

6. Revise Plans to address items a.-d. on the 9/28/21 permit report.

7. Revise stormwater management design to satisfy CRWD freeboard requirements. Low opening into underground parking structure (763.2‘) must be a minimum of two feet above the 100-year flood elevation (762.46‘) or one foot above the emergency overflow (763.2’).

Permit Location Permit Report 21-025

Aerial Photo Board Meeting Date: 10/06/2021

Capitol Region Watershed District Permit Report CRWD Permit #:

21-025

Review date:

September 28, 2021

Project Name:

The Hollows

Applicant:

Johnny Opara JO Companies, LLC 3640 Dunbar Knoll Brooklyn Park, MN 55443 (612) 743-5392 johnny.opara@jocompanies.org

Purpose:

Removal of all existing impervious on site and construction of an apartment building with above and below ground parking. Permanent stormwater management consists of an underground StormTech Infiltration system.

Location:

520 Payne Avenue, St. Paul, MN

Applicable Rules:

C, D, and F

Recommendation:

Approve with 7 Conditions

EXHIBITS: 1. Civil Plans (Sheets CG101, CU101), by WSB, dated 7/9/21, recv. 7/20/21.

2. Civil Plans (18 Sheets), by WSB, dated 8/31/21, recv. 9/21/21.

3. Stormwater Management Plan, by WSB, dated 9/15/21, recv. 9/27/21.

4. Geotechnical Report, by WSB, dated 11/16/20, recv. 8/16/21.

5. Phase II Environmental Site Assessment Report, by Braun Intertec, dated 11/18/19, recv.

8/16/21.

6. Limited Phase II Environmental Site Assessment and Preliminary Geotechnical Assessment, by Bruan Intertec, dated 10/21/03, recv. 8/16/21.

7. Phase II Environmental Site Assessment and VRAP Implementation Report, by Bruan Intertec, dated 12/28/05, recv. 8/16/21.

8. Plumbing Plan (Sheets 07-P-1.01 & 07-P-1.04), by Doran Architecture, dated 9/3/2021, recv. 9/21/21.

9. Woodward Ave Vacation Documents, by City of St. Paul, dated 3/15/16, recv. 9/21/21.

10. Setback Guidelines, by unknown, not dated, recv. 9/21/21.

11. Operations and Maintenance Plan (12 Pages), by WSB, not dated, recv. 9/21/21.

12. Bedrock and Surficial Hydrology Maps, by Minnesota Geological Survey, dated 1992, recv. 9/21/21.

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HISTORY & CONSIDERATIONS: None.

RULE C: STORMWATER MANAGEMENT Standards  Proposed discharge rates for the 2-, 10-, and 100-year events shall not exceed existing rates.  Developments and redevelopments must reduce runoff volumes in the amount equivalent to an inch of runoff from the impervious areas of the site.  Stormwater must be pretreated before discharging to infiltration areas to maintain the long-term viability of the infiltration area.  Developments and redevelopments must incorporate effective non-point source pollution reduction BMPs to achieve 90% total suspended solid removal.

Findings 1. A hydrograph method based on sound hydrologic theory is used to analyze runoff for the design or analysis of flows and water levels.

2. Runoff rates for the proposed activity do not exceed existing runoff rates for the 2-, 10-, and 100-year critical storm events. Stormwater leaving the project area is discharged into a well-defined receiving channel or pipe and routed to a public drainage system.

3. Stormwater runoff volume retention is achieved onsite in the amount equivalent to the runoff generated from 1.1-inch of rainfall over the impervious surfaces of the development. a. The amount of proposed impervious is 32,390 ft2. b. Volume retention required: 32,390 ft2 x 1.1 inches x 1 ft/12 inches = 2,969 ft3 Table 1. Proposed volume retention through abstraction (i.e. infiltration, reuse).

Volume Volume Retention 1.1-inch Retention BMP Provided below Runoff Required (ft3) outlet (ft3) (ft3) Underground StormTech DC-780 4,717 2,438 2,969 Total 4,717 ft3 a. Banking of excess volume retention is not proposed. b. Infiltration volume and facility size has been calculated using the appropriate hydrologic soil group classification and design infiltration rate. c. The infiltration area is capable of infiltrating the identified volume within 48 hours. d. Stormwater runoff is pretreated to remove solids before discharging to infiltration areas. e. The Hantush groundwater mound spreadsheet predicts a mound depth of approximately 0.5 feet at the building footprint of 597 7th St E, St. Paul, MN. MnTOPO shows a surface elevation of approximately 774’ at the building.

Assuming groundwater at 749’ (per Soil Borings PB-5), the predicted groundwater mound would be 749.5’.

4. Alternative compliance sequencing has not been requested.

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2.5-inch Runoff (ft3) 5,540

5. Best management practices achieve 90% total suspended solids removal from the runoff generated on an annual basis.

6. A maintenance agreement recorded with Ramsey County has not been submitted.

7. Adequate maintenance access is provided for the underground system. A sitespecific plan, schedule, and narrative for maintenance of the proposed stormwater management practices has been submitted but is not sufficient.

RULE D: FLOOD CONTROL Standards  Compensatory storage shall be provided for fill placed within the 100-year floodplain.  All habitable buildings, roads, and parking structures on or adjacent to a project site shall comply with District freeboard requirements.

Findings 1. There is no floodplain on the property according to FEMA. 2. All habitable buildings, roads, and parking structures on or adjacent to the project site comply with CRWD freeboard requirements.

RULE E: WETLAND MANAGEMENT Standard  Wetlands shall not be drained, filled (wholly or in part), excavated, or have sustaining hydrology impacted such that there will be a decrease in the inherent (existing) functions and values of the wetland.  A minimum buffer of 25 feet of permanent nonimpacted vegetative ground cover abutting and surrounding a wetland is required.

Findings 1. There are no known wetlands located on the property.

RULE F: EROSION AND SEDIMENT CONTROL Standards  A plan shall demonstrate that appropriate erosion and sediment control measures protect downstream water bodies from the effects of a land-disturbing activity.  Erosion Control Plans must adhere to the MPCA Protecting Water Quality in Urban Areas Manual.

Findings 1. Erosion and sediment control measures are not consistent with best management practices, as demonstrated in the MPCA manual Protecting Water Quality in Urban Areas.

2. Adjacent properties are not protected from sediment transport/deposition.

3. Wetlands, waterbodies and water conveyance systems are not protected from erosion/sediment transport/deposition.

4. Total disturbed area is 1.03 acres; an NPDES permit is required. A SWPPP has been submitted but is not sufficient.

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RULE G: ILLICIT DISCHARGE AND CONNECTION Standard  Stormwater management and utility plans shall indicate all existing and proposed connections from developed and undeveloped lands for all water that drains to the District MS4.

Findings 1. New direct connections or replacement of existing connections are not proposed.

2. Prohibited discharges are not proposed.

Recommendation: Approve with 7 Conditions Conditions: 1. Receipt of $3,700 surety.

2. Receipt of documentation of maintenance agreement recorded with Ramsey County.

3. Provide approved plans signed by a professional engineer per the Minnesota Board of AELSLAGID. 4. Provide a copy of the NPDES permit.

5. Revise site-specific maintenance plan to include maintenance of the StormTech system when the system no longer meets the 48-hour drawdown requirement.

6. Revise Plans to address the following: a. Revise erosion control plan to include inlet protection in catch basins at the northwest, northeast, and southeast corners of the intersection of Payne Avenue and Woodward Avenue (see screenshot below).

b. Revise SWPPP to include the following: i. Excavation of infiltration areas shall be completed using a backhoe with a toothed bucket.

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ii. Native soils in infiltration areas shall be de-compacted to a minimum depth of 18 inches. iii. Infiltration perimeter control and erosion control practices shall remain in place until the final completion of the project or vegetation has been established (whichever is later). iv. Installation of infiltration practices shall be done during periods of dry weather and completed before a rainfall event. Placement of engineered soils shall be on dry native soil only. v. The bottom excavation surface of infiltration areas shall be level without dips or swales. vi. During construction, stormwater must be routed around infiltration areas until all construction activity has ceased and tributary surfaces are cleaned of sediment. It is required that impervious area construction is completed, and pervious areas established with dense and healthy vegetation prior to introduction of stormwater into a vegetated infiltration practice. c. Revise rim elevations or grading plan elevations to correspond. Several structure rim elevations do not match the grading plan. For example, STCB 8 Rim is 763.6’ on Sheet CU101, but is located below the 763-contour line. Another example is STCB 4 Rim is 770.28’ on Sheet CU101 but is 770.48’ on Sheet CG101. These elevations will be used to determine if the site meets freeboard requirements, referenced in Condition 7. d. Label emergency overflow location and elevation for the underground infiltration system on Sheet CG101.

7. Revise stormwater management design to satisfy CRWD freeboard requirements. Low opening into underground parking structure (763.2‘) must be a minimum of two feet above the 100-year flood elevation (762.46‘) or one foot above the emergency overflow (763.2’).

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Capitol Region Watershed District Applicant:

Hunter Smoak Minnesota Department of Transportation 1500 West County Rd B2 Roseville, MN 55113

Permit 21-031 MnDOT ADA Improvements Consultant: NA

Description: ADA intersection work, pavement rehabilitation, signal and lighting work, drainage preservation.

Stormwater Management: banking and cost cap from 21-011 District Rule: C, D, F Disturbed Area: 2.65 Acres Impervious Area: 0.37 Acres STAFF RECOMMENDATION: Approve with 1 Conditions: 1. Provide a copy of the NPDES permit.

Aerial Photo

Permit Location

Permit Report 21-031

Board Meeting Date: 10/06/2021

Capitol Region Watershed District Permit Report

CRWD Permit #:

Review date:

Project Name:

Applicant:

Purpose:

Location:

21‐031 September 14, 2021 MnDOT SP6283‐255 ADA Hunter Smoak Minnesota Department of Transportation 1500 West County Rd B2 Roseville, MN 55113 651‐234‐7535 Hunter.Smoak@state.mn.us ADA intersection work, minor pavement rehabilitation, signal and lighting work, drainage preservation.

TH 94 from Western Ave to Mounds Blvd. and TH 35 from 10th Street Bridge to University Ave bridge in St. Paul, MN.

Applicable Rules: C, D, and F

Recommendation: Approve with 1 Condition

EXHIBITS:

1. SP6283‐255 Plan Set (245 Sheets), by MnDOT, dated 8/10/21, recv. 9/13/21.

2. Permit Submittal Letter, by MnDOT, dated 9/9/21, recv. 9/13/21.

3. Reconstruction Area Table, by MnDOT, not dated, recv. 9/13/21.

4. Microstation File with Reconstructed Area, not dated, recv. 9/13/21.

HISTORY & CONSIDERATIONS:

This project was originally part of SP6283‐247 (Permit 21‐011) but was removed due to scheduling conflicts. Permit 21‐011 exceeded the cost cap ($28,500) by $105,455.92 and exceeded the required iron‐enhanced filtration volume (1,897 ft3) by 1,089 ft3.

The applicant is requesting for CRWD to consider excess treatment volume and cost from Permit 21‐011 to apply towards this permit (21‐031).

RULE C: STORMWATER MANAGEMENT Standards  Proposed discharge rates for the 2‐, 10‐, and 100‐year events shall not exceed existing rates.

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 Developments and redevelopments must reduce runoff volumes in the amount equivalent to an inch of runoff from the impervious areas of the site.  Stormwater must be pretreated before discharging to infiltration areas to maintain the long‐term viability of the infiltration area.  Developments and redevelopments must incorporate effective non‐point source pollution reduction BMPs to achieve 90% total suspended solid removal.

Findings 1. A hydrograph method based on sound hydrologic theory is not used to analyze runoff for the design or analysis of flows and water levels.

2. Runoff rates for the proposed activity do not exceed existing runoff rates for the 2‐, 10‐, and 100‐year critical storm events. Stormwater leaving the project area is discharged into a well‐defined receiving channel or pipe and routed to a public drainage system.

3. Stormwater runoff volume retention is not achieved onsite in the amount equivalent to the runoff generated from 1.1‐inch of rainfall over the impervious surfaces of the development. a. The amount of proposed impervious is 15,956 ft2. b. Volume retention required: 15,956 ft2 x 1.1 inches x 1 ft/12 inches = 1,463 ft3

Table 1. Proposed volume retention through abstraction (i.e. infiltration, reuse).

Volume Volume Retention 1.1‐inch 2.5‐inch Retention BMP Provided below Runoff Runoff 3 3 3 Required (ft ) outlet (ft ) (ft ) (ft3) 1,463 None, banking credit and cost cap is proposed.

4. Alternative compliance has been requested due to scheduling conflicts, limited treatment areas, poor soils, high bedrock, and karst formations. a. The applicant did not partially comply with the volume retention standard. b. Filtration using iron‐enhanced sand media (80% credit) is proposed; filtration required: 1,463 ft3 x 1.25 credit factor = 1,828 ft3

Table 2. Proposed volume retention through filtration (i.e. sand, enhanced).

Filtration Filtration Volume 1.1‐inch 2.5‐inch Volume Runoff Runoff BMP Provided below Required 3 3 (ft ) (ft3) outlet (ft ) (ft3) 1,828 None, banking credit and cost cap is proposed.

c. The applicant partially complied with the volume retention standard through the use of qualified banking credits. Project 21‐011 provided 1,089 ft3 of excess iron‐enhanced filtration volume. If applied to this permit, the two projects are 739 ft3 shy of the total required filtration volume. d. The applicant has not submitted money to be contributed to the Stormwater Impact Fund.

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e. The project is linear, and the cost cap was reached as part of Permit 21‐011 (0.75 acres of new/reconstructed impervious (0.38 acres for 21‐011 and 0.37 acres for 21‐031) * $75,000/acre = $56,250). The anticipated cost of the proposed BMP from Permit 21‐011 is $133,955.92.

5. Best management practices achieve 90% total suspended solids removal from the runoff generated on an annual basis.

6. A memorandum of agreement for maintenance of stormwater facilities exists between the MnDOT and the CRWD.

RULE D: FLOOD CONTROL Standards  Compensatory storage shall be provided for fill placed within the 100‐year floodplain.  All habitable buildings, roads, and parking structures on or adjacent to a project site shall comply with District freeboard requirements.

Findings 1. There is no floodplain on the property according to FEMA. 2. It is unknown if all habitable buildings, roads, and parking structures on or adjacent to the project site comply with CRWD freeboard requirements. However, adequate conveyance has been provided to prevent flooding.

RULE E: WETLAND MANAGEMENT

Standard  Wetlands shall not be drained, filled (wholly or in part), excavated, or have sustaining hydrology impacted such that there will be a decrease in the inherent (existing) functions and values of the wetland.  A minimum buffer of 25 feet of permanent nonimpacted vegetative ground cover abutting and surrounding a wetland is required.

Findings 1. There are no known wetlands located on the property.

RULE F: EROSION AND SEDIMENT CONTROL Standards  A plan shall demonstrate that appropriate erosion and sediment control measures protect downstream water bodies from the effects of a land‐disturbing activity.  Erosion Control Plans must adhere to the MPCA Protecting Water Quality in Urban Areas Manual.

Findings 1. Erosion and sediment control measures are consistent with best management practices, as demonstrated in the MPCA manual Protecting Water Quality in Urban Areas.

2. Adjacent properties are protected from sediment transport/deposition.

3. Wetlands, waterbodies and water conveyance systems are protected from erosion/sediment transport/deposition.

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4. Total disturbed area is 2.65 acres; an NPDES permit is required. A SWPPP has been submitted.

RULE G: ILLICIT DISCHARGE AND CONNECTION Standard  Stormwater management and utility plans shall indicate all existing and proposed connections from developed and undeveloped lands for all water that drains to the District MS4.

Findings 1. New direct connections or replacement of existing connections are not proposed.

2. Prohibited discharges are not proposed.

Recommendation: Approve with 1 Condition Condition: 1. Provide a copy of the NPDES permit.

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Capitol Region Watershed District Applicant:

Chad Onsgard Pulte Group 7500 Flying Cloud Drive Suite 670 Eden Prairie, MN 55344

Permit 21-032 Highland Bridge Rowhomes 3rd Addition Consultant: Ben Palazzolo Alliant Engineering Inc. 733 Marquette Ave, Suite 700 Minneapolis, MN 55402

Description: Construction of 62 rowhomes and 3 private alleys. Application fee to be submitted within the week Stormwater Management: Ford Redevelopment Stormwater Masterplan District Rule: — C, D, F Disturbed Area: 3.03 Acres Impervious Area: 2.34 Acres STAFF RECOMMENDATION: Approve with 3 Conditions: 1. Receipt of $11,100 surety.

2. Provide approved plans signed by a professional engineer per the Minnesota Board of AELSLAGID. 3. Revise SWPPP to note that silt fence or fabric placed under the grate is not an approved form of inlet protection.

Aerial Photo Permit Location

Permit Report 21-032

Board Meeting Date: 10/06/2021

Capitol Region Watershed District Permit Report

CRWD Permit #:

Review date:

Project Name:

Applicant:

Purpose:

21‐032 September 14, 2021 Highland Bridge Rowhomes 3rd Addition Chad Onsgard Pulte Group 7500 Flying Cloud Drive Suite 670 Eden Prairie, MN 55344 chad.onsgard@pultegroup.com Construction of 62 rowhomes and 3 private alleys in three phases.

Phase 3A consists of 24 rowhomes and a private alley on Lot 1 Block 21.

Phase 3B consists of 24 rowhomes and 2 private alleys on Lot 1 Block 20. Phase 3C consists of 14 rowhomes on Lot 2 Block 21.

Location: 2192 Ford Parkway, St. Paul, MN

Applicable Rules: C, D, and F

Recommendation: Approve with 3 Conditions

EXHIBITS:

1. Civil Plans (30 Sheets), by Alliant, dated 9/13/21, recv. 9/13/21.

2. Stormwater Management Plan (1,019 Pages), by Alliant, dated 9/13/21, recv. 9/13/21.

3. Impervious Area Correspondence, by Alliant, dated 9/13/21, recv. 9/13/21.

HISTORY & CONSIDERATIONS:

Runoff will connect to approved permanent stormwater management outlined in CRWD Permit 20‐013 Ford Site Redevelopment Stormwater Master Plan.

RULE C: STORMWATER MANAGEMENT Standards  Proposed discharge rates for the 2‐, 10‐, and 100‐year events shall not exceed existing rates.  Developments and redevelopments must reduce runoff volumes in the amount equivalent to an inch of runoff from the impervious areas of the site.  Stormwater must be pretreated before discharging to infiltration areas to maintain the long‐term viability of the infiltration area.

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 Developments and redevelopments must incorporate effective non‐point source pollution reduction BMPs to achieve 90% total suspended solid removal.

Findings 1. Stormwater runoff rate, water quality and volume retention were reviewed and approved under CRWD Permit #20‐013 (Ford Site Stormwater Master Plan).

Therefore, the intent of this review is to verify compliance by comparing the amount of impervious surface approved during review of the Master Plan versus each subsequent private site development project.

Table 1. Approved vs. Proposed Impervious Area.

Approved Master Plan Site Development Block/Lot 2 Impervious Area (ft ) Impervious Area (ft2) 19/2 25,178 24,452* 20/1 42,166 40,360 21/1 37,244 37,376 * Includes 5,610 ft2 of new/reconstructed impervious area from Permit 21‐006. Surety was already paid for this impervious area under Permit 21‐006.

a. The proposed site new/reconstructed impervious area for Block 19, Lot 2 and Block 20, Lot 1 are equal to or below the impervious area approved in the master plan. No additional volume retention is required for this these Lots. b. The proposed site new/reconstructed impervious area for Block 21, Lot 1 is greater than the impervious area approved in the master plan. c. Block 20, Lot 1 is in the same drainage area as Block 21, Lot 2 (split between Central Biofiltration B4 and South Biofiltration B5) and has 1,806 ft2 less proposed impervious area than the approved master plan. d. The overall new/reconstructed impervious area draining to the Central Biofiltration B4 and South Biofiltration B5 is less than the impervious area approved in the master plan. e. No additional volume retention is required for this site‐specific development.

RULE D: FLOOD CONTROL Standards  Compensatory storage shall be provided for fill placed within the 100‐year floodplain.  All habitable buildings, roads, and parking structures on or adjacent to a project site shall comply with District freeboard requirements.

Findings 1. There is no floodplain on the property according to FEMA. 2. All habitable buildings, roads, and parking structures on or adjacent to the project site comply with CRWD freeboard requirements.

RULE E: WETLAND MANAGEMENT

Standard W:\07 Programs\Permitting\2021\21-032, HB rowhomes 3rd addition\21-032 Permit Report_R1.doc Page 2 of 3

 Wetlands shall not be drained, filled (wholly or in part), excavated, or have sustaining hydrology impacted such that there will be a decrease in the inherent (existing) functions and values of the wetland.  A minimum buffer of 25 feet of permanent nonimpacted vegetative ground cover abutting and surrounding a wetland is required.

Findings 1. There are no known wetlands located on the property.

RULE F: EROSION AND SEDIMENT CONTROL Standards  A plan shall demonstrate that appropriate erosion and sediment control measures protect downstream water bodies from the effects of a land‐disturbing activity.  Erosion Control Plans must adhere to the MPCA Protecting Water Quality in Urban Areas Manual.

Findings 1. Erosion and sediment control measures are consistent with best management practices, as demonstrated in the MPCA manual Protecting Water Quality in Urban Areas.

2. Adjacent properties are protected from sediment transport/deposition.

3. Wetlands, waterbodies and water conveyance systems are protected from erosion/sediment transport/deposition.

4. Total disturbed area is 3.02 acres; an NPDES permit is required. A SWPPP has been submitted but is not sufficient.

RULE G: ILLICIT DISCHARGE AND CONNECTION Standard  Stormwater management and utility plans shall indicate all existing and proposed connections from developed and undeveloped lands for all water that drains to the District MS4.

Findings 1. New direct connections or replacement of existing connections are not proposed.

2. Prohibited discharges are not proposed.

Recommendation: Approve with 3 Conditions Conditions: 1. Receipt of $11,100 surety.

2. Provide approved plans signed by a professional engineer per the Minnesota Board of AELSLAGID. 3. Revise SWPPP to note that silt fence or fabric placed under the grate is not an approved form of inlet protection.

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EROSION AND SEDIMENT CONTROL PLAN

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October 6, 2021 Board Meeting IV. Special Report - Capitol Area Comprehensive Plan and Stormwater Management Study (Eleria)

DATE: TO: FROM: RE:

September 30, 2021 CRWD Board of Managers Anna Eleria, Division Manager Capitol Area Comprehensive Plan and Stormwater Management Study

Background Capitol Area Architectural and Planning Board (CAAPB) completed its 2040 Comprehensive Use Plan for the Capitol Area in early 2021. The Plan outlines the vision, principles, and future needs and goals of the 60-block Capitol area community and will guide redevelopment in the area over the next 20 years.

The overall vision of the plan is to transform the Capitol area into a complete and healthy community with vibrant public spaces, a range of movement options, a diverse mix of land uses and attractive buildings framing lively, pedestrian-friendly streets.

Issues CRWD and CAAPB staff propose to conduct an integrated stormwater management study within the approximately 300-acre Capitol Area. The area is divided into four districts: Capitol campus (building and mall); Capitol Rice District (includes Sears Redevelopment Site); Capitol Heights neighborhood (north of the Capitol building); and Fitzgerald Park (southeast of the Capitol building). The purpose of the study is to provide a framework for sustainable, resilient, multi-beneficial District stormwater management systems that can inform future redevelopment and planning opportunities. The preliminary scope of work includes an assessment of existing conditions, identification of water-related concerns and redevelopment opportunities, development of design guidelines and concepts, and estimation of environmental, social and financial benefits. CAAPB Board members passed a resolution demonstrating their appreciation and support of a CRWD-funded study at their September 28th meeting. The resolution is located on page 6 of the enclosed meeting document.

CRWD and CAAPB staff prepared the enclosed draft request for proposals (RFP) for consulting services and intend to distribute the RFP to three pre-approved firms with previous experience in planning and design of District systems and/or green infrastructure practices. The three firms are Barr Engineering, Solution Blue and SRF. Solution Blue is a disadvantaged business enterprise (DBE) located in Saint Paul.

The estimated level of effort ranges from $100,000 to $150,000. The preliminary 2022 budget for Capitol Area Study (Fund #333-22xxx) is $55,800. Staff have identified a few areas to modify in the 2022 budget to close the budget gap for this study including Stewardship Grants and TBI Easements. CRWD staff and Peter Musty, Principal Planner at CAAPB, will discuss the study at the Oct. 6th meeting.

Action Requested Approve Request for Proposals for Capitol Area Stormwater Management Study Enc.

Draft Capitol Area Stormwater Management Study RFP CAAPB Board Resolution passed on September 28, 2021 Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

REQUEST FOR PROPOSALS TO:

Barr Engineering Solution Blue SRF

FROM:

Anna Eleria, Planning, Projects and Grants Division Manager

DATE: SUBJECT:

October 7, 2021

Capitol Area Stormwater Management Study - DRAFT

ATTACHED: Exhibit A – Example Proposal Budget Spreadsheet Exhibit B – Consultant Services Agreement BACKGROUND

Capitol Region Watershed District (CRWD), in partnership with the Capitol Area Architectural and Planning Board (CAAPB), seek proposals from interested consulting firms for the development of a stormwater management study for the Minnesota State Capitol Area in Saint Paul. Proposals shall be submitted electronically no later than 5:00 PM, Friday, October 29, 2021.

CAAPB completed the 2040 Comprehensive Use Plan for the Capitol Area in early 2021. The Plan outlines the vision, principles, and future needs and goals of the Capitol area community and will guide redevelopment in the area over the next 20 years. The vision strives to break down boundaries and connect four distinct areas into a cohesive and integrated Capitol area. Implementation of the plan shall transform the Capitol area into a complete and healthy community with vibrant public spaces, a range of movement options, a diverse mix of land uses and attractive buildings framing lively, pedestrian-friendly streets. The Plan policies, including Chapter/Principle 3’s holistic lens, requires all projects in Capitol Area at the earliest stages to consider impacts to economic vitality, energy and environment, health, placemaking and communities and families.

Our Mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

Water management initiatives will be integral in supporting the vision and achieving the goals in the Capitol Area plan. Most notably, there are several projects either underway or on the horizon that would benefit from early stormwater assessment and planning: •

• • •

Sears Site Redesign and Redevelopment – currently in a pre-development site planning process Capitol Rice Corridor – future redesign of Rice Street that includes bus-rapid transit planning, revitalization, and mobility hub Capitol Mall Design Framework – interdisciplinary planning for Minnesota’s front yard that will begin in 2022 Capitol Heights (Neighborhood) Development Framework – future neighborhood plan that will begin in 2022 starting with the bus rapid transit (BRT) station area planning along Jackson Street.

The Capitol area is approximately 333 acres encompassing 60 blocks. It is divided into four districts: Capitol Campus - the Capitol building, the Mall, east campus, and surrounding area

Capitol Rice District – the area to the west of the Capitol campus that includes the Sears Redevelopment Site Capitol Heights – a wellestablished neighborhood to the north of the Capitol building with steep hillsides and runoff that impacts districts in every direction.

Fitzgerald Park (Neighborhood) – five city blocks southeast from the Capitol campus; and includes I-94 and I-35E Freeway Corridor.

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There are several interesting challenges and opportunities in the Capitol Area including: • • •

The project will carry a higher profile due to its location and inclusion of the Capitol campus, and so could garner more attention than usual.

The Capitol Area includes areas of great change, with a transit oriented urban village in early planning and design stages.

The neighborhoods in and around the Capitol Area include Areas of Concentrated Poverty (ACP) and Areas of Racially Concentrated Poverty (ACP50) with higher ratios of Black, Indigenous and people of color (BIPOC), where displacement, cost of living and equity issues impact lives on a daily basis.

PROJECT TEAM AND STAKEHOLDERS

The project team consists of members of CRWD and CAAPB. Key staff are identified below, but additional staff from each organization will likely be involved at different phases of the project.

CRWD • Anna Eleria, Planning, Projects and Grants Division Manager, Project Co-Lead • Bob Fossum, Monitoring, Assessment and Research Division Manager • Elizabeth Hosch, Permit Program Manager CAAPB • Peter Musty, Principal Planner and Zoning Administrator, Project Co-Lead • Merritt Clapp-Smith, Executive Secretary • Tony Chevalier, Advisor

A stakeholder advisory committee will be assembled to help guide the project, provide perspective, share technical considerations, and assist in providing comments on draft deliverables. The stakeholders of this project may include representatives of the community and organizations such as State of Minnesota Department of Administration, MNDOT, other Capitol Area agencies or institutions, several City of Saint Paul departments (e.g. Planning and Economic Development, Parks and Recreation, Public Works, and Dept. of Safety and Inspection), Ramsey County and large property owners such as Seritage (owner and developer of the former Sears Site).

PLAN DESCRIPTION

The goal of this project is to conduct a Capitol Area stormwater management study that provides the framework for sustainable, resilient multi-beneficial District stormwater management systems.

District systems serve more than one parcel (public or private) and provide additional functions and amenities beyond solely managing stormwater runoff. Green infrastructure practices are preferred for stormwater management because they maintain or restore natural hydrology by infiltrating, evapotranspiring, and/or capturing and reusing stormwater runoff. The plan will help inform, guide and streamline stormwater management implementation in the Capitol Area redevelopment and transportation improvement planning efforts described above.

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The selected consultant team will assess existing stormwater conveyance and management in the Capitol Area, identify water-related concerns in the Capitol area, develop stormwater design guidelines for the area, identify district stormwater management system opportunities and estimate the environmental-social-financial benefits of each District stormwater system(s) in the Capitol area. The outcomes of the study shall include stormwater goals and design guidelines, District stormwater management system concept plans and triple-bottom line analysis.

Four key factors should be considered when identifying and evaluating stormwater improvement opportunities:

1. Multiple Co-Benefits and Resiliency Planning: The potential stormwater management benefits of each opportunity will need to be determined. This should include estimated reductions in runoff volume, total phosphorus (TP), and total suspended solids (TSS). Other environmental, social and financial benefits should also be considered, which utilize rainwater as a resource and amenity rather than viewing it as a liability. Social benefits may include enhanced neighborhood aesthetics, increased recreational opportunities and greenspaces, and improved community livability. On the financial side, benefits may include an increase in property values, local green jobs creation, extension of infrastructure life, and energy savings.

2. Capitol Area Comprehensive Plan Principles/Goals: The study should describe how each project opportunity supports the land use, transportation, parks/open space, sustainability, and neighborhood goals in the Capitol area.

3. Feasibility/cost: The Capitol area is large and complex. The multiple stakeholders, historical buildings, and public spaces present unique challenges to implementing projects.

These and other site constraints will need to be taken into account during project evaluation and will likely impact potential implementation costs.

4. Equity: Consideration should be given to each project’s ability to help meet and State of MN DEI goals.

Below is the preliminary scope of work for the project that includes tasks, deliverables, timeline, and level of effort (represented in dollars). Interested consulting firms should prepare a proposal that contains the firm’s approach to executing the project, a detailed scope of work and budget.

Instructions for preparing and submitting the proposal are located at the end of this document.

PRELIMINARY SCOPE OF WORK

Task 1 – Project Kick-Off Meeting and District Stormwater Systems Tour A meeting with stakeholders will be held to kick off the project. The selected consultant team will assist CRWD and CAAPB in planning and facilitating the kick-off meeting. The first part of the meeting shall include discussion of the purpose and goals of the stormwater study, project team and stakeholder roles, study tasks and timeline, known water-related issues, Capitol area redevelopment opportunities and data and information needs for the study. The second part of the meeting (to be held on the same day if weather allows) shall include a tour of precedent District stormwater management systems and innovative best management practices (BMPs) including rainwater capture and reuse and/or water features fed by stormwater.

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Deliverables: • Meeting agenda, materials and minutes • Tour agenda and notes of any input received during tour

Task 2 – Data Collection and Review The selected consultant team will gather and review available, relevant data, plans and information of the Capitol area that would be useful for assessing existing site conditions and siting and selecting District stormwater management system(s). An evaluation of this information will assist in determining any data gaps and the necessary field work to conduct for this study. Information available from CRWD and CAAPB includes: • • •

BMP information for CRWD permitted and grant-funded projects in the Capitol area Saint Paul storm sewer data Capitol Area Plans including 2040 Comprehensive Plan and Sears Redevelopment Site Preliminary Concept Plan

The field work shall include site visits to the Capitol area to collect or verify topographic, utility, or other information not readily available that may help determine above and below ground conflicts for water management practices. CAAPB has granted permission to access the Capitol grounds, but not within Capitol buildings, for CRWD and its consultant with advanced notice. The consultant team is not required to conduct a soils field investigation as part of this study.

Deliverables include: • Technical memorandum summarizing existing data, plans and information • Digital library of all collected data

Task 3 – Capitol Area Existing Conditions Analysis The consultant will conduct a stormwater analysis to determine existing drainage patterns, subwatershed boundaries, outflow points, existing runoff volumes and pollutant loading, and potential locations for District stormwater management system(s). The Capitol Area falls within two CRWD subwatersheds: Trout Brook subwatershed and Saint Anthony Hill subwatershed.

Detailed H/H and water quality modeling is occurring in the Trout Brook subwatershed. However, the Trout Brook modeling results in the Capitol area will not be completed until late spring 2022. It should be assumed that the Trout Brook model results will be available after this analysis is completed and may be used for comparison/verification purposes only. A detailed model does not exist for the Saint Anthony Hill subwatershed. Modeling will be based on climate-adjusted forecasts for extreme weather conditions such as heavy rainfalls and extended droughts.

Deliverable includes: • Technical memorandum describing the methodology and results of existing, baseline conditions analysis. The memorandum should include baseline storm sewer and subwatershed mapping and pollutant load heat maps of the Capitol area, which can be read and understood by non-engineers.

Task 4 – Capitol Area Stormwater Management Workshop 5

The purpose of the stormwater workshop is to discuss the vision and goals for stormwater management in the Capitol area, redevelopment and planning opportunities for a District approach, and constraints to the implementation of District approach. Workshop attendees shall include the stakeholder advisory committee and others. The selected consulting firm shall assist CRWD and CAAPB in planning, preparing and conducting the workshop. Preparation shall include developing interactive activities, visuals, presentations, and other materials. The consultant will be expected to help facilitate the workshop, take workshop notes, and summarize the ideas and input received in a workshop summary memo. CRWD and CAAPB will be responsible for inviting attendees and identifying and securing workshop location. It is anticipated that the workshop will be held in spring 2022 and in-person with potentially an online attendance option.

Deliverables: • Workshop agenda, presentations, maps, and other materials and activities • Workshop summary memo and a summary document designed for public audiences

Task 5 – Capitol Area Stormwater Management Goals and Design Guidelines The project team and consultant will prepare a draft set of goals and design guidelines for stormwater management in the Capitol area using the data and information collected in Tasks 1-3 and the input received from the stormwater workshop. Under this task the draft goals and design guidelines will be reviewed by the project team and one round of changes will be made.

Identification of plan goals and design guidelines will steer the exploration and development of district stormwater system concepts. Stakeholder review of goals and design guidelines will occur during review of the draft report in Task 9.

Deliverables: • Draft set of goals and design guidelines for stormwater management • One round of review

Task 6 – District Stormwater System Siting and Concept Designs The consultant, with guidance from CRWD and CAAPB, will explore and develop District stormwater system concept designs for each or combination of the following areas: Sears Redevelopment Site, Capitol-Rice Corridor, Capitol Mall and Capitol Heights Neighborhood. A total of four concept designs could be prepared for the Capitol area because of area constraints and redevelopment timing, however the designs should be similar to help unify and integrate the elements, neighborhoods and destinations in the Capitol area. Concept design work shall include determining the preferred District system location in each of each of those areas, BMP type(s) with a preference for green infrastructure practices including rainwater harvesting and use for irrigation, heating/cooling and/or water features, and approximate BMP size/footprint. It will also include renderings of each District system in the Capitol area, a map showing the locations and types of District systems in relation to one another, a watershed map showing the areas treated by each District system and other visuals as determined during the course of the project.

It is anticipated that there will be two rounds of design review and revision by the CRWD/CAAPB project team. The stakeholder team review will occur when the benefit-cost analysis is completed (Task 7).

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Deliverables: • Siting and concept design of District stormwater system for each or combination of the following areas: Sears Redevelopment Site, Capitol-Rice Corridor, Capitol Mall, and Capitol Heights neighborhood. There shall be two draft plan iterations and one final plan set.

• Summary of implementation strategies and/or next steps for each area • Map of Capitol area subwatersheds and District stormwater system locations

Task 7 – Benefits and Cost Analysis The consultant will provide planning level engineering, construction and operation and maintenance cost estimates for each District stormwater system. The co-benefits (environmental, social and financial) of the District systems shall be quantified. Estimated water-related benefits shall include runoff volume, total suspended solids, and total phosphorus reductions. The analysis should also include how the systems meet state and local stormwater requirements. A full life-cycle benefits analysis is not required for this study but could be proposed by the consultant. The project team seeks a recommendation on the most suitable tool for quantifying co-benefits from the consultant.

Deliverables: • Planning level engineering, construction and O&M costs for each District stormwater system concept • Estimated volume, total suspended solids, and total phosphorus reductions • Estimated economic value of the environmental, social, and financial benefits of each system Task 8 - Advancing District Stormwater Planning for Sears Redevelopment Site The Sears Redevelopment Site is approximately 17 acres located immediately west of the Capitol building and mall. The property owner is working on a master plan for mixed-use transit-oriented urban village near the Capitol-Rice LRT station. Early conversations about stormwater management with CAAPB, the City of Saint Paul and CRWD have included consideration of a District stormwater system located below ground in a central park. The scope of this task is not clearly defined at this time, but CRWD and CAAPB anticipate needing technical assistance in exploring and evaluating District system and other innovative stormwater elements that may go above and beyond local regulatory requirements. Technical assistance may include preliminary District stormwater system design, comparison of baseline and District approaches to stormwater management, more detailed cost and benefits analysis of the District system. Interested firms should include 100 hours of staff time for this task.

Deliverables: TBD

Task 9 – Report A report summarizing all the work completed in the study will be prepared. The report shall describe the existing conditions in the project area, stakeholder engagement, Capitol Area stormwater management goals and design guidelines, District stormwater system concepts, estimated runoff volume and pollutant reductions and other benefits, cost estimates and next steps including implementation activities. The report should be an easily understood product with 7

various graphics and maps to convey key information. It should be designed for a variety of audiences, balancing technical information with compelling information for public stakeholders.

The primary audience for the report will be local and regional units of government and developers.

It is anticipated that three rounds of review will occur. The first draft will be reviewed by CRWD and CAAPB staff. The second draft will be presented and reviewed by project stakeholders. The third draft will be the final draft that will be reviewed by CRWD and CAAPB staff. The final draft report will be presented to CRWD and CAAPB Boards, and then shared publicly Deliverables: • Three drafts of study report • Stakeholder meeting and presentation • CRWD Board meeting and presentation • CAAPB Board meeting and presentation • Final study report with executive summary – electronic only • Final set of PPT slides from meetings for CRWD and CAAPB use

Task 10 – Project Coordination and Meetings with CRWD/CAAPB This project will require significant coordination between CRWD, CAAPB, City of Saint Paul, other stakeholders and the selected consulting firm. Several stakeholder meetings are described in the tasks above and budgets for those meetings shall be accounted for in those tasks. A minimum of four meetings with the CRWD/CAAPB project team should be anticipated during the course of the project. One of the project team meetings will likely occur at the start of the project prior to the stakeholder kick off meeting. Time should also be built in for routine communication amongst CRWD/CAAPB and the consulting firm.

Deliverables: Meeting agendas, materials, and minutes ESTIMATED LEVEL OF EFFORT

CRWD anticipates the level of effort for this project ranges from $100,000 to $150,000.

ANTICIPATED TIMELINE • • • • • • • •

Stormwater Study RFP Distribution – October 7, 2021 RFP Questions Due – October 19, 2021 Responses to Questions – October 25, 2021 Proposal Submittal Deadline – October 29, 2021 Potential Consultant Team Interviews – Week of November 1st or 8th CRWD Board Approves Consultant – November 17, 2021 Stormwater Study Start – December 2021 Study Completion – Fall 2022

INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSAL

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Firms are required to follow the outline below for their proposal. Failure to respond to any of the following technical submittal requirements may disqualify the proposal. Proposals should include:

1. Firm’s name, address, contact person phone number and email address and basic firm information.

2. Description of the firm’s approach to completing the study.

3. List of specific individual(s) who will work on this study and include brief descriptions of their professional qualifications, experience on similar projects and availability.

4. A detailed scope of work, budget, and schedule to complete the study, including billing rates and hours for staff proposed. The proposal must include a budget consistent with the example budget spreadsheet provided in Exhibit A. It is not necessary to complete the exact budget spreadsheet, however, CRWD requires similar pieces of information as shown in this example. Outside costs not identified in the preliminary scope of work shall be listed separately in the budget proposal.

5. Brief descriptions of recent similar projects successfully completed by the firm that demonstrate your ability to design and engineer similar types of projects.

6. Please provide a brief description of how your firm aligns with the State’s and CRWD’s diversity, equity, and inclusion goals. This may be specific to your firm’s operations, selection of subcontractors, hiring or other efforts being made to achieve diversity, equity and inclusion in the water resources field.

Please submit an electronic copy of your cover letter and proposal. Your proposal may not exceed ten (10) pages in length. The cover letter is separate from the 10-page limit. Staff resumes and project descriptions are also separate from the 10-page limit. They may be included in the appendices and are not limited in length. Proposals shall be submitted electronically no later than 5:00 PM, Friday, October 29, 2021 to Anna Eleria, CRWD Planning, Projects and Grants Division Manager, aeleria@capitolregionwd.org.

RFP QUESTIONS

Questions on the RFP should be directed to Anna Eleria at aeleria@capitolregionwd.org or (612) 618-4357 no later than Tuesday, October 20, 2021. Responses to all questions will be shared in writing to all firms on Monday, October 25th.

SELECTION PROCESS

CRWD and CAAPB will review proposals, which will be evaluated based on the following criteria: 1.

2.

3.

4.

Experience of key personnel who will be involved in the project; Recent similar planning and design projects; General approach to completing stormwater management study; and Detailed scope of work and budget.

Based on the merits of the proposals, CRWD staff with input from CAAPB staff will recommend one firm as the consultant for this project. CRWD’s Board of Managers will approve the consultant based 9

on staff review and recommendation. After a firm has been approved, a professional services agreement (Exhibit B) with CRWD will be executed.

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AGENDA ITEM #5

Capitol Area Architectural and Planning Board

204 Administration Building 50 Sherburne Avenue Phone: 651.757.1500 www.mn.gov/CAAPB

Date:

September 20, 2021

To:

The Capitol Area Architectural and Planning Board (CAAPB)

From:

Subject:

Peter Musty, CAAPB Principal Planner Planning, Zoning and Design Review Update (Memo for 09.28.21 CAAPB meeting)

This board memo contains staff member updates on projects. Board members are invited to contact staff with questions before, during or after the meeting.

Sears Site Design Process Questions: contact Peter Musty, 612‐743‐5994 / peter.musty@state.mn.us The Sears site design process is moving forward steadily. The public‐private staff team of site designers, Saint Paul Planners, and CAAPB staff continue to collaborate on the four‐tiered public outreach and engagement framework approved by the Board in March. The work builds on the previous framework planning and comprehensive planning, by building connections and gauging broad feedback on design choices for the urban village vision. The engagement activities will inform three iterations of ownership team’s ‘MX Master Plan’ submittal to CAAPB later in 2021/early 2022. The following is an update on progress with community engagement activities.

Community Survey – the survey was soft‐launched on the CAAPB website early this summer and has garnered about 60 initial, early responses, with

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AGENDA ITEM #5 half of the respondents being nearby residents, and the other half a mix of commuters, Capitol Area workers, or folks from outside the Capitol Area with special interests in the development. Please inquire to staff if you would like to watch the results building in progress, and we will send you a link.

Community Stakeholder Meetings with the following groups were held in Spring and Summer 2021.

1 The survey included an interactive map where respondents could relate their comment to a specific location.

1. Mayor Carter, Councilmember Thao and Noecker’s offices (briefing) 2. Capitol Area Architectural and Planning Board (Board Meeting) 3. Capitol River Council (Development Review Committee) 4. Capitol Ridge / Best Western (ownership: Wheelhouse Capitol) 5. Frogtown Neighborhood Association (staff coordination) 6. Capitol Heights Block Club (regular meeting) 7. Summit University Planning Council (staff coordination) 8. Technical consultation w/ City of Saint Paul staff (stormwater and utilities) 9. Technical consultation w/ City of Saint Paul staff (traffic and mobility) 10. Good Neighbor Center (411 Rice) 11. Frogtown Neighborhood Association (regular Board Meeting)

12. Christ on Capitol Hill Lutheran Church (regular Council Meeting) 13. City Council Policy Session (CAAPB staff participation in update on large developments) 14. Ravoux Resident Council (Ravoux Hi‐Rise) 15. Technical work sessions w/ Minnesota Department of Transportation, City, Metro Transit and County reps (street design, traffic and environmental) 16. Minnesota Department of Transportation (MNDOT) 17. Capitol Region Watershed District 18. Greater Saint Paul Building Owners & Managers Association (BOMA): Government Affairs Committee 19. Open House w/Ravoux Resident Council and St Paul Housing Agency (Ravoux Hi‐RIse) 20. Minnesota Governmental Relations Council 21. Fall 2021 (tbd) – continued community stakeholder interactions

Research – the developer is completing market research in 2021 to help inform block sizes and building types they will propose. The City is in the midst of studies addressing its citywide capacities for Tax Increment Financing (TIF), affordable housing assistance, and anti‐displacement tools. CAAPB is co‐leading studies in partnership with Capitol Region Watershed District (described in more detail below) which will generate baseline information and ideas for the Sears Site. CAAPB staff also hope to establish the internal capacity to study Capitol Area neighborhood impacts of the development on Capitol Area housing choice and diversity, and on our commercial areas in regard to the potential impact of new investment on existing businesses.

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AGENDA ITEM #5 Community wide panel discussions – Coming soon. The developer/owner (Seritage) has asked that the engagement team slow down the process as they make a shift in strategic thinking for the Seritage portfolio of sites across the country. Locally, Seritage is watching how markets are adjusting as the pandemic plays out as they listen to input from the local community and stakeholders and continue to study the site’s technical issues. They hope to release drawings in the coming months, and with that will be asking for specific community reactions and to elevate community discussions.

Kimley Horn remains the local lead firm working closest with CAAPB staff and City point persons. Staff will invite two new national team members (with background in mixed urban housing) to a near‐future meeting so they can meet CAAPB members in person. Rest assured, Seritage has said that Saint Paul Sears site continues to rate highly in its national list of property redevelopment opportunities due to its location; the local market; and the planning framework and process set in place at CAAPB and the City.

What Sears Site Design Shifts May We See Based on Input and Research in 2021?

Drawings anticipated in the near future will allow Seritage and Kimley Horn to articulate specifically how 2021 stakeholder input, the pandemic, and their market research have impacted the site plan. However, a recent update with CAAPB and City staff from the Seritage team made it possible to share this broad summary of where they are: 

A mixed urban village with green street connections and green space is still supported in the community and by developer. However, more options may come forward than a single green space, and there may be…



More focus on broad residential mix vs a broad commercial mix. Community is asking for more and more affordable living choices in Saint Paul and along Central Corridor. And luckily, the market research and commuting trends match what is being heard from community: there is more housing need than the demand (or desire) for new office space, especially in this location. Concepts for entertainment or office may be reduced in the next (first formal) version of the plan. As a result, the next plan may show that some blocks get smaller, and the housing types in the plan may increase and diversify, ranging from 3 – 6 stories.



Safe crossings and street design along Rice and Marion are big opportunities. The community, the developer’s site design team, and various public works agencies are aligned on this.

The developer hopes for a first design plan later this fall or winter. The overall process and schedule will continue to be tracked at CAAPB’s Sears Site Design Process webpage. Regular updates will be brought to the Board.

Saint Paul City School Questions: contact Peter Musty Following CAAPB approvals earlier this year, the school design and development team obtained conditional site plan approval from the City and now remain in collaboration on final revisions to address technical details ahead of receipt of final City permitting. On completion with City, they will apply/receive CAAPB’s Certificate of Design Compliance, a final step required to ensure that City and CAAPB approvals are in alignment. Final land sales have been negotiated with League of Minnesota Cities and City of Saint Paul Housing and Redevelopment Authority. Construction start is scheduled for 2021 with goal of opening for (or during) 2022‐23 school year.

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AGENDA ITEM #5

Bethesda Shelter Questions: contact Peter Musty Shortly after December 2020 Board approvals, Ramsey County opened the doors at Bethesda Shelter. The facility provides 100+ beds (now at full capacity) along with 24/7 services for those experiencing homelessness. The CAAPB permit for the shelter runs through spring 2022. The facility is also permitted for an additional 60 beds for COVID respite, but the demand has been very low for respite care, with between 1‐5 people nightly. Ramsey County has now partnered with The Salvation Army to lead day‐to‐day operations and management.

A key condition of CAAPB approval was the convening of a regular group on monthly basis. The Bethesda Good Neighbor Group has met monthly since December – and features reporting by Ramsey County leads, the contracted Shelter director, Shelter security contractor, M Health Fairview representative, Saint Paul Police Department, Capitol Security, and a range of stakeholder representatives from the community.

Discussion and questions surround shelter operations, relevant neighborhood and resident safety issues, public safety statistics, physical improvements, communication and information sharing, and community building opportunities. CAAPB’s Peter Musty facilitates the group with Pastor Joy McDonald Coltvet of Christ on Capitol Hill Lutheran Church and Hannah Hills of Capitol Heights Block Club. Download the group’s 5x8 Informational Flyer for printing and distribution or for circulation to neighbors and community networks. On May 20th, followed up by a meeting in August, Pastor Joy and group member Londel French of Education Minnesota coordinated ‘Good Neighbor Training’ to increase understanding of issues commonly faced by our unhoused community members.

Looking forward: Another condition of Board approval was that the owner (MHealth Fairview) come forward by December 2021 with a statement regarding plans for the facility after May 2022, when permits and leases expire. CAAPB Staff looks forward to bringing you an update on long range Bethesda reuse very soon.

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AGENDA ITEM #5

Implementing the Comprehensive Plan Questions: contact Peter Musty Implementation of the recently adopted Comprehensive Plan policies will take many years, but it starts in 2021. There are several tracks that continue, and several that are new. All of which will be brought forward to the Board where the timing dictates, or when action is required. For many items, Board Members may be offered chances to observe or even to advise on steering committees or for discussions with community.

Planning

Sponsor/Lead Agency

CAAPB role

Timing

Sears MX District Plan

public/private team (Developer, CAAPB, City)

process and review lead

underway

Commemorative Works Policy

Task Forces>CAAPB

lead

underway

Capitol Area Stormwater Management Study and Strategic Framework Plan

CRWD

co‐lead

2021 start

Capitol Mall Design Framework

CAAPB (w Dept of Administration)

lead

2022?

Rethinking I‐94

MNDOT

committee(s)

underway (2018 start)

Downtown Commons Study (off‐ shoot of Rethinking 1‐94)

MNDOT

steering

2021 start

BRT Station Area Planning: Rush Line (Purple Line)

Ramsey County and Metro Transit

steering

late 2021 start

Update to Rules Governing Zoning CAAPB and Design

lead

2022?

Capitol Heights Development Framework

lead

2022?

BRT Station Area Planning: Robert Ramsey County and Metro Transit Rice Line

steering

2023?

Capitol River Council Development Committee

staff has seat

ongoing

CAAPB (leveraging Station Area Planning process)

CRC

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AGENDA ITEM #5

SHORT PRESENTATION at Sept 28th CAAPB meeting Capitol Area Stormwater Study/Strategic Planning Questions: contact Peter Musty The Capitol Region Watershed District (CRWD) and CAAPB are partnering with a goal of facilitating baselining, strategies, best practices, and implementation of four planning efforts identified in the Comprehensive Plan: The Capitol Mall Development Framework, the Capitol Heights Development Framework, The Sears Site MX Master Plan, and visioning for the Capitol Rice Corridor. The work beginning later this year will include analysis of the Capitol Area’s overall sub‐watershed, its current conditions, and will baseline stormwater patterns. This information will inform creation of a framework of district level practices and interventions that will help to solve identified stormwater management problems. The study will also include development of strategic actions focused on the four planning and design initiatives mentioned above. Next steps: 1. Anna Eleria, Planning, Projects & Grants Division Manager for CRWD and Mark Doneaux, Executive Director of CRWD, will be present September 28th to speak about the planning and can answer any questions you may have.

2. A consultant will be contracted and funded through CRWD. 3. A steering committee will be formed of key stakeholders in the district to review progress on the plan and advise.

4. CRWD and CAAPB Staff will return to the Board when work is further along for updates, and it is possible that staff will ask the Board to review and approve elements of the study or strategies developed.

To assist CRWD staff in demonstrating support for full funding to their Board, CAAPB staff have offered to suggest a resolution to the Board in support of the plan:

Suggested Language of Board Resolution: The Capitol Area Architectural and Planning Board (Board) wishes to express appreciation to the Capitol Region Watershed District for the opportunity to partner on the Capitol Area Stormwater Management Study and Strategic Framework Plan (exact naming subject to change). The Board has been made aware of the extent of the work, recognizes its potential outcomes, and is hopeful it will result in critical foundational work for district level improvements to watershed and stormwater management in the Capitol Area. The Board also recognizes and supports the intent to involve a diversity of stakeholders who can provide a variety of expertise and perspectives to this project. The Board authorizes staff to contribute the time necessary to support the work, and is further appreciative to CRWD’s sponsorship of their staff time and the work of a consultant team.

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October 6, 2021 Regular Meeting V. Action Item A) Approve Minutes of September 15, 2021 Regular Board Meeting

(Sylvander)

Regular Board Meeting of the Capitol Region Watershed District (CRWD) Board of Managers, for Wednesday, September 15, 2021, 6:00 p.m. (Regular Meeting) at the office of CRWD, 595 Aldine Street, St. Paul, Minnesota.

REGULAR MEETING MINUTES I.

A)

Call to Order of Regular Meeting (President Joe Collins)

Managers Joe Collins Shawn Murphy Rick Sanders Hawona Sullivan Janzen Mary Texer absent w/notice

B)

Staff Present Public Attendees Mark Doneux, CRWD Mary DeLaittre, Director of GRPC Luke Martinkosky, CRWD Anna Eleria, CRWD Bob Fossum, CRWD Jessica Bromelkamp, CRWD Attorney James Mogen, Ramsey County Attorney’s Office

Review, Amendments and Approval of the Agenda.

Motion 21-178: Approve the Agenda of September 15, 2021, with no changes.

Murphy/Sanders Unanimously Approved II.

Public Comment

No comments were made.

III.

Permit Applications and Program Updates A)

17-002 Highland Park Elementary – Closure (Martinkosky)

Mr. Martinkosky provided a review. Highland Park Elementary permit #17-002 was issued for a building expansion of the existing elementary school at Saunders Avenue and Davern Street in St. Paul.

Stormwater treatment is via one underground, sand filtration system. Work is complete, the site is stable, and the stormwater treatment system is confirmed to be functional. This is a public project; no surety was collected.

President Collins asked for any questions or comments. No comments were made.

Motion 21-179: Approve Certificate of Completion for permit #17-002, Highland Park Elementary.

Murphy/Sanders Unanimously Approved B)

18-014 Morning Star – Closure (Martinkosky)

Mr. Martinkosky provided a review. Permit #18-014, Morning Star, was issued for two phases of a new senior housing facility at Selby Avenue and Grotto Street North in St. Paul. Stormwater treatment is provided by a manufactured treatment device (Contech Stormfilter) receiving stormwater from underground storage pipes. Work is complete, the site is stable, and the stormwater treatment system has been confirmed functional. $4,700 surety is available for return.

President Collins asked for any questions or comments. There were no comments.

Motion 21-180: Approve $4,700 surety return and Certificate of Completion for permit #18-014, Morning Star.

Murphy/Sanders Unanimously Approved C)

19-018 Amber Union – Re-application/Amendment (Hosch)

Mr. Martinkosky reviewed permit #19-018 for Amber Union. The applicant, Buhl GTA, LP will repurpose an existing office building into apartment units. The development will consist of a parking lot, utilities, landscaping, playground, area wells and stormwater BMPs. Permanent stormwater management consists of two underground Prinsco Chamber infiltration systems. The applicable rules are Stormwater Management (Rule C), Flood Control (Rule D), and Erosion and Sediment Control (Rule F). The disturbed area of this project is 2.09 acres with 1.35 acres impervious surface.

President Collins asked for any questions or comments. There were no comments.

Motion 21-181: Approve permit #19-018 Amber Union with 2 Conditions: 1. Receipt of documentation of maintenance agreement recorded with Ramsey County.

2. Revise proposed HydroCAD or plans to correspond for the following: a. Pond 1P surcharges to the surface from CB 201 at an elevation of 952.83’. Revise Custom Stage Data (Storage #5) to start at this elevation and Device #5 invert to match this elevation. These elevations are included as 952.98’ in the submitted HydroCAD. b. Revise Pond 2P routing for the broad-crested weir (Device #5) to Primary. Submitted model incorrectly routes this outflow to 18 Culvert (Device 1).

Murphy/Sanders Unanimously Approved

D)

20-036 Lexington Apartments – Review Period Extension (Hosch)

Mr. Martinkosky reviewed permit #20-036 for Lexington Apartments. The current review period expires on 9-19-2021. The applicant requested an extension to the 60-day review period prior to the expiration.

The applicant has requested the additional time to complete the permit requirements.

President Collins asked for any questions or comments. No comments were made.

Motion 21-182: Approve 60-day review period extension for Permit# 20-036 Lexington Apartments to expire November 18, 2021.

Murphy/Sanders Unanimously Approved E)

21-019 554 Broadway Affordable Housing – Review Period Extension (Hosch)

Mr. Martinkosky reviewed permit #21-019, 554 Broadway Affordable Housing. The current review period expires on 9-15-2021. The applicant requested an extension to the 60-day review period prior to the expiration. The applicant has requested the additional time to complete the required conditions.

President Collins asked for any questions or comments. There were no comments.

Motion 21-183: Approve 60-review period extension for Permit #21-019 554 Broadway Affordable housing to expire November 14, 2021.

Murphy/Sanders Unanimously Approved F)

21-025 The Hollows – Review Period Extension (Hosch)

Mr. Martinkosky reviewed permit #21-025, The Hollows. The current review period expires on 9-182021. The applicant requested an extension to the 60-day review period prior to the expiration. The applicant has requested the additional time to complete the required conditions.

President Collins asked for any questions or comments. There were no comments.

Motion 21-184: Approve 60-day review period extension for Permit# 21-025 The Hollows to expire November 17, 2021.

Murphy/Sanders Unanimously Approved

G)

21-026 695 Grand – Review Period Extension (Hosch)

Mr. Martinkosky reviewed permit #21-026, 695 Grand. The current review period expires on 9-28-2021.

The applicant requested an extension to the 60-day review period prior to the expiration. The applicant has requested the additional time to complete the required conditions.

President Collins asked for any questions or comments. No comments were made.

Motion 21-185: Approve 60-day review period extension for Permit# 21-026, 695 Grand to expire November 27, 2021.

Murphy/Sanders Unanimously Approved H)

21-027 Como Regional Park Transportation (Kelley)

Mr. Martinkosky reviewed permit #21-027 for Como Regional Park Transportation. The applicant, St Paul Parks, will reconstruct the parking lots at the Como Lake Pavilion and the Golf Clubhouse, replace three parking lots and construct a bike/pedestrian trail and a small walk-in boat launch at Como Park in St. Paul. Permanent stormwater management consists of four biofiltration basins. The applicable rules are Stormwater Management (Rule C), Flood Control (Rule D), and Erosion and Sediment Control (Rule F). The disturbed area of this project is 5.6 acres with 2.51 acres impervious surface. Mr. Martinkosky noted that a revised permit report was distributed that had the corrected volume bank withdrawal of 5,829 cubic feet. The permit report in the packet incorrectly stated the volume bank withdrawal was 1,307 cubic feet.

President Collins asked for any questions or comments. There were no comments.

Motion 21-186: Approve withdrawal of 5,829 cubic feet of volume reduction credits from the St. Paul Parks and Recreation Bank.

Murphy/Sanders Unanimously Approved Motion 21-187: Approve permit #21-027 Como Regional Park Transportation permit with 8 Conditions: 1. Provide approved plans signed by a professional engineer per the Minnesota Board of AELSLAGID. 2. Provide a copy of the NPDES permit.

3. Revise the landscaping plans to address the following: a. Specify potted plants or plugs to vegetate filtration areas. Basin seeding should be avoided. b. Specify deep rooted, salt tolerant, native plants according to Plants for Stormwater Design (Shaw and Schmidt, 2003).

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c. Provide signage that deters snow management from using the filtration basins for snow storage.

Revise Civil Plans to address the following: a. Revise pretreatment design such that the drainage area to the inflow pipe of a sump shall be at least three times greater than the drainage area to the grate above per the University of Minnesota. The proposed sump CB #5 currently receives all flow through the grate, which has a higher risk or sediment resuspension. b. Revise reference for Stormwater Trail on Sheet C104 to call out Detail 2 on Sheet C107, not Sheet C108.

Provide project specifications to verify the following: a. Underdrain pipe material, perforation patterns, slotted vs. circular perforations, and orientation. Ensure that hole/slot size is smaller than surrounding rock gradation. b. Biofiltration Media Mix. Revise HydroCAD model to use MnDOT recommended minimum time of concentration for existing subcatchments Golf-N2, Golf-S, Golf-SR, and North-NW to be consistent with methodology used for proposed model.

Revise HydroCAD model/Stormwater Report Tables or Civil Plans to correspond for proposed Pond 4P (Basin N-2): a. Top of filter media elevation is 194.75’ in the HydroCAD/Stormwater Report and 194.65’ on Sheet C102 in the Plans. b. Horizontal orifice elevation (low outlet) is 195.5’ in the HydroCAD/Stormwater Report (Device #2) and 195.9’ on Sheet C105 in the plans (CB #3 RIM).

Increase volume retention to achieve the required volume noted in Table 2. A possible solution includes converting some or all the basins to use iron-enhanced media. Alternatively, subtract 1,037 ft3 from the City’s Bank ((18,206 ft3 – 16,318 ft3)/1.82 filtration conversion factor). Note that amount to be subtracted from the City’s bank may change based on response to condition 7.

Murphy/Sanders Unanimously Approved I)

21-030 Highland Bridge Block 1 Medical Office Building (Hosch)

Mr. Martinkosky reviewed permit #21-030 for Highland Bridge Block 1 Medical Office Building. The applicant proposed a two-story medical office building (MOB) on the north portion of Block 1 at Highland Bridge. The applicable rules are Stormwater Management (Rule C), Flood Control (Rule D), and Erosion and Sediment Control (Rule F). The disturbed area of this project is 1.53 acres with 1.3 acres impervious surface.

President Collins asked for any questions or comments. Manager Sanders asked for clarification for condition item #4. Mr. Martinkosky explained that the contractor needs to use a silt fence or fabric with straps for the inlet protection. The contractor was not using the silt fence in the proper way around the inlets.

Motion 21-188: Approve permit #21-030 Highland Bridge Block 1 Medical Office Building with 5 Conditions: 1. Receipt of $6,400 surety.

2. Provide approved plans signed by a professional engineer per the Minnesota Board of AELSLAGID.\ 3. Revise erosion control plan to include approved inlet protection for trench drain leading to underground parking.

4. Revise SWPPP to state that silt fence or fabric placed under the grate is not an approved form of inlet protection.

5. Revise design to satisfy CRWD freeboard requirements. Low opening (809.0‘) must be a minimum of two feet above the 100-year flood elevation (808.0‘) or one foot above the emergency overflow (808.1‘).

Murphy/Sanders Unanimously Approved IV.

Special Reports – Great River Passage Initiatives - Mary deLaittre, Great River Passage Conservancy (Eleria/deLaittre)

Ms. Eleria provided a review of the Great River Passage Master Plan. In 2013, the City of Saint Paul adopted a comprehensive framework for creating vibrancy in the City’s 3,500 acres of parkland along a 17-mile stretch of the Mississippi River. Three guiding principles – more natural, more urban and more connected, underpin the many goals, objectives and strategies of the plan. The Great River Passage Conservancy (GRPC), an independent, non-profit fundraising and advocacy organization, was created to support capital projects in this parkland including the River Learning Center and River Balcony.

Executive Director of GRPC, Mary DeLaittre, was in attendance and gave an overview of the two projects, highlighted results of preliminary work, and outlined the next steps and schedule for schematic design of each project.

The City of St. Paul, GRPC and other partners are proposing the River Learning Center at Watergate Marina in Crosby Farm Regional Park. This project will combine an indoor/outdoor space for hands-on programming about the culture, history, and ecology of the river with the National Park Service MNRRA Headquarters. Preliminary feasibility studies of the site have been completed, including a technical study supported by CRWD. GRPC is currently fundraising for schematic design of the River Learning Center and anticipates starting the design in 2022.

The River Balcony is a 1.5-mile promenade that will connect a series of cohesive public spaces, civic landmarks, and development sites along Downtown St. Paul’s river bluff. The promenade extends from the west at the Xcel Energy Center/River Centre to the east at Lower Landing Park. A master plan for the River Balcony was approved by the City of St. Paul in 2017. Schematic design of the River Balcony shall commence this fall with a significant stakeholder and community engagement process. While the fundraising goals for architectural and technical design have been reached, additional funds are still being sought for community engagement.

No action was taken. Staff will be requesting approval at the October 6th Board meeting to approve a grant to GRPC and support schematic design and community engagement. Both projects are identified in the 20212030 Watershed Management Plan and the preliminary 2022 budget and workplan.

V.

Action Items

A)

AR: Approve Minutes of the September 1, 2021, Board Workshop and Regular Meeting (Sylvander)

Motion 21-189: Approve the Amended Minutes of September 1, 2021, Board Workshop and Regular Meeting.

Murphy/Sanders Unanimously Approved B)

Approve Accounts Payable/Receivable for August 2021 (Sylvander)

Motion 21-190: Approve August 2021 Accounts Payable/Receivable and Budget Report and direct Board Treasurer and President to endorse and disperse checks for these payments.

Murphy/Sanders Unanimously Approved C)

Approve Grant Agreement with the MPCA for the Implementation of the Como Lake Management Plan and Nine Key Elements Plan Phase 1 Project (Belden)

Mr. Fossum provided a review of the MPCA Grant Agreement. In 2019, CRWD was selected by the Minnesota Pollution Control Agency (MPCA) to receive a 319 Small Watersheds Focus grant for Como Lake. The grant program is funded under the Environmental Protection Agency’s (EPA) federal Clean Water Act Section 319 and administered by the MPCA to provide funding to states to address nonpoint source water pollution in watersheds. The grant provides funding for clean water projects for a four-year period from 2021-2025 for a total of $590,760, with 60% provided by the grant, or $354,456 and a 40% match is required from CRWD or $236,304.

Since being awarded the grant, CRWD staff have worked with the MPCA to develop a Nine Key Element (NKE) Plan that was approved by the EPA in February 2021. Following approval of the NKE Plan, CRWD staff developed a project workplan and budget for Implementation of the Como Lake Management Plan and NKE Plan Phase 1 which was approved by the EPA in September 2021. The project workplan and budget includes funding for four major project areas from the CRWD’s Como Lake Management Plan—1) Como Lake monitoring and data collection, 2) Como Pavilion parking lot reconstruction projects, 3) Shoreline stabilization and restoration projects, and 4) Como Lake educational signage and kiosk development and installation.

Mr. Fossum noted that after the EPA approved the agreement that element 1-A-3 Como Pavilion North Parking Lot would not be eligible for funding. He stated a different project would be identified and incorporated into a future amendment to the agreement. With the approval of the project workplan and budget, CRWD has been authorized by the EPA to move forward with executing a grant agreement with the MPCA for the Implementation of the Como Lake Management Plan and Nine Key Elements Plan Phase 1 Project.

Motion 21-191: Approve the Implementation of the Como Lake Management Plan and Nine Key Elements Plan Phase 1 Project Grant Agreement and authorize the Board President and Administrator to execute the agreement, subject to the review and approval of the Ramsey County Attorney.

Murphy/Sanders Unanimously Approved

D)

Approve 2021 MN Stormwater Research Council Contribution (Fossum)

Mr. Fossum provided a review of the funding for Research that has been included in CRWD’s Budget and Workplan from 2014—2021. Multiple small-scale research projects have been funded and completed by the District as well as through partnerships with local research institutions. Mr. Fossum added that since 2017, CRWD has contributed to the MN Stormwater Research Council to jointly fund applied stormwater research.

Over the past 4 years, Managers have approved an annual $25,000 contribution to the MN Stormwater Research Council. This money along with funding from other organizations has totaled nearly half a million dollars and has funded over two dozen research projects. This level of effort would not be possible without the collective approach being implemented.

Fiscal Note: 2021 Budget for 228-21228 District Research Program is $46,850.

President Collins asked for any questions or comments. There were no comments.

Motion 21-192: Approve 2021 MN Stormwater Research Council Contribution in an amount not to exceed $25,000.

Murphy/Sanders Unanimously Approved E)

Approve Board Workshop for 7:00 PM on Wednesday, September 22, 2021

President Collins requested that Administrator Doneux provide a summary of what is required by BWSR, and the MN State Auditor when they review the minutes. President Collins also requested the timelines used to prepare the minutes and samples of other meeting minutes. Administrator Doneux will be reviewing with Attorney Mogen on the minimum requirements for meeting minutes. The workshop date was tentatively set for Wednesday, September 22nd. Manager Texer needs to be in attendance of the workshop. A final decision will be made on Friday, September 17th.

Managers discussed and made a motion to change the board meeting start time to 7:00 pm on the first and third Wednesday of each month.

Motion 21-193: Approve changing the Board Meetings to be held on the first and third Wednesday of the month to start at 7:00 pm.

Murphy/Sanders Unanimously Approved VI.

Unfinished Business

No Unfinished business.

VII.

General Information A) Board of Managers’ Updates

Manager Murphy shared that he attended the Como Lake walking tour. Manager Murphy also shared that he attended the MAWD Resolution Committee meeting. Manager Saunders shared that he attended the MAWD Educational Committee meeting. The committee shared concerns of attendance at the annual meeting due to COVID. B)

Administrator’s Update

Administrator Doneux shared that he will not be attending the October 6th Board Meeting. Administrator Doneux shared that Mr. Wes Saunders Pearce will be leaving the City of St. Paul and going to work for the Department of Natural Resources. An event has been planned for Mr. Saunders Pearce by City staff at the Como Lake Pavilion on Friday, September 17th. Administrator Doneux has been invited to sit in on the interview panel for the Board of Water and Soil Resources.

VIII. Next Meetings A) B) C) IX.

Wednesday, October 6, 2021, 7:00 PM –Regular Meeting Wednesday, October 13, 2021, 7:00 PM – CAC Meeting Wednesday, October 20, 2021, 7:00 PM – Regular Meeting

Adjournment

Motion 21-194: Adjournment of the September 15, 2021, Regular Board Meeting at 7:35 P.M. Murphy/Sanders Unanimously Approved Respectfully submitted, Michelle Sylvander

October 6, 2021 Board Meeting V. Action Items – B) Accounts Payable (Sylvander)

DATE: September 30, 2021 TO: CRWD Board of Managers FROM: Michelle Sylvander, Office Manager RE: Partial September Accounts Payable/Receivable _________________________________________________________________________________

Accounts payable is paid monthly. There are a few times each calendar year where the timing between meetings when accounts payable is approved that exceeds 35 days as required by the state statue.

Enclosed is a partial check register for the Month of September 2021. The remaining accounts payable and budget report will be at the October 20th Board Meeting.

Request Action Approve a partial September 2021 Accounts Payable and direct Board Treasurer and President to endorse and disperse checks for these payments.

W:\02 Budget and Finance\Board Memos\Board Memos 2021\BD Memo AP Budget Report 10062021.docx

Capitol Region Watershed District

Check Register For the Period From October 1, 2021 - October 6, 2021

Date 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21 10/06/21

Payee Anchor Solar Investments, LLC ArchKey Technologies Barr Engineering Benefit Extras, Inc. City of Saint Paul Assessments Comcast - Business Digi-Key Envirocert International, Inc. Fresh Color Press Gallagher Houston Engineering, Inc. Julie Benda League of Minnesota Cities Lumen Christi Catholic Community Maintenance Team, Inc. Macro - Minolta Midway Chamber of Commerce Midway Ford MSR Design NAC Onset Opti Pitney Bowes - Purchase Power Prescription Landscape Ramsey County Public Works Ramsey County Attorney Resource Environ.Solutions Great Lakes Samantha Schiffer-Hayes Shawn Murphy SRF Consulting, Inc. Stantec Consulting Services, Inc. Syscon, Inc. Tierney Brothers, Inc. Vacker Sign, Inc. Walters Xcel Energy Xcel Energy Xcel Energy 975 Young Environmental Consulting Group TOTAL:

Total $172.01 150.00 39,836.95 107.50 565.29 1,183.32 21.11 135.00 209.00 13,025.00 8,088.00 3,638.00 2,045.00 6,300.00 1,229.00 831.30 300.00 135.75 497.25 2,506.13 249.00 2,430.00 129.90 22,723.23 1,365.00 1,677.00 9,846.50 750.00 1,159.05 3,459.87 29,694.97 632.50 32.12 2,673.00 722.11 11.08 14.15 177.36 5,247.85

Check # 21637 21638 21639 21640 21641 21642 21643 21644 21645 21646 21647 21648 21649 21650 21651 21652 21653 21654 21655 21656 21657 21658 21659 21660 21661 21662 21663 21664 21665 21666 21667 21668 21669 21670 21671 21672 21673 21674 21675

Description Solar Leasing Assistance Logging Alarm Engineering Expense Employee Benefits Street Maintenance Service Program Business Edge Supplies CESSWI Certification Enclosure & Shoreline Versions Consultation Fee/Employee Handbook CRWD BMP Database Hosting Artistic Work for CRWD Field Guide Membership Dues Urban Academy Addition Facilities Management/Graffiti Removal Copier Contract Membership Dues Repairs/Maintenance Design for Thomas/CRWD Buildings Repair of Boiler Pumps HOBO Waterproof Shuttle Electron & Antenna Upgrade Postage CRWD Green Line/Office BMP's Como Pavillion Analysis Costs Attorney Services Como Lake Development/Willow Maintenance Well Sealing Grant Manager Per Diem/Expense Parkview BMP O & M Groundwater Analysis/Permit Program/Como Fishery Sage Support INTCM Silver & Tasks Installation Signage/Lauderdale Stormwater Pond Project Trash/Recycling Electrical Service-Maryland Ave. Electrical Service-Kittson St. Monthly Electric Map of Sub-Watersheds

$163,970.30

APPROVED FOR PAYMENT:

10/6/2021

Page 1 of 1

October 6, 2021, Board Meeting V. Action Item – C) Approve General Obligation Bond Sale (Eleria)

DATE: TO: FROM: RE:

September 29, 2021 CRWD Board of Managers Anna Eleria, Division Manager Approve 2021A General Obligation Bond Sale

Background On September 1. 2021, CRWD’s Board of Managers approved establishing a sale of $2,020,000 General Obligation Refunding Bonds, Series 2021A for the purpose of refunding (refinancing) the 2013A bonds.

Issues The District’s “AA” rating has been affirmed by Standard and Poor’s and a Preliminary Official Statement was released to the market in order to solicit proposals for purchasing the bonds. On October 6th, CRWD’s $2,020,000 general obligation (GO) bonds will be for sale and bids will be due at 10AM. CRWD staff and CRWD’s financial advisor, Ehlers & Associates, will review the bids and recommend one for the Board of Managers to consider and accept at their meeting. Enclosed are several documents for the Board’s review in advance of the meeting including: • • •

Preliminary Official Statement for CRWD GO Bonds, Standard and Poor’s Rating for CRWD GO Bonds, and Draft Resolution Awarding the Sale of GO Bonds.

Nick Anhut of Ehlers and Associates will present the results of the bond sale and recommend a bid for acceptance by the Board at the meeting. A final resolution populated with the proposed terms from the recommended bid will be prepared and presented at the meeting for the Board’s consideration.

Action Requested Adopt resolution awarding the sale of CRWD General Obligation Bonds, Series 2021A for the refunding the 2013A bonds. encs: Preliminary Official Statement for CRWD GO Bonds Standard and Poor’s Rating for CRWD GO Bonds Draft Resolution Awarding the Sale of GO Bonds

W:\02 Budget and Finance\CIP Financing\2021A Bonds\BM GO Bond Sale 9-29-21.docx

This Preliminary Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Preliminary Official Statement is in a form deemed final as of its date for purposes of SEC Rule 15c2-12(b) (1), but is subject to revision, amendment and completion in a Final Official Statement.

PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 23, 2021 In the opinion of Kennedy & Graven, Chartered, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions (which exclude any pending legislation which may have a retroactive effect), and assuming compliance with certain covenants, interest to be paid on the Bonds is excluded from gross income for federal income tax purposes and, to the same extent, from taxable net income of individuals, estates and trusts for Minnesota income tax purposes, and is not a preference item for purposes of computing the federal alternative minimum tax or the Minnesota alternative minimum tax imposed on individuals, trusts, and estates.

Such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. No opinion will be expressed by Bond Counsel regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. See "Tax Exemption" herein.

The District will designate the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.

New Issue

Rating Application Made: S&P Global Ratings

CAPITOL REGION WATERSHED DISTRICT, MINNESOTA (Ramsey County)

$2,020,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021A PROPOSAL OPENING: October 6, 2021, 10:00 A.M., C.T. CONSIDERATION: October 6, 2021, 6:00 P.M., C.T. PURPOSE/AUTHORITY/SECURITY: The $2,020,000* General Obligation Refunding Bonds, Series 2021A (the "Bonds") are authorized pursuant to Minnesota Statutes, Chapters 103B, 103D and 475, and Section 475.67, by the Capitol Region Watershed District, Minnesota (the "District"), for the purpose of effecting a current refunding of certain outstanding general obligations of the District as more fully described herein. The Bonds will be general obligations of the District for which its full faith, credit and taxing powers are pledged. Delivery is subject to receipt of an approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota.

November 4, 2021 February 1 as follows: Amount* Year Amount* Year Amount* Year 2023 $290,000 2026 $300,000 2029 $185,000 2024 295,000 2027 295,000 2030 175,000 2025 295,000 2028 185,000 * The District reserves the right to increase or decrease the principal amount of the Bonds on MATURITY the day of sale, in increments of $5,000 each. Increases or decreases may be made in any ADJUSTMENTS: maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000.

See "Term Bond Option" herein.

TERM BONDS: August 1, 2022 and semiannually thereafter.

INTEREST: Bonds maturing on February 1, 2029 and thereafter are subject to call for prior optional OPTIONAL redemption on February 1, 2028 and any date thereafter, at a price of par plus accrued interest.

REDEMPTION: MINIMUM PROPOSAL: $1,995,760.

GOOD FAITH DEPOSIT: A good faith deposit in the amount of $40,400 shall be made by the winning bidder by wire transfer of funds.

Bond Trust Services Corporation PAYING AGENT: Kennedy & Graven, Chartered BOND COUNSEL: MUNICIPAL ADVISOR: Ehlers and Associates, Inc. BOOK-ENTRY-ONLY: See "Book-Entry-Only System" herein (unless otherwise specified by the purchaser).

DATE OF BONDS: MATURITY:

REPRESENTATIONS No dealer, broker, salesperson or other person has been authorized by the District to give any information or to make any representation other than those contained in this Preliminary Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the District. This Preliminary Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any of the Bonds in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

This Preliminary Official Statement is not to be construed as a contract with the Syndicate Manager or Syndicate Members. Statements contained herein which involve estimates or matters of opinion are intended solely as such and are not to be construed as representations of fact. Ehlers and Associates, Inc. prepared this Preliminary Official Statement and any addenda thereto relying on information of the District and other sources for which there is reasonable basis for believing the information is accurate and complete.

Bond Counsel has not participated in the preparation of this Preliminary Official Statement and is not expressing any opinion as to the completeness or accuracy of the information contained therein. Compensation of Ehlers and Associates, Inc., payable entirely by the District, is contingent upon the delivery of the Bonds.

COMPLIANCE WITH S.E.C. RULE 15c2-12 Certain municipal obligations (issued in an aggregate amount over $1,000,000) are subject to Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Rule").

Preliminary Official Statement: This Preliminary Official Statement was prepared for the District for dissemination to potential investors.

Its primary purpose is to disclose information regarding the Bonds to prospective underwriters in the interest of receiving competitive proposals in accordance with the sale notice contained herein. Unless an addendum is posted prior to the sale, this Preliminary Official Statement shall be deemed nearly final for purposes of the Rule subject to completion, revision and amendment in a Final Official Statement as defined below.

Review Period: This Preliminary Official Statement has been distributed to prospective bidders for review. Comments or requests for the correction of omissions or inaccuracies must be submitted to Ehlers and Associates, Inc. at least two business days prior to the sale. Requests for additional information or corrections in the Preliminary Official Statement received on or before this date will not be considered a qualification of a proposal received from an underwriter. If there are any changes, corrections or additions to the Preliminary Official Statement, interested bidders will be informed by an addendum prior to the sale.

Final Official Statement: Copies of the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within seven business days following the proposal acceptance.

Continuing Disclosure: Subject to certain exemptions, issues in an aggregate amount over $1,000,000 may be required to comply with provisions of the Rule which require that underwriters obtain from the issuers of municipal securities (or other obligated party) an agreement for the benefit of the owners of the securities to provide continuing disclosure with respect to those securities. This Preliminary Official Statement describes the conditions under which the District is required to comply with the Rule.

CLOSING CERTIFICATES Upon delivery of the Bonds, the underwriter (Syndicate Manager) will be furnished with the following items: (1) a certificate of the appropriate officials to the effect that at the time of the sale of the Bonds and all times subsequent thereto up to and including the time of the delivery of the Bonds, this Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signed by the appropriate officer evidencing payment for the Bonds; (3) a certificate evidencing the due execution of the Bonds, including statements that (a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and delivery of the Bonds, (b) neither the corporate existence or boundaries of the District nor the title of the signers to their respective offices is being contested, and (c) no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded; and (4) a certificate setting forth facts and expectations of the District which indicates that the District does not expect to use the proceeds of the Bonds in a manner that would cause them to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or within the meaning of applicable Treasury Regulations.

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TABLE OF CONTENTS INTRODUCTORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . 1 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OPTIONAL REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . .

AUTHORITY; PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . .

ESTIMATED SOURCES AND USES . . . . . . . . . . . . . . . .

SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

RATING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CONTINUING DISCLOSURE . . . . . . . . . . . . . . . . . . . . . .

LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TAX EXEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

QUALIFIED TAX-EXEMPT OBLIGATIONS . . . . . . . . . .

MUNICIPAL ADVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . .

MUNICIPAL ADVISOR AFFILIATED COMPANIES . . .

INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . .

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1 1 2 2 3 3 3 4 4 5 6 6 6 6 6

FORM OF LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 BOOK-ENTRY-ONLY SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . C-1 FORM OF CONTINUING DISCLOSURE CERTIFICATE . . . . D-1 TERMS OF PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

VALUATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 CURRENT PROPERTY VALUATIONS . . . . . . . . . . . . . 10 2020/21 NET TAX CAPACITY BY CLASSIFICATION . 11 TREND OF VALUATIONS . . . . . . . . . . . . . . . . . . . . . . . 11 LARGER TAXPAYERS . . . . . . . . . . . . . . . . . . . . . . . . . . 12 DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DIRECT DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULES OF BONDED INDEBTEDNESS . . . . . . . .

OVERLAPPING DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . .

DEBT RATIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DEBT PAYMENT HISTORY . . . . . . . . . . . . . . . . . . . . . .

FUTURE FINANCING . . . . . . . . . . . . . . . . . . . . . . . . . . .

13 13 14 15 16 16 16

TAX RATES, LEVIES AND COLLECTIONS . . . . . . . . . . . . .

TAX LEVIES AND COLLECTIONS . . . . . . . . . . . . . . . .

TAX CAPACITY RATES . . . . . . . . . . . . . . . . . . . . . . . . .

LEVY LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17 17 18 18

THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

GENERAL BACKGROUND . . . . . . . . . . . . . . . . . . . . . .

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EMPLOYEES; PENSIONS; UNIONS . . . . . . . . . . . . . . .

LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

MUNICIPAL BANKRUPTCY . . . . . . . . . . . . . . . . . . . . .

FUNDS ON HAND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SUMMARY GENERAL FUND INFORMATION . . . . . .

19 19 19 19 19 20 20 21

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .

LOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LARGER EMPLOYERS . . . . . . . . . . . . . . . . . . . . . . . . . .

U.S. CENSUS DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EMPLOYMENT/UNEMPLOYMENT DATA . . . . . . . . .

22 22 22 23 23

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CAPITOL REGION WATERSHED DISTRICT BOARD OF MANAGERS Term Expires Joseph Collins

President

September 2023

Mary Texer

Vice President

September 2022

Hawona Sullivan Janzen

Secretary

September 2023

Rick Sanders

Treasurer

September 2023

Shawn Murphy

Communications and Engagement

September 2023

ADMINISTRATION Mark Doneux, District Administrator

PROFESSIONAL SERVICES Kennedy & Graven, Chartered, Bond Counsel, Minneapolis, Minnesota Ehlers and Associates, Inc., Municipal Advisors, Roseville, Minnesota (Other offices located in Waukesha, Wisconsin and Denver, Colorado)

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INTRODUCTORY STATEMENT This Preliminary Official Statement contains certain information regarding the Capitol Region Watershed District, Minnesota (the "District") and the issuance of its $2,020,000* General Obligation Refunding Bonds, Series 2021A (the "Bonds"). Any descriptions or summaries of the Bonds, statutes, or documents included herein are not intended to be complete and are qualified in their entirety by reference to such statutes and documents and the form of the Bonds to be included in the resolution authorizing the issuance and sale of the Bonds ("Award Resolution") to be adopted by the Board of Managers (the “Board”) on October 6, 2021.

Inquiries may be directed to Ehlers and Associates, Inc. ("Ehlers" or the "Municipal Advisor"), Roseville, Minnesota, (651) 697-8500, the District's municipal advisor. A copy of this Preliminary Official Statement may be downloaded from Ehlers’ web site at www.ehlers-inc.com by connecting to the Bond Sales link and following the directions at the top of the site.

THE BONDS GENERAL The Bonds will be issued in fully registered form as to both principal and interest in denominations of $5,000 each or any integral multiple thereof, and will be dated, as originally issued, as of November 4, 2021. The Bonds will mature on February 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will be payable on February 1 and August 1 of each year, commencing August 1, 2022, to the registered owners of the Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board ("MSRB"). The rate for any maturity may not be more than 2.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is proposed for the 2023 maturity, then the lowest rate that may be proposed for any later maturity is 2.50%.) All Bonds of the same maturity must bear interest from the date of issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%.

Unless otherwise specified by the purchaser, the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). (See "Book-Entry-Only System" herein.) As long as the Bonds are held under the book-entry system, beneficial ownership interests in the Bonds may be acquired in book-entry form only, and all payments of principal of, premium, if any, and interest on the Bonds shall be made through the facilities of DTC and its participants. If the book-entry system is terminated, principal of, premium, if any, and interest on the Bonds shall be payable as provided in the Award Resolution.

The District has selected Bond Trust Services Corporation, Roseville, Minnesota, to act as paying agent (the "Paying Agent"). Bond Trust Services Corporation and Ehlers are affiliate companies. The District will pay the charges for Paying Agent services. The District reserves the right to remove the Paying Agent and to appoint a successor. *Preliminary, subject to change.

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OPTIONAL REDEMPTION At the option of the District, the Bonds maturing on or after February 1, 2029 shall be subject to optional redemption prior to maturity on February 1, 2028 or any date thereafter, at a price of par plus accrued interest.

Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection of the amounts and maturities of the Bonds to be redeemed shall be at the discretion of the District. If only part of the Bonds having a common maturity date are called for redemption, then the District or Paying Agent, if any, will notify DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed.

Notice of redemption shall be sent by mail not more than 60 days and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books.

AUTHORITY; PURPOSE The Bonds of the District are authorized pursuant to Minnesota Statutes, Chapters 103B, 103D and 475, and Section 475.67, for the purpose of effecting a current refunding of the callable maturities of the District’s $3,000,000 General Obligation Bonds, Series 2013A (the "Series 2013A Bonds") as follows:

Issue Being Refunded Series 2013A Bonds

Date of Refunded Issue

Call Date

Call Price

5/15/13

2/1/22

Par

Total Series 2013A Bonds Being Refunded

Maturities Being Refunded

Interest Rates

2023 2024 2026 (term) 2028 (term) 2030 (term) 2032 (term) 2034 (term)

2.00% 2.00% 2.25% 2.25% 2.50% 2.75% 3.00%

Principal to be Refunded $145,000 145,000 305,000 315,000 330,000 345,000 365,000

CUSIP Base 14063Y BE9 BF6 BH2 BK5 BM1 BP4 BR0

$1,950,000

Proceeds of the Bonds will be used to call and prepay the maturities described above and to pay all or most of the costs of issuance. The District will pay the principal and interest payment due on February 1, 2022 from the Debt Service Fund for the Series 2013A Bonds.

2

ESTIMATED SOURCES AND USES* Sources Par Amount of Bonds Total Sources Uses Total Underwriter's Discount (1.200%) Costs of Issuance Deposit to Current Refunding Fund Rounding Amount Total Uses

$2,020,000 $2,020,000 $24,240 45,000 1,950,000 760 $2,020,000

*Preliminary, subject to change.

SECURITY The Bonds are general obligations of the District to which its full faith, credit and taxing powers are pledged. In accordance with Minnesota Statutes, the District will levy each year an amount not less than 105% of the debt service requirements on the Bonds. In the event funds on hand for payment of principal and interest are at any time insufficient, the District is required to levy additional taxes upon all taxable properties within its boundaries without limit as to rate or amount to make up any deficiency.

RATING General obligation debt of the District, with the exception of any outstanding credit enhanced issues, is currently rated "AA" by S&P Global Ratings ("S&P").

The District has requested a rating on the Bonds from S&P, and bidders will be notified as to the assigned rating prior to the sale. Such rating, if any, reflects only the views of such organization and explanations of the significance of such rating may be obtained from S&P. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that such rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating agency, if in the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds.

Such rating is not to be construed as a recommendation of the rating agency to buy, sell or hold the Bonds, and the rating assigned by the rating agency should be evaluated independently. Except as may be required by the Disclosure Undertaking described under the heading "CONTINUING DISCLOSURE" neither the District nor the underwriter undertake responsibility to bring to the attention of the owner of the Bonds any proposed changes in or withdrawal of such rating or to oppose any such revision or withdrawal.

3

CONTINUING DISCLOSURE In order to assist brokers, dealers, and municipal securities dealers, in connection with their participation in the offering of the Bonds, to comply with Rule 15c2-12 promulgated by the Securities and Exchange Commission, pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the District shall agree to provide certain information to the Municipal Securities Rulemaking Board (MSRB) through its Electronic Municipal Market Access (EMMA) system, or any system that may be prescribed in the future. The Rule was last amended, effective February 27, 2019, to include an expanded list of material events.

On the date of issue and delivery, the District shall execute and deliver a Continuing Disclosure Certificate, under which the District will covenant for the benefit of holders including beneficial holders, to provide electronically, or in a manner otherwise prescribed, certain financial information annually and to provide notices of the occurrence of certain events enumerated in the Rule (the "Disclosure Undertaking"). The details and terms of the Disclosure Undertaking for the District are set forth in Appendix D. Such Disclosure Undertaking will be in substantially the form attached hereto.

A failure by the District to comply with any Disclosure Undertaking will not constitute an event of default on the Bonds. However, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

Prior continuing disclosure undertakings entered into by the District included language stating that an Annual Report including the District’s audited financial statements would be filed “as soon as available.” Although the District did not always comply with this requirement, the audited financial statements were timely filed within the required twelve (12) month timeframe as provided for in each undertaking. Except to the extent the preceding is deemed to be material, the District believes it has not failed to comply in the previous five years in all material respects with its prior undertakings under the Rule. The District has reviewed its continuing disclosure responsibilities along with any changes to the Rule, to ensure compliance. Ehlers is currently engaged as dissemination agent for the District.

LEGAL OPINION An opinion as to the validity of the Bonds and the exemption from taxation of the interest thereon will be furnished

by Kennedy & Graven, Chartered, Minneapolis, Minnesota, Bond Counsel to the District, and will be available at the time of delivery of the Bonds. The legal opinion will state that the Bonds are valid and binding general obligations of the District; provided that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding). See "FORM OF LEGAL OPINION" found in Appendix B.

4

TAX EXEMPTION In the opinion of Bond Counsel, under existing statutes, regulations, rulings and decisions, interest on the Bonds is excluded from gross income of the owners thereof for purposes of federal income taxation and is excluded from taxable net income of individuals, estates and trusts for purposes of State of Minnesota income taxation, but is subject to State of Minnesota franchise taxes measured by income that are imposed upon corporations, including financial institutions.

Noncompliance following the issuance of the Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code") and covenants of the Award Resolution may result in the inclusion of interest on the Bonds in gross income (for federal tax purposes) and taxable net income (for State of Minnesota tax purposes) of the owners thereof. No provision has been made for redemption of the Bonds, or for an increase in the interest rate on the Bonds, in the event that interest on the Bonds becomes subject to United States or State of Minnesota income taxation.

The Code imposes an alternative minimum tax with respect to individuals on alternative minimum taxable income.

The Code provides that in the case of an insurance company subject to the tax imposed by Section 831 of the Code, the amount which otherwise would be taken into account as "losses incurred" under Section 832(b)(5) shall be reduced by an amount equal to the applicable percentage of the interest on the Bonds that is received or accrued during the taxable year.

Interest on the Bonds may be included in the income of a foreign corporation for purposes of the branch profits tax imposed by Section 884 of the Code. Under certain circumstances, interest on the Bonds may be subject to the tax on "excess net passive income" of Subchapter S corporations imposed by Section 1375 of the Code.

The above is not a comprehensive list of all federal tax consequences which may arise from the receipt of interest on the Bonds. The receipt of interest on the Bonds may otherwise affect the federal or State income tax liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items or deductions. Bond Counsel expresses no opinion regarding any such consequences. All prospective purchasers of the Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Bonds.

Legislative proposals Bond Counsel’s opinion is given as of its date and Bond Counsel assumes no obligation to update, revise, or supplement such opinion to reflect any changes in facts or circumstances or any changes in law that may hereafter occur. Proposals are regularly introduced in both the United States House of Representatives and the United States Senate that, if enacted, could alter or affect the tax-exempt status on municipal bonds. For example, legislation has been proposed that would, among other things, limit the amount of exclusions (including tax-exempt interest) or deductions that certain higher-income taxpayers could use to reduce their tax liability. The likelihood of adoption of this or any other such legislative proposal relating to tax-exempt bonds cannot be reliably predicted. If enacted into law, current or future proposals may have a prospective or retroactive effect and could affect the value or marketability of tax-exempt bonds (including the Bonds). Prospective purchasers of the Bonds should consult their own tax advisors regarding the impact of any such change in law.

5

QUALIFIED TAX-EXEMPT OBLIGATIONS The District will designate the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.

MUNICIPAL ADVISOR Ehlers has served as municipal advisor to the District in connection with the issuance of the Bonds. The Municipal Advisor cannot participate in the underwriting of the Bonds. The financial information included in this Preliminary Official Statement has been compiled by the Municipal Advisor. Such information does not purport to be a review, audit or certified forecast of future events and may not conform with accounting principles applicable to compilations of financial information. Ehlers is not a firm of certified public accountants. Ehlers is registered with the Securities and Exchange Commission and the MSRB as a municipal advisor. Ehlers makes no representation, warranty or guarantee regarding the accuracy or completeness of the information in this Preliminary Official Statement, and its assistance in preparing this Preliminary Official Statement should not be construed as a representation that it has independently verified such information.

MUNICIPAL ADVISOR AFFILIATED COMPANIES Bond Trust Services Corporation ("BTSC") and Ehlers Investment Partners, LLC ("EIP") are affiliate companies of Ehlers. BTSC is chartered by the State of Minnesota and authorized in Minnesota, Wisconsin, Colorado, and Illinois to transact the business of a limited purpose trust company. BTSC provides paying agent services to debt issuers.

EIP is a Registered Investment Advisor with the Securities and Exchange Commission. EIP assists issuers with the investment of bond proceeds or investing other issuer funds. This includes escrow bidding agent services. Issuers, such as the District, have retained or may retain BTSC and/or EIP to provide these services. If hired, BTSC and/or EIP would be retained by the District under an agreement separate from Ehlers.

INDEPENDENT AUDITORS The basic financial statements of the District for the fiscal year ended December 31, 2020 have been audited by the Office of the State Auditor, St. Paul, Minnesota, independent auditors (the "Auditor"). The report of the Auditor, together with the basic financial statements, component units financial statements, and notes to the financial statements are attached hereto as "APPENDIX A – FINANCIAL STATEMENTS". The Auditor has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. The Auditor also has not performed any procedures relating to this Preliminary Official Statement.

RISK FACTORS Following is a description of possible risks to holders of the Bonds without weighting as to probability. This description of risks is not intended to be all-inclusive, and there may be other risks not now perceived or listed here.

Taxes: The Bonds are general obligations of the District, the ultimate payment of which rests in the District's ability to levy and collect sufficient taxes to pay debt service. In the event of delayed billing, collection or distribution of property taxes, sufficient funds may not be available to the District in time to pay debt service when due.

6

State Actions: Many elements of local government finance, including the issuance of debt and the levy of property taxes, are controlled by state government. Future actions of the state may affect the overall financial condition of the District, the taxable value of property within the District, and the ability of the District to levy and collect property taxes.

Future Changes in Law: Various State and federal laws, regulations and constitutional provisions apply to the District and to the Bonds. The District can give no assurance that there will not be a change in or interpretation of any such applicable laws, regulations and provisions which would have a material effect on the District or the taxing authority of the District.

Ratings; Interest Rates: In the future, the District's credit rating may be reduced or withdrawn, or interest rates for this type of obligation may rise generally, either possibility resulting in a reduction in the value of the Bonds for resale prior to maturity.

Tax Exemption: If the federal government or the State of Minnesota taxes all or a portion of the interest on municipal obligations, directly or indirectly, or if there is a change in federal or state tax policy, the value of the Bonds may fall for purposes of resale. Noncompliance following the issuance of the Bonds with certain requirements of the Code and covenants of the Award Resolution may result in the inclusion of interest on the Bonds in gross income of the recipient for United States income tax purposes or in taxable net income of individuals, estates or trusts for State of Minnesota income tax purposes. No provision has been made for redemption of the Bonds, or for an increase in the interest rate on the Bonds, in the event that interest on the Bonds becomes subject to federal or State of Minnesota income taxation, retroactive to the date of issuance.

Continuing Disclosure: A failure by the District to comply with the Disclosure Undertaking for continuing disclosure (see "CONTINUING DISCLOSURE") will not constitute an event of default on the Bonds. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer, or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

State Economy; State Aids: State of Minnesota cash flow problems could affect local governments and possibly increase property taxes.

Book-Entry-Only System: The timely credit of payments for principal and interest on the Bonds to the accounts of the Beneficial Owners of the Bonds may be delayed due to the customary practices, standing instructions or for other unknown reasons by DTC participants or indirect participants. Since the notice of redemption or other notices to holders of these obligations will be delivered by the District to DTC only, there may be a delay or failure by DTC, DTC participants or indirect participants to notify the Beneficial Owners of the Bonds.

Economy: A combination of economic, climatic, political or civil disruptions or terrorist actions outside of the control of the District, including loss of major taxpayers or major employers, could affect the local economy and result in reduced tax collections and/or increased demands upon local government. Real or perceived threats to the financial stability of the District may have an adverse effect on the value of the Bonds in the secondary market.

Secondary Market for the Bonds: No assurance can be given that a secondary market will develop for the purchase and sale of the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. The underwriters are not obligated to engage in secondary market trading or to repurchase any of the Bonds at the request of the owners thereof. Prices of the Bonds as traded in the secondary market are subject to adjustment upward and downward in response to changes in the credit markets and other prevailing circumstances. No guarantee exists as to the future market value of the Bonds. Such market value could be substantially different from the original purchase price.

7

Bankruptcy: The rights and remedies of the holders may be limited by and are subject to the provisions of federal bankruptcy laws, to other laws, or equitable principles that may affect the enforcement of creditors’ rights, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against local governments.

The opinion of Bond Counsel to be delivered with respect to the Bonds will be similarly qualified.

Cybersecurity: The District is dependent on electronic information technology systems to deliver services. These systems may contain sensitive information or support critical operational functions which may have value for unauthorized purposes. As a result, the electronic systems and networks may be targets of cyberattack. There can be no assurance that the District will not experience an information technology breach or attack with financial consequences that could have a material adverse impact.

Impact of the Spread of COVID-19: In late 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. COVID-19 has spread throughout the world, including to the United States, resulting in the World Health Organization proclaiming COVID-19 to be a pandemic and the declaration of a national emergency.

In response to the spread of COVID-19, the United States government, state governments, local governments and private industries have taken measures to limit social interactions in an effort to limit the spread of COVID-19. The effects of the spread of COVID-19 and the government and private responses to the spread continue to rapidly evolve.

COVID-19 has caused significant disruptions to the global, national and State economy. The extent to which the coronavirus impacts the District and its financial condition will depend on future developments, which are highly uncertain and cannot be predicted by the District, including the duration of the outbreak and measures taken to address the outbreak.

On March 13, 2020, Minnesota Governor Tim Walz signed Emergency Executive Order 20-01 and declared a peacetime emergency. In subsequent executive orders, the Governor extended the peacetime emergency by 30 days.

On May 14, 2021, the Governor signed Executive Order 21-23 to end the statewide mask requirement and align with new Centers for Disease Control and Prevention (CDC) guidance on face coverings. The Minnesota Legislature ended the peacetime emergency declaration on July 1, 2021.

The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") provides for federal payments from the Coronavirus Relief Fund to the State for the discrete purpose of covering expenses directly incurred as a result of COVID-19 between March 1 and December 30, 2020. On March 11, 2021, President Biden signed the American Rescue Plan Act of 2021, which provides local governments an additional $130.2 billion through the Coronavirus Local Fiscal Recovery Fund. These funds can be used to mitigate increased expenditures, lost revenue and economic hardship related to the COVID-19 pandemic.

The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In order for potential investors to identify risk factors and make an informed investment decision, potential investors should be thoroughly familiar with this entire Preliminary Official Statement and the Appendices hereto.

8

VALUATIONS OVERVIEW All non-exempt property is subject to taxation by local taxing districts. Exempt real property includes Indian lands, public property, and educational, religious and charitable institutions. Most personal property is exempt from taxation (except investor-owned utility mains, generating plants, etc.).

The valuation of property in Minnesota consists of three elements. (1) The estimated market value is set by city or county assessors. Not less than 20% of all real properties are to be appraised by local assessors each year. (2) The taxable market value is the estimated market value adjusted by all legislative exclusions. (3) The tax capacity (taxable) value of property is determined by class rates set by the State Legislature.

The tax capacity rate varies according to the classification of the property. Tax capacity represents a percent of taxable market value.

The property tax rate for a local taxing jurisdiction is determined by dividing the total tax capacity or market value of property within the jurisdiction into the dollars to be raised from the levy. State law determines whether a levy is spread on tax capacity or market value. Major classifications and the percentages by which tax capacity is determined are: Type of Property

2018/19

2019/20

2020/21

Residential homestead1

First $500,000 - 1.00% Over $500,000 - 1.25%

First $500,000 - 1.00% Over $500,000 - 1.25%

First $500,000 - 1.00% Over $500,000 - 1.25%

Agricultural homestead1

First $500,000 HGA - 1.00% Over $500,000 HGA - 1.25% First $1,940,000 - 0.50% 2 Over $1,940,000 - 1.00% 2

First $500,000 HGA - 1.00% Over $500,000 HGA - 1.25% First $1,880,000 - 0.50% 2 Over $1,880,000 - 1.00% 2

First $500,000 HGA - 1.00% Over $500,000 HGA - 1.25% First $1,900,000 - 0.50% 2 Over $1,900,000 - 1.00% 2

Agricultural non-homestead

Land - 1.00% 2

Land - 1.00% 2

Land - 1.00% 2

Seasonal recreational residential

First $500,000 - 1.00% 3 Over $500,000 - 1.25% 3

First $500,000 - 1.00% 3 Over $500,000 - 1.25% 3

First $500,000 - 1.00% 3 Over $500,000 - 1.25% 3

Residential non-homestead:

1 unit - 1st $500,000 - 1.00% Over $500,000 - 1.25% 2-3 units - 1.25% 4 or more - 1.25% Small City 4 - 1.25% Affordable Rental: First $139,000 - .75% Over $139,000 - .25%

1 unit - 1st $500,000 - 1.00% Over $500,000 - 1.25% 2-3 units - 1.25% 4 or more - 1.25% Small City 4 - 1.25% Affordable Rental: First $150,000 - .75% Over $150,000 - .25%

1 unit - 1st $500,000 - 1.00% Over $500,000 - 1.25% 2-3 units - 1.25% 4 or more - 1.25% Small City 4 - 1.25% Affordable Rental: First $162,000 - .75% Over $162,000 - .25%

Industrial/Commercial/Utility5

First $150,000 - 1.50% Over $150,000 - 2.00%

First $150,000 - 1.50% Over $150,000 - 2.00%

First $150,000 - 1.50% Over $150,000 - 2.00%

1

A residential property qualifies as "homestead" if it is occupied by the owner or a relative of the owner on the assessment date.

2

Applies to land and buildings. Exempt from referendum market value tax.

3

Exempt from referendum market value tax.

4

Cities of 5,000 population or less and located entirely outside the seven-county metropolitan area and the adjacent nine-county area and whose boundaries are 15 miles or more from the boundaries of a Minnesota city with a population of over 5,000.

5

The estimated market value of utility property is determined by the Minnesota Department of Revenue.

9

CURRENT PROPERTY VALUATIONS $31,059,406,6961

2020/21 Economic Market Value

2020/21 Assessor's Estimated Market Value Real Estate Personal Property Total Valuation Less:

Captured Tax Increment Tax Capacity2 Fiscal Disparities Contribution Fiscal Disparities Distribution

$25,589,461,600

$303,128,959

234,211,800

4,401,014

$25,823,673,400

$307,529,973 (27,224,796)

3

(27,608,721)

Taxable Net Tax Capacity Plus:

2020/21 Net Tax Capacity

$252,696,456 3

58,966,397

Adjusted Taxable Net Tax Capacity

$311,662,853

1

According to the Minnesota Department of Revenue, the Assessor's Estimated Market Value (the "AEMV") for the City of St. Paul, located within the District, is about 95.89% of the actual selling prices of property most recently sold in the City of St. Paul. The sales ratio was calculated by comparing the selling prices with the AEMV. Dividing the AEMV of real estate by the sales ratio and adding the AEMV of personal property and utility, railroads and minerals, if any, results in an Economic Market Value ("EMV") for the City of St. Paul of $31,059,406,696.

2

The captured tax increment value shown above represents the captured net tax capacity of tax increment financing districts in the City of St. Paul.

3

Each community in the seven-county metropolitan area contributes 40% of the growth in its commercialindustrial property tax base since 1972 to an area pool which is then distributed among the municipalities on the basis of population, and fiscal capacity indicated market value as determined by the Minnesota Department of Revenue. Each governmental unit makes a contribution and receives a distribution--sometimes gaining and sometimes contributing net tax capacity for tax purposes.

10

2020/21 NET TAX CAPACITY BY CLASSIFICATION 2020/21 Net Tax Capacity Residential homestead

Percent of Total Net Tax Capacity

$128,417,551

41.76%

39,223

0.01%

82,899,357

26.96%

Public utility

2,747,948

0.89%

Railroad operating property

1,610,950

0.52%

Non-homestead residential

87,388,341

28.42%

25,589

0.01%

4,401,014

1.43%

$307,529,973

100.00%

Agricultural Commercial/industrial

Commercial & residential seasonal/rec.

Personal property Total

TREND OF VALUATIONS

Levy Year

Assessor's Estimated Market Value

Assessor's Taxable Market Value

Net Tax Capacity1

Adjusted Taxable Net Tax Capacity2

2016/17

$19,372,348,700

$18,562,494,700

$229,179,256

$236,179,710

+ 7.43%

2017/18

21,084,091,400

20,305,213,400

251,824,328

256,633,798

+ 8.84%

2018/19

22,568,389,100

21,822,973,900

268,907,576

272,231,169

+ 7.04%

2019/20

23,996,878,400

23,298,377,300

284,578,552

288,118,152

+ 6.33%

2020/21

25,823,673,400

25,162,363,000

307,529,973

311,662,853

+ 7.61%

Percent +/- in Estimated Market Value

1

Net Tax Capacity is before fiscal disparities adjustments and includes tax increment values.

2

Adjusted Taxable Net Tax Capacity is after fiscal disparities adjustments and does not include tax increment values.

11

LARGER TAXPAYERS

Taxpayer

Type of Property

Xcel Energy

Utility

BNSF Railway Company

2020/21 Net Tax Capacity

Percent of City's Total Net Tax Capacity

$ 6,207,762

2.02%

Railroad

1,759,937

0.57%

St. Paul Tower, LP & WF Tower Holdings, LP

Commercial

1,583,250

0.51%

Minnesota Mutual Life Insurance Company

Commercial

1,439,250

0.47%

Group Health Plan, Inc.

Commercial

1,107,684

0.36%

1944 Rice Street, LLC

Commercial

1,038,414

0.34%

Ecolab USA, Inc.

Commercial

1,036,398

0.34%

Court International, LLC

Commercial

989,166

0.32%

Bigos-Kellogg, LLC

Commercial

936,057

0.30%

MSP Apt. 1, LLC

Commercial

886,192

0.29%

$16,984,110

5.52%

Total City's Total 2020/21 Net Tax Capacity

$307,529,973

Source: Current Property Valuations, Net Tax Capacity by Classification, Trend of Valuations and Larger Taxpayers have been furnished by Ramsey County.

12

DEBT DIRECT DEBT1 General Obligation Debt (see schedules following) Total G.O. debt secured by taxes (includes the Bonds)* *Preliminary, subject to change.

1

Outstanding debt is as of the dated date of the Bonds.

13

$10,845,019

14

2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038

* Preliminary, subject to change.

25,619

0 25,619

0 140,000

140,000

Interest

Principal

02/01

336586

115,019

22,678 46,039 46,301

Principal

06/15 & 12/15

MPCA Loan 1) Series 2013 343311 12/15/2013 $430,000

3,460

1,150 1,618 692

Interest

8,570,000

0 390,000 405,000 415,000 425,000 440,000 460,000 470,000 485,000 500,000 515,000 530,000 545,000 565,000 580,000 595,000 615,000 635,000

Principal

02/01

2,390,850

0 255,650 243,725 231,425 218,825 203,650 187,950 174,000 159,675 144,900 129,675 114,000 97,875 81,225 64,050 46,425 28,275 9,525

Interest

General Obligation Bonds 1) Series 2018A 331189 334080 02/15/2018 $9,690,000

2,020,000

0 0 290,000 295,000 295,000 300,000 295,000 185,000 185,000 175,000

Principal

02/01

72,341

0 10,590 13,753 12,435 10,886 9,025 6,795 4,783 3,025 1,050

Estimated Interest

Refunding Bonds 2) Series 2021A 340179 351319 11/04/2021 $2,020,000*

10,845,019

22,678 576,039 741,301 710,000 720,000 740,000 755,000 655,000 670,000 675,000 515,000 530,000 545,000 565,000 580,000 595,000 615,000 635,000

Total Principal

2,492,270

1,150 293,477 258,170 243,860 229,711 212,675 194,745 178,783 162,700 145,950 129,675 114,000 97,875 81,225 64,050 46,425 28,275 9,525

Total Interest

2) This issue will refund the 2023 through 2034 maturities of the District's $3,000,000 General Obligation Bonds, Series 2013A, dated May 15, 2013. This issue is not subject to the debt limit.

1) This issue is not subject to the debt limit.

Calendar Year Ending

Maturity

Dated Amount

General Obligation Bonds 1) Series 2013A 39117 39117 05/15/2013 $3,000,000

Capitol Region Watershed District, Minnesota Schedule of Bonded Indebtedness General Obligation Debt Secured by Taxes (As of 11/04/2021)

13,337,289

23,829 869,516 999,471 953,860 949,711 952,675 949,745 833,783 832,700 820,950 644,675 644,000 642,875 646,225 644,050 641,425 643,275 644,525

Total P & I

10,822,340 10,246,301 9,505,000 8,795,000 8,075,000 7,335,000 6,580,000 5,925,000 5,255,000 4,580,000 4,065,000 3,535,000 2,990,000 2,425,000 1,845,000 1,250,000 635,000 0

Principal Outstanding

.21% 5.52% 12.36% 18.90% 25.54% 32.37% 39.33% 45.37% 51.54% 57.77% 62.52% 67.40% 72.43% 77.64% 82.99% 88.47% 94.14% 100.00%

2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038

Calendar % Paid Year Ending

OVERLAPPING DEBT1

Taxing District

2020/21 Adjusted Taxable Net Tax Capacity

% In District

Ramsey County

$ 718,083,757

City of Falcon Heights

Total G.O. Debt2

District's Proportionate Share

43.4020%

$136,710,000

$ 59,334,874

6,209,209

98.1487%

1,345,000

1,320,100

City of Lauderdale

3,215,504

32.6900%

2,265,000

740,429

City of Maplewood

54,845,971

4.7791%

69,630,000

3,327,687

City of Roseville

64,854,004

17.1917%

16,105,000

2,768,723

358,459,016

81.1075%

274,265,000

City of St. Paul I.S.D. No. 623 (Roseville Area Schools) I.S.D. No. 625 (St. Paul) Metropolitan Council

86,649,939 358,459,016 4,884,505,255

District's Share of Total Overlapping Debt

24.1498% 81.1075% 6.3806%

165,920,000 $240,700,000 193,320,000

222,449,485 3 4 5

40,069,348 195,225,753 12,334,976 $537,571,375

1

Overlapping debt is as of the dated date of the Bonds. Only those taxing jurisdictions with general obligation debt outstanding are included in this section. Does not include non-general obligation debt, self-supporting general obligation revenue debt, short-term general obligation debt, or general obligation tax/aid anticipation certificates of indebtedness.

2

Outstanding debt is based on information in Official Statements obtained on EMMA and the Municipal Advisor's records.

3

Based upon the long term facilities maintenance revenue formula and current statistics, the District anticipates a portion of this debt will be paid by the State of Minnesota. Includes Roseville Area Schools District’s upcoming sale of its $2,585,000 General Obligation Building Refunding Bonds, Series 2021B, which are scheduled to sell on October 12, 2021 and close on November 10, 2021.

4

Based upon the long term facilities maintenance revenue formula and current statistics, the District anticipates a portion of this debt will be paid by the State of Minnesota.

5

The above debt includes all outstanding general obligation debt supported by taxes of the Metropolitan Council.

The Council also has general obligation sewer revenue, wastewater revenue, and radio revenue bonds and lease obligations outstanding all of which are supported entirely by revenues and have not been included in the Overlapping Debt or Debt Ratios sections.

15

DEBT RATIOS

G.O. Debt

Debt/Economic Market Value ($31,059,406,696)

Debt/ Current Population Estimate (211,993)1

Total General Obligation Debt Secured by Taxes (includes the Bonds*

$ 10,730,000

0.03%

$50.61

District's Share of Total Overlapping Debt

$537,571,375

1.73%

$2,535.80

Total*

$548,301,375

1.76%

$2,586.41

*Preliminary, subject to change.

DEBT PAYMENT HISTORY The District has no record of default in the payment of principal and interest on its debt.

FUTURE FINANCING The District has no current plans for additional financing in the next 12 months.

1

Current population estimated is provided by the District’s 2021-2030 Watershed Management Plan. Calculated by multiplying the 2018 Census population estimate for each City located in the District by the percentage each City is located within the District. Following are the percentages of each City located in the District: City of Falcon Heights - 87%, City of Lauderdale - 6%, City of Maplewood - 15%, City of Roseville - 22%, and City of St. Paul - 62% .

16

TAX RATES, LEVIES AND COLLECTIONS TAX LEVIES AND COLLECTIONS Tax Year

Net Tax Levy1

Total Collected Following Year

Collected to Date2

% Collected

2016/17

$ 4,256,566

$ 4,218,254

$ 4,254,465

99.95%

2017/18

4,891,152

4,848,459

4,888,143

99.94%

2018/19

6,501,556

6,444,498

6,494,408

99.89%

2019/20

6,995,512

6,937,294

6,979,777

99.78%

2020/21

8,238,599

In process of collection

Property taxes are collected in two installments in Minnesota--the first by May 15 and the second by October 15.3 Mobile home taxes are collectible in full by August 31. Minnesota Statutes require that levies (taxes and special assessments) for debt service be at least 105% of the actual debt service requirements to allow for delinquencies.

The spread of COVID-19 and responses taken by the United States government, state governments, local governments and private industries have caused significant disruptions to the national and State economy. See "RISK FACTORS - Impact of the Spread of COVID-19" herein. Certain states have announced extended deadlines for payment of property taxes, although as of this date Minnesota has not taken such measures. The District cannot predict whether and how much payment of property taxes will be impacted. Any delays or reduction in the receipt of property taxes may materially adversely impact the District's finances and payment of debt obligations, including the Bonds.

1

This reflects the Final Levy Certification of the City after all adjustments have been made.

2

Collections are through December 31, 2020.

3

Second half tax payments on agricultural property are due on November 15th of each year.

17

TAX CAPACITY RATES1 2016/17

2017/18

2018/19

2019/20

2020/21

51.173%

49.473%

48.565%

48.088%

43.859%

Ramsey County Library

4.677%

4.489%

4.315%

4.221%

3.901%

City of Falcon Heights

26.342%

31.780%

37.356%

35.635%

36.348%

City of Lauderdale

28.678%

29.929%

29.347%

29.330%

27.733%

City of Maplewood

47.248%

45.911%

44.693%

44.646%

41.953%

City of Roseville

38.552%

38.177%

37.422%

39.201%

37.071%

City of St. Paul

42.641%

49.918%

50.270%

50.208%

45.104%

I.S.D. No. 623 (Roseville)

18.894%

34.396%

31.687%

30.668%

31.250%

I.S.D. No. 625 (St. Paul)

40.704%

39.066%

37.265%

38.275%

36.527%

Capitol Region Watershed District

2.096%

2.663%

2.574%

2.946%

2.589%

Metropolitan Council

2.243%

2.153%

2.098%

2.003%

1.809%

Metropolitan Mosquito Control

0.455%

0.440%

0.423%

0.403%

0.366%

Regional Rail

3.875%

3.830%

3.886%

3.918%

3.825%

City of Maplewood

0.00767%

0.00725%

0.00657%

0.00633%

N/A

City of Roseville

0.01782%

0.01685%

0.01574%

N/A

N/A

I.S.D. No. 623 (Roseville)

0.19350%

0.21951%

0.22529%

0.19816%

0.16876%

I.S.D. No. 625 (St. Paul)

0.13670%

0.13466%

0.20754%

0.17773%

0.17635%

Ramsey County

Referendum Market Value Rates:

Source: Tax Levies and Collections and Tax Capacity Rates have been furnished by Ramsey County.

LEVY LIMITS The State Legislature has periodically imposed limitations on the ability of municipalities to levy property taxes. For taxes levied in 2013, payable in 2014, only, the Legislature imposed a one year levy limit on all counties with a population greater than 5,000, and all cities with a population greater than 2,500. While these limitations have expired, the potential exists for future legislation to limit the ability of local governments to levy property taxes. All previous limitations have not limited the ability to levy for the payment of debt service on bonded indebtedness. For more detailed information about Minnesota levy limits, contact the Minnesota Department of Revenue or Ehlers and Associates.

1

After reduction for state aids. Does not include the statewide general property tax against commercial/industrial, non-homestead resorts and seasonal recreational residential property.

18

THE ISSUER GENERAL BACKGROUND Established in 1998, the District is a special purpose unit of government which covers 40.6 square miles and includes portions of the Cities of Falcon Heights, Lauderdale, Maplewood, Roseville, and St. Paul. The District is located within Ramsey County and has an estimated population of 211,993.

The Mississippi River is the District’s predominant water resource and is the water resource to which the District drains. Como Lake, Crosby Lake, Loeb Lake, McCarrons Lake, and Sandy Lake are located in the District.

The Minnesota Watershed Act of 1955 allows for the establishment of watershed districts and gives them authority to: 1) 2) 3) 4) 5)

Create and enforce rules to regulate, conserve, and control the use of water resources; Hire staff, and enter into contracts to carry out water management projects; Levy taxes, accept gifts, and borrow funds to finance district operations; Acquire property needed to carry out projects; Acquire, construct, and operate drainage systems, dams, and water supply systems.

MANAGEMENT The District is guided by five managers who are appointed by the Ramsey County Board of Commissioners. The Board of Managers works with other governmental bodies, such as the Ramsey Soil and Water Conservation District, Ramsey County, state agencies and cities within its jurisdiction, to protect, manage, and improve surface water and groundwater. The District initiates major water quality and flood control studies and projects and provides public education on water resources protection.

EMPLOYEES; PENSIONS; UNIONS The District currently has 21 full-time and three (3) seasonal employees. All full-time employees of the District are covered by defined benefit pension plans administered by the Public Employee Retirement Association of Minnesota (PERA). PERA administers the General Employees Retirement Fund (GERF) and the Public Employees Police and Fire Fund (PEPFF) which are cost-sharing multiple-employer retirement plans. PERA members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security. See the Notes to Financial Statements in Appendix A for a detailed description of the Plans.

LITIGATION There is no litigation threatened or pending questioning the organization or boundaries of the District or the right of any of its officers to their respective offices or in any manner questioning their rights and power to execute and deliver the Bonds or otherwise questioning the validity of the Bonds.

19

MUNICIPAL BANKRUPTCY Municipalities are prohibited from filing for bankruptcy under Chapter 11 (reorganization) or Chapter 7 (liquidation) of the U.S. Bankruptcy Code (11 U.S.C. §§ 101-1532) (the "Bankruptcy Code"). Instead, the Bankruptcy Code permits municipalities to file a petition under Chapter 9 of the Bankruptcy Code, but only if certain requirements are met. These requirements include that the municipality must be "specifically authorized" under State law to file for relief under Chapter 9. For these purposes, "State law" may include, without limitation, statutes of general applicability enacted by the State legislature, special legislation applicable to a particular municipality, and/or executive orders issued by an appropriate officer of the State’s executive branch.

As of the date hereof, Minnesota Statutes, 471.831, authorizes municipalities to file for bankruptcy relief under Chapter 9 of the Bankruptcy Code. A municipality is defined in United States Code, title 11, section 101, as amended through December 31, 1996, but limited to a county, statutory or home rule charter city, or town; or a housing and redevelopment authority, economic development authority, or rural development financing authority established under Chapter 469, a home rule charter or special law.

FUNDS ON HAND (As of July 31, 2021) Total Cash and Investments

Fund Operations

$ 3,089,276

Capital Improvement Program

6,131,077

Debt Service

(201,784) $ 9,018,569

Total Funds on Hand

20

SUMMARY GENERAL FUND INFORMATION Following are summaries of the revenues and expenditures and fund balances for the District's General Fund. These summaries are not purported to be the complete audited financial statements of the District, and potential purchasers should read the included financial statements in their entirety for more complete information concerning the District. Copies of the complete statements are available upon request.

Appendix A includes the District’s 2020 audited financial statements.

FISCAL YEAR ENDING DECEMBER 31 COMBINED STATEMENT 2017 Audited

2018 Audited

2019 Audited

2020 Audited

2021 Adopted Budget 1)

General property taxes Intergovernmental Interest income Permit fees Miscellaneous Total Revenues

$3,112,860 62,581 17,827 41,700 15,407 $3,250,375

$3,504,968 26,605 55,756 27,400 29,159 $3,643,888

$3,471,248 0 43,102 12,900 56,288 $3,583,538

$4,695,669 0 10,724 36,500 39,611 $4,782,504

$4,752,220 15,000 1,000 20,000 0 $4,788,220

Expenditures Current: General government: Other services and charges Salaries & benefits Supplies Noncapitalized equipment Legal Engineering Projects and studies Capital outlay Total Expenditures

$783,302 1,194,452 163,775 11,940 29,068 464,268 445,028 0 $3,091,833

$709,430 1,428,797 104,842 6,500 33,580 392,557 827,664 0 $3,503,370

$423,548 1,639,666 98,379 7,347 25,958 533,763 1,144,739 30,810 $3,904,210

$551,899 1,847,944 102,703 44,111 30,475 459,437 706,116 0 $3,742,685

$5,368,320

Excess of revenues over (under) expenditures

$158,542

$140,518

($320,672)

$1,039,819

($580,100)

Net changes in Fund Balances

$158,542

$140,518

($320,672)

$1,039,819

($580,100)

General Fund Balance January 1 Prior Period Adjustment Residual Equity Transfer in (out)

$1,912,725 0 0

$2,071,267 0 0

$2,211,785 0 0

$1,891,113 0 0

$2,930,932 0 0

General Fund Balance December 31

$2,071,267

$2,211,785

$1,891,113

$2,930,932

$2,350,832

$37,541 2,033,726 $2,071,267

$0 2,211,785 $2,211,785

$0 1,891,113 $1,891,113

$0 2,930,932 $2,930,932

$0 2,350,832 $2,350,832

Revenues

DETAILS OF DECEMBER 31 FUND BALANCE Nonspendable Unassigned Total

1) The 2021 budget was adopted on December 16, 2020. The District’s budget categorizes its general fund operating expenses as $799,100 for Administration, $3,626,434 for Programs, and $942,786 for Projects.

21

GENERAL INFORMATION LOCATION The District comprises an area of 40.6 square miles and includes the following percentages for each City that is located within the District: City of Falcon Heights - 87%, City of Lauderdale - 6%, City of Maplewood - 15%, City of Roseville - 22%, and City of St. Paul - 62% . The District has an estimated population of 211,993.

LARGER EMPLOYERS1 Larger employers in the District include the following: Estimated No. of Employees

Firm

Type of Business/Product

Regions Hospital

Health care

26,000

University of Minnesota

Post-secondary education

24,070

State of Minnesota

State government

14,695

3M Company

Industrial and consumer products

12,000

I.S.D. No. 625 (St. Paul)

Elementary and secondary education

6,500

HealthEast

Health care

5,800

Ramsey County

County government and services

3,655

US Bancorp

Financial services

3,346

City of St. Paul

Municipal government and services

2,500

United Hospital

Health care

2,265

Source:

2

Data Axle Reference Solutions, written and telephone survey (August 2021), and the Minnesota Department of Employment and Economic Development.

1

This does not purport to be a comprehensive list and is based on available data obtained through a survey of individual employers, as well as the sources identified above. Some employers do not respond to inquiries for employment data. Estimates provided are accurate as of the date noted and may not reflect changes in the number of employees resulting from the current COVID-19 pandemic. (See "Risk Factors - Impact of the Spread of COVID-19").

2

Regions Hospital is a part of the broader HealthPartners organization which has 26,000 employees including locations outside of the District.

22

U.S. CENSUS DATA Population Trend: City of St. Paul, Minnesota1 2000 U.S. Census population 2010 U.S. Census population 2020 Metropolitan Council Estimate Percent of Change 2000 - 2010

287,151 285,068 311,527 -0.73%

Income and Age Statistics City of St. Paul

Ramsey County

State of Minnesota

United States

2019 per capita income 2019 median household income 2019 median family income 2019 median gross rent 2019 median value owner occupied units 2019 median age

$31,242 $57,876 $72,576 $968 $208,000 32.0 yrs.

$35,013 $64,660 $85,923 $1,007 $229,600 35.0 yrs.

$37,625 $71,306 $89,842 $977 $223,900 38.0 yrs.

$34,103 $62,843 $77,263 $1,062 $217,500 38.1 yrs.

District % of 2019 per capita income District % of 2019 median family income

State of Minnesota 83.04% 80.78%

United States 91.61% 93.93%

Housing Statistics City of St. Paul All Housing Units

2010

2019

121,265

120,878

Percent of Change -0.32%

Source: 2000 and 2010 Census of Population and Housing, and 2019 American Community Survey (Based on a five-year estimate), U.S. Census Bureau (https://data.census.gov/cedsci).

EMPLOYMENT/UNEMPLOYMENT DATA Rates are not compiled for individual communities within counties.

Average Unemployment

Average Employment Year

Ramsey County

Ramsey County

2017 277,726 3.2% 2018 281,072 2.7% 2019 283,379 3.0% 2020 270,946 6.5% 2021, August 273,319 4.0% Source: Minnesota Department of Employment and Economic Development.

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State of Minnesota 3.4% 3.0% 3.2% 6.2% 3.4%

Approximately 62% of the City of St. Paul is located in the District. Since the U.S. Census data is not available for the District, data for the City of St. Paul is shown.

23

APPENDIX A FINANCIAL STATEMENTS Potential purchasers should read the included financial statements in their entirety for more complete information concerning the District’s financial position. Such financial statements have been audited by the Auditor, to the extent and for the periods indicated thereon. The District has not requested or engaged the Auditor to perform, and the Auditor has not performed, any additional examination, assessments, procedures or evaluation with respect to such financial statements since the date thereof or with respect to this Preliminary Official Statement, nor has the District requested that the Auditor consent to the use of such financial statements in this Preliminary Official Statement.

Although the inclusion of the financial statements in this Preliminary Official Statement is not intended to demonstrate the fiscal condition of the District since the date of the financial statements, in connection with the issuance of the Bonds, the District represents that there have been no material adverse change in the financial position or results of operations of the District, nor has the District incurred any material liabilities, which would make such financial statements misleading.

Copies of the complete audited financial statements for the past three years and the current budget are available upon request from Ehlers.

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ANNUAL FINANCIAL REPORT Year Ended December 31, 2020

CAPITOL REGION WATERSHED DISTRICT Ramsey County, Minnesota

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STATE OF MINNESOTA Suite 500 525 Park Street

Julie Blaha

State Auditor

Saint Paul, MN 55103

INDEPENDENT AUDITOR’S REPORT

Board of Managers Capitol Region Watershed District Saint Paul, Minnesota Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities and each major fund of the Capitol Region Watershed District as of and for the year ended December 31, 2020, and the related notes to the financial statements, which collectively comprise the District’s basic financial statements, as listed in the table of contents.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the District’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the District’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

Main: (651) 296-2551 z Fax: (651) 296-4755 z TTY: (800) 627-3529 z State.Auditor@ osa.state.mn.us An equal opportunity employer A-5

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www.osa.state.mn.us

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and each major fund of the Capitol Region Watershed District as of December 31, 2020, and the respective changes in financial position thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis and Required Supplementary Information as listed in the table of contents be presented to supplement the basic financial statements. Such information, although not part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Capitol Region Watershed District’s basic financial statements. The Supplementary Information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. The Supplementary Information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Supplementary Information is fairly stated, in all material respects, in relation to the basic financial statements as a whole.

JULIE BLAHA STATE AUDITOR

DIANNE SYVERSON, CPA DEPUTY STATE AUDITOR

May 18, 2021

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A-10

15

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CAPITOL REGION WATERSHED DISTRICT STATEMENT OF NET POSITION December 31, 2020

Statement 1

Governmental Activities Assets: Cash and short term investments Due from other governments Property taxes receivable: Due from county Delinquent Capital assets - net: Non-depreciable Depreciable Total assets Deferred outflows of resources related to pensions Total assets and deferred outflows of resources Liabilities: Accounts payable Contracts payable - retainage Deposits payable Accrued interest payable Loans payable: Due within one year Due in more than one year Bonds payable: Due within one year Due in more than one year Compensated absences payable: Due within one year Net pension liability: Due in more than one year Total liabilities Deferred inflows of resources related to pensions Net position: Net investment in capital assets Restricted for debt service Unrestricted Total net position Total liabilities, deferred inflows of resources and net position

The accompanying notes are an integral part of these financial statements.

A-11

$10,045,713 199,520 142,173 113,584 2,166,962 21,399,689 34,067,641 229,976 34,297,617

$746,083 20,790 918,319 148,505 45,132 92,340 605,000 11,594,967 144,222 1,067,191 15,382,549 44,291

13,528,702 220,474 5,121,601 18,870,777 $34,297,617

CAPITOL REGION WATERSHED DISTRICT STATEMENT OF ACTIVITIES For The Year Ended December 31, 2020

Functions/Programs

Expenses

Statement 2

Program Revenues Operating Capital Charges For Grants and Grants and Services Contributions Contributions

Net (Expense) Revenue and Changes in Net Position

Governmental activities: General government Conservation of natural resources Interest on long term debt

$3,556,142 1,799,233 340,601

$36,500 -

$2,872 -

$

892,950 -

($3,516,770) (906,283) (340,601)

Total governmental activities

$5,695,976

$36,500

$2,872

$892,950

(4,763,654)

General revenues: Property taxes Unrestricted investment earnings Miscellaneous Total general revenues

8,210,098 31,236 110,300 8,351,634

Change in net position

3,587,980

Net position - January 1

15,282,797

Net position - December 31

The accompanying notes are an integral part of these financial statements.

A-12

$18,870,777

CAPITOL REGION WATERSHED DISTRICT BALANCE SHEET GOVERNMENTAL FUNDS December 31, 2020

Statement 3

Operations Assets Cash and short-term investments Due from other governments Property taxes receivable: Due from county Delinquent

Capital Improvement

Debt Service

Total Governmental Funds

$4,123,335 -

$5,710,814 199,520

$211,564 -

$10,045,713 199,520

81,621 65,209

42,393 33,868

18,159 14,507

142,173 113,584

4,270,165

5,986,595

244,230

10,500,990

Liabilities: Accounts payable Contracts payable - retainage Deposits payable Total liabilities

355,705 918,319 1,274,024

390,378 20,790 411,168

-

746,083 20,790 918,319 1,685,192

Deferred inflows of resources: Unavailable revenue

65,209

156,636

14,507

236,352

2,930,932 2,930,932

5,418,791 5,418,791

229,723 229,723

229,723 5,418,791 2,930,932 8,579,446

$4,270,165

$5,986,595

$244,230

$10,500,990

Total assets

Fund balance: Restricted Assigned Unassigned Total fund balance Total liabilities, deferred inflows of resources, and fund balance

Fund balance reported above Amounts reported for governmental activities in the statement of net position are different because: Capital assets, net of accumulated depreciation, used in governmental activities are not financial resources and, therefore, are not reported in the funds.

Deferred outflows of resources related to pensions are not current financial resources and, therefore, are not reported in the funds.

Deferred inflows of resources related to pensions are associated with long-term liabilities that are not due and payable in the current period and, therefore, are not reported in the funds.

Long-term liabilities are not due and payable in the current period and, therefore, are not reported in the funds: Accrued interest payable Loans payable Bonds payable Compensated absences payable Net pension liability Other long-term assets are not available to pay for current period expenditures and, therefore, are reported as deferred inflows of resources in the funds.

Net position of governmental activities

$8,579,446

23,566,651 229,976 (44,291) (148,505) (137,472) (12,199,967) (144,222) (1,067,191) 236,352 $18,870,777

The accompanying notes are an integral part of these financial statements.

A-13

CAPITOL REGION WATERSHED DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS For The Year Ended December 31, 2020

Operations Revenues: General property taxes Intergovernmental Interest income Permit fees Miscellaneous Total revenues

Statement 4

Capital Improvement

Debt Service

$4,695,669 10,724 36,500 39,611 4,782,504

$2,438,864 1,515,718 19,694 70,689 4,044,965

551,899 1,847,944 102,703 44,111 30,475 459,437 706,116 -

916,654 2,472,746

3,742,685

3,389,400

634,243 368,205 1,002,448

634,243 368,205 8,134,533

Net change in fund balance

1,039,819

655,565

43,032

1,738,416

Fund balance - January 1

1,891,113

4,763,226

186,691

6,841,030

$2,930,932

$5,418,791

$229,723

$8,579,446

Expenditures: Current: General government: Other services and charges Salaries & benefits Supplies Noncapitalized equipment Legal Engineering Projects and studies Conservation of natural resources Capital outlay Debt services: Principal Interest Total expenditures

Fund balance - December 31

$1,044,662 818 1,045,480

Total Governmental Funds

-

The accompanying notes are an integral part of these financial statements.

A-14

$8,179,195 1,515,718 31,236 36,500 110,300 9,872,949

551,899 1,847,944 102,703 44,111 30,475 459,437 706,116 916,654 2,472,746

CAPITOL REGION WATERSHED DISTRICT RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES For The Year Ended December 31, 2020

Statement 5

Amounts reported for governmental activities in the Statement of Activities (Statement 2) are different because: Net changes in fund balances - total governmental funds (Statement 4)

$1,738,416

Governmental funds report capital outlays as expenditures. However, in the Statement of Activities the cost of these assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlay exceeded depreciation in the current period: Capital outlay Depreciation expense

2,472,746 (899,022)

Accrued interest payable: At December 31, 2020 At December 31, 2019

(148,505) 155,753

The issuance of long-term debt (e.g., bonds, leases) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds.

Neither transaction, however, has any effect on net position. This amount is the net effect of these differences in the treatment of long-term debt and related items: Principal payment Amortization of premium

634,243 20,356

Revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the funds: Unavailable revenue: A At December 31, 2020 A At December 31, 2019

236,352 (582,681)

Some expenses reported in the Statement of Activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds: Compensated absences payable: A At December 31, 2020 A At December 31, 2019

(144,222) 105,753

Governmental funds report pension contributions as expenditures, however, pension expense is reported in the Statement of Activities. This is the amount by which pension expense differs from pension contributions during the current period: Pension contributions Pension expense Change in net position of governmental activities (Statement 2) The accompanying notes are an integral part of these financial statements.

A-15

103,085 (104,294)

(1,209) $3,587,980

A-16

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APPENDIX B FORM OF LEGAL OPINION (See following pages)

B-1

$2,020,000* Capitol Region Watershed District General Obligation Refunding Bonds, Series 2021A We have acted as bond counsel to the Capitol Region Watershed District, Minnesota (the “Issuer”) in connection with the issuance by the Issuer of its General Obligation Refunding Bonds, Series 2021A (the “Bonds”), originally dated the date hereof, and issued in the original aggregate principal amount of $2,020,000*. In such capacity and for the purpose of rendering this opinion we have examined certified copies of certain proceedings, certifications and other documents, and applicable laws as we have deemed necessary. Regarding questions of fact material to this opinion, we have relied on certified proceedings and other certifications of public officials and other documents furnished to us without undertaking to verify the same by independent investigation. Under existing laws, regulations, rulings and decisions in effect on the date hereof, and based on the foregoing we are of the opinion that: 1.

The Bonds have been duly authorized and executed, and are valid and binding general obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2.

The principal of and interest on the Bonds are payable primarily from ad valorem property taxes levied by the Issuer, but if necessary for the payment thereof additional ad valorem property taxes are required by law to be levied on all taxable property of the Issuer, which taxes are not subject to any limitation as to rate or amount.

3.

Interest on the Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes, and is not a preference item for purposes of the computation of the federal alternative minimum tax, or the computation of the Minnesota alternative minimum tax imposed on individuals, trusts and estates. However, such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. The opinion set forth in this paragraph is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein.

The rights of the owners of the Bonds and the enforceability of the Bonds may be limited 4. by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally and by equitable principles, whether considered at law or in equity.

We have not been asked and have not undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds, and accordingly we express no opinion with respect thereto.

CA520-5-745853.v1

B-2

This opinion is given as of the date hereof and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Dated ____________, 2021 at Minneapolis, Minnesota.

CA520-5-745853.v1

B-3

APPENDIX C BOOK-ENTRY-ONLY SYSTEM 1.

The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the securities (the "Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.]

2.

DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

3.

Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4.

To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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5.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners.

In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.]

6.

Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

7.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8.

Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

9.

A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's DTC account.

10.

DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the District or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

11.

The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.

12.

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.

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APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE (See following pages)

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$2,020,000* Capitol Region Watershed District General Obligation Refunding Bonds, Series 2021A CONTINUING DISCLOSURE CERTIFICATE ___________, 2021 This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the Capitol Region Watershed District (the “Issuer”) in connection with the issuance of its General Obligation Refunding Bonds, Series 2021A (the “Bonds”) in the original aggregate principal amount of $2,020,000*.

The Bonds are being issued pursuant to resolutions adopted by the Board of Managers of the Issuer (the “Resolutions”). The Bonds are being delivered to _________________, __________, ____________ (the “Purchaser”) on the date hereof. Pursuant to the Resolutions, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. The Issuer hereby covenants and agrees as follows: Section 1.

Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders (as defined herein) of the Bonds in order to provide for the public availability of such information and assist the Participating Underwriter(s) (as defined herein) in complying with the Rule (as defined herein). This Disclosure Certificate, together with the Resolutions, constitutes the written agreement or contract for the benefit of the Holders of the Bonds that is required by the Rule.

Section 2.

Definitions. In addition to the defined terms set forth in the Resolutions, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” means any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Audited Financial Statements” means annual financial statements of the Issuer, prepared in accordance with GAAP as prescribed by GASB. “Bonds” means the General Obligation Refunding Bonds, Series 2021A, issued by the Issuer in the original aggregate principal amount of $2,020,000.

“Disclosure Certificate” means this Continuing Disclosure Certificate.

“EMMA” means the Electronic Municipal Market Access system operated by the MSRB and designated as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule.

“Final Official Statement” means the deemed final Official Statement, dated __________, 2021, which constitutes the final official statement delivered in connection with the Bonds, which is available from the MSRB. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a Financial Obligation as described in clause (a) or (b). The term “Financial Obligation”

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shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

“Fiscal Year” means the fiscal year of the Issuer.

“GAAP” means generally accepted accounting principles for governmental units as prescribed by GASB. “GASB” means the Governmental Accounting Standards Board.

“Holder” means the person in whose name a Bond is registered or a beneficial owner of such a Bond.

“Issuer” means the Capitol Region Watershed District, which is the obligated person with respect to the Bonds.

“Material Event” means any of the events listed in Section 5(a) of this Disclosure Certificate.

“MSRB” means the Municipal Securities Rulemaking Board located at 1300 I Street NW, Suite 1000, Washington, DC 20005.

“Participating Underwriter” means any of the original underwriter(s) of the Bonds (including the Purchaser) required to comply with the Rule in connection with the offering of the Bonds.

“Purchaser” means _________________, __________, ____________.

“Repository” means EMMA, or any successor thereto designated by the SEC. “Rule” means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time, and including written interpretations thereof by the SEC. “SEC” means Securities and Exchange Commission, and any successor thereto.

Section 3.

Provision of Annual Financial Information and Audited Financial Statements.

(a) The Issuer shall provide to the Repository not later than 12 months after the end of the Fiscal Year commencing with the year that ends December 31, 2021, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report. (b) If the Issuer is unable or fails to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice of that fact to the Repository and the MSRB. (c) The Issuer shall determine each year prior to the date for providing the Annual Report the name and address of each Repository.

Section 4.

Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following sections of the Final Official Statement:

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1.

2.

3.

4.

5.

Current Property Valuations Direct Debt Tax Levies and Collections U.S. Census Data/Population Trend Employment/Unemployment Data

In addition to the items listed above, the Annual Report shall include Audited Financial Statements submitted in accordance with Section 3 of this Disclosure Certificate.

Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to the Repository or the SEC. If the document incorporated by reference is a final official statement, it must also be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference.

Section 5.

Reporting of Material Events.

(a) This Section 5 shall govern the giving of notice of the occurrence of any of the following events (“Material Events”) with respect to the Bonds: 1.

Principal and interest payment delinquencies;

2.

Non-payment related defaults, if material;

3.

Unscheduled draws on debt service reserves reflecting financial difficulties;

4.

Unscheduled draws on credit enhancements reflecting financial difficulties;

5.

Substitution of credit or liquidity providers, or their failure to perform;

6.

Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB), or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security;

7.

Modifications to rights of security holders, if material;

8.

Bond calls, if material, and tender offers;

9.

Defeasances;

10.

Release, substitution, or sale of property securing repayment of the securities, if material;

11.

Rating changes;

12.

Bankruptcy, insolvency, receivership or similar event of the obligated person;

13.

The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake

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such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14.

Appointment of a successor or additional trustee or the change of name of a trustee, if material;

15.

Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and

16.

Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.

(b)

The Issuer shall file a notice of such occurrence with the Repository or with the MSRB within 10 business days of the occurrence of the Material Event.

(c) Unless otherwise required by law and subject to technical and economic feasibility, the Issuer shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the Issuer’s information.

Section 6.

EMMA. The SEC has designated EMMA as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule. Until the EMMA system is amended or altered by the MSRB and the SEC, the Issuer shall make all filings required under this Disclosure Certificate solely with EMMA. Section 7.

Termination of Reporting Obligation. The Issuer’s obligations under the Resolutions and this Disclosure Certificate shall terminate upon the redemption in full of all Bonds or payment in full of all Bonds.

Section 8.

Agent. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under the Resolutions and this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent.

Section 9.

Amendment; Waiver. Notwithstanding any other provision of the Resolutions or this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion of nationally recognized bond counsel to the effect that such amendment or waiver would not, in and of itself, cause a violation of the Rule. The provisions of the Resolutions requiring continuing disclosure pursuant to the Rule and this Disclosure Certificate, or any provision hereof, shall be null and void in the event that the Issuer delivers to the Repository an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which impose the continuing disclosure requirements of the Resolutions and the execution and delivery of this Disclosure Certificate are invalid, have been repealed retroactively or otherwise do not apply to the Bonds. The provisions of the Resolutions requiring continuing disclosure pursuant to the Rule and this Disclosure Certificate may be amended without the consent of the Holders of the Bonds, but only upon the delivery by the Issuer to the Repository of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance with the Rule.

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Section 10.

Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Material Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Material Event.

Section 11.

Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any Holder of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under the Resolutions and this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default with respect to the Bonds and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12.

Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Participating Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

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IN WITNESS WHEREOF, we have executed this Disclosure Certificate in our official capacities effective as of the date and year first written above.

CAPITOL REGION WATERSHED DISTRICT

Chair

Board Secretary

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APPENDIX E TERMS OF PROPOSAL $2,020,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021A CAPITOL REGION WATERSHED DISTRICT, MINNESOTA Proposals for the purchase of $2,020,000* General Obligation Refunding Bonds, Series 2021A (the "Bonds") of the Capitol Region Watershed District, Minnesota (the "District") will be received at the offices of Ehlers and Associates, Inc. ("Ehlers"), 3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, municipal advisors to the District, until 10:00 A.M., Central Time, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below, until 10:00 A.M. Central Time, on October 6, 2021, at which time they will be opened, read and tabulated. The proposals will be presented to the Board for consideration for award by resolution at a meeting to be held at 6:00 P.M., Central Time, on the same date. The proposal offering to purchase the Bonds upon the terms specified herein and most favorable to the District will be accepted unless all proposals are rejected.

PURPOSE The Bonds are authorized pursuant to Minnesota Statutes, Chapters 103B, 103D and 475, and Section 475.67, by the District, for the purpose of effecting a current refunding of the callable maturities of the District’s outstanding general obligations. The Bonds will be general obligations of the District for which its full faith, credit and taxing powers are pledged.

DATES AND MATURITIES The Bonds will be dated November 4, 2021, will be issued as fully registered Bonds in the denomination of $5,000 each, or any integral multiple thereof, and will mature on February 1 as follows: Year 2023 2024 2025

Amount* $290,000 295,000 295,000

Year 2026 2027 2028

Amount* $300,000 295,000 185,000

Year 2029 2030

Amount* $185,000 175,000

ADJUSTMENT OPTION * The District reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in increments of $5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000.

TERM BOND OPTION Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. All dates are inclusive.

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INTEREST PAYMENT DATES AND RATES Interest will be payable on February 1 and August 1 of each year, commencing August 1, 2022, to the registered owners of the Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board. The rate for any maturity may not be more than 2.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is proposed for the 2023 maturity, then the lowest rate that may be proposed for any later maturity is 2.50%.) All Bonds of the same maturity must bear interest from date of issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%.

BOOK-ENTRY-ONLY FORMAT Unless otherwise specified by the purchaser, the Bonds will be designated in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds, and will be responsible for maintaining a book-entry system for recording the interests of its participants and the transfers of interests between its participants. The participants will be responsible for maintaining records regarding the beneficial interests of the individual purchasers of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, all payments of principal and interest will be made to the depository which, in turn, will be obligated to remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds.

PAYING AGENT The District has selected Bond Trust Services Corporation, Roseville, Minnesota, to act as paying agent (the "Paying Agent"). Bond Trust Services Corporation and Ehlers are affiliate companies. The District will pay the charges for Paying Agent services. The District reserves the right to remove the Paying Agent and to appoint a successor.

OPTIONAL REDEMPTION At the option of the District, the Bonds maturing on or after February 1, 2029 shall be subject to optional redemption prior to maturity on February 1, 2028 or any date thereafter, at a price of par plus accrued interest.

Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection of the amounts and maturities of the Bonds to be redeemed shall be at the discretion of the District. If only part of the Bonds having a common maturity date are called for redemption, then the District or Paying Agent, if any, will notify DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed.

Notice of redemption shall be sent by mail not more than 60 days and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books.

DELIVERY On or about November 4, 2021, the Bonds will be delivered without cost to the winning bidder at DTC. On the day of closing, the District will furnish to the winning bidder the opinion of bond counsel hereinafter described, an arbitrage certification, and certificates verifying that no litigation in any manner questioning the validity of the Bonds is then pending or, to the best knowledge of officers of the District, threatened. Payment for the Bonds must be received by the District at its designated depository on the date of closing in immediately available funds.

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LEGAL OPINION An opinion as to the validity of the Bonds and the exemption from taxation of the interest thereon will be furnished

by Kennedy & Graven, Chartered, Minneapolis, Minnesota, Bond Counsel to the District, and will be available at the time of delivery of the Bonds. The legal opinion will state that the Bonds are valid and binding general obligations of the District; provided that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding). See "FORM OF LEGAL OPINION" found in Appendix B. SUBMISSION OF PROPOSALS Proposals must not be for less than $1,995,760 plus accrued interest on the principal sum of $2,020,000 from date of original issue of the Bonds to date of delivery. Prior to the time established above for the opening of proposals, interested parties may submit a proposal as follows: 1)

Electronically to bondsale@ehlers-inc.com; or

2)

Electronically via PARITY in accordance with this Terms of Proposal until 10:00 A.M. Central Time, but no proposal will be received after the time for receiving proposals specified above. To the extent any instructions or directions set forth in PARITY conflict with this Terms of Proposal, the terms of this Terms of Proposal shall control. For further information about PARITY, potential bidders may contact Ehlers or i-Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Telephone (212) 849-5021.

Proposals must be submitted to Ehlers via one of the methods described above and must be received prior to the time established above for the opening of proposals. Each proposal must be unconditional except as to legality. Neither the District nor Ehlers shall be responsible for any failure to receive a facsimile submission.

A good faith deposit ("Deposit") in the amount of $40,400 shall be made by the winning bidder by wire transfer of funds. Such Deposit shall be received by Ehlers no later than two hours after the proposal opening time.

Wire transfer instructions will be provided to the winning bidder by Ehlers after the tabulation of proposals.

The District reserves the right to award the Bonds to a winning bidder whose wire transfer is initiated but not received by such time provided that such winning bidder’s federal wire reference number has been received by such time. In the event the Deposit is not received as provided above, the District may award the Bonds to the bidder submitting the next best proposal provided such bidder agrees to such award. The Deposit will be retained by the District as liquidated damages if the proposal is accepted and the Purchaser fails to comply therewith.

The District and the winning bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All income earned thereon shall be retained by the escrow holder as payment for its expenses; 2) If the proposal is not accepted, Ehlers shall, at its expense, promptly return the Deposit amount to the winning bidder; 3) If the proposal is accepted, the Deposit shall be returned to the winning bidder at the closing; 4) Ehlers shall bear all costs of maintaining the escrow account and returning the funds to the winning bidder; 5) Ehlers shall not be an insurer of the Deposit amount and shall have no liability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified herein; and 6) FDIC insurance on deposits within the escrow account shall be limited to $250 ,000 per bidder.

No proposal can be withdrawn after the time set for receiving proposals unless the meeting of the District scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having b en made.

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AWARD The Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost (TIC) basis. The District’s computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The District reserves the right to reject any and all proposals and to waive any informality in any proposal.

BOND INSURANCE If the Bonds are qualified for any bond insurance policy, the purchase of such policy shall be at the sole option and expense of the winning bidder. Any cost for such insurance policy is to be paid by the winning bidder, except that, if the District requested and received a rating on the Bonds from a rating agency, the District will pay that rating fee.

Any rating agency fees not requested by the District are the responsibility of the winning bidder.

Failure of the municipal bond insurer to issue the policy after the Bonds are awarded to the winning bidder shall not constitute cause for failure or refusal by the winning bidder to accept delivery of the Bonds.

CUSIP NUMBERS The District will assume no obligation for the assignment or printing of CUSIP numbers on the Bonds or for the correctness of any numbers printed thereon, but will permit such numbers to be printed at the expense of the winning bidder, if the winning bidder waives any delay in delivery occasioned thereby.

QUALIFIED TAX-EXEMPT OBLIGATIONS The District will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.

CONTINUING DISCLOSURE In order to assist the Underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 the District will enter into an undertaking for the benefit of the holders of the Bonds. A description of the details and terms of the undertaking is set forth in Appendix D of the Preliminary Official Statement.

NEW ISSUE PRICING The winning bidder will be required to provide, in a timely manner, certain information necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended, and to provide a certificate which will be provided by Bond Counsel upon request. (a) The winning bidder shall assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District at closing an "issue price" or similar certificate satisfactory to Bond Counsel setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications. All actions to be taken by the District under this Terms of Proposal to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor identified herein and any notice or report to be provided to the District may be provided to the District’s municipal advisor.

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(b) The District intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the "competitive sale requirements") because: (1)

The District shall disseminate this Terms of Proposal to potential underwriters in a manner that is reasonably designed to reach potential investors;

(2)

all bidders shall have an equal opportunity to bid;

(3)

the District may receive proposals from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and

(4)

the District anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Terms of Proposal.

Any proposal submitted pursuant to this Terms of Proposal shall be considered a firm offer for the purchase of the Bonds, as specified in this proposal. (c) If all of the requirements of a "competitive sale" are not satisfied, the District shall advise the winning bidder of such fact prior to the time of award of the sale of the Bonds to the winning bidder. In such event, any proposal submitted will not be subject to cancellation or withdrawal and the District agrees to use the rule selected by the winning bidder on its proposal form to determine the issue price for the Bonds. On its proposal form, each bidder must select one of the following two rules for determining the issue price of the Bonds: (1) the first price at which 10% of a maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity or (2) the initial offering price to the public as of the sale date as the issue price of each maturity of the Bonds (the "hold-the-offeringprice rule"). (d) If all of the requirements of a "competitive sale" are not satisfied and the winning bidder selects the hold-theoffering-price rule, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the proposal submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The winning bidder will advise the District promptly after the close of the fifth (5th) business day after the sale whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The District acknowledges that in making the representation set forth above, the winning bidder will rely on: (i) the agreement of each underwriter to comply with requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, E-5

(ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The District further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price rule of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offeringprice rule as applicable to the Bonds. (e) If all of the requirements of a "competitive sale" are not satisfied and the winning bidder selects the 10% test, the winning bidder agrees to promptly report to the District, Bond Counsel and Ehlers the prices at which the Bonds have been sold to the public. That reporting obligation shall continue, whether or not the closing date has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to each maturity of the Bonds, provided that, the winning bidder’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the District or bond counsel. (f)

By submitting a proposal, each bidder confirms that:

(i) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is party to such third-party distribution agreement, as applicable, to: (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred until either all securities of that maturity allocated to it have been sold or it is notified by the winning bidder that either the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the District or bond counsel.

(B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to: (A) to promptly notify the winning bidder of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and

E-6

(B) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the winning bidder shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public. (g) Sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each term being used as defined below) shall not constitute sales to the public for purposes of this Terms of Proposal. Further, for purposes of this Terms of Proposal: (i)

"public" means any person other than an underwriter or a related party,

(ii)

"underwriter" means (A) any person that agrees pursuant to a written contract with the District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public),

(iii)

a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

(iv)

"sale date" means the date that the Bonds are awarded by the District to the winning bidder.

PRELIMINARY OFFICIAL STATEMENT

Bidders may obtain a copy of the Preliminary Official Statement relating to the Bonds prior to the proposal opening by request from Ehlers at www.ehlers-inc.com by connecting to the Bond Sales link. The Syndicate Manager will be provided with an electronic copy of the Final Official Statement within seven business days of the proposal acceptance. Up to 10 printed copies of the Final Official Statement will be provided upon request. Additional copies of the Final Official Statement will be available at a cost of $10.00 per copy.

Information for bidders and proposal forms may be obtained from Ehlers at 3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, Telephone (651) 697-8500.

By Order of the Board Capitol Region Watershed District, Minnesota

E-7

PROPOSAL FORM The Governing Board Capitol Region Watershed District, Minnesota (the “District”) RE: DATED:

October 6, 2021

$2,020,000* General Obligation Refunding Bonds, Series 2021A (the "Bonds") November 4, 2021

For all or none of the above Bonds, in accordance with the Terms of Proposal and terms of the Global Book-Entry System (unless otherwise specified by the Purchaser) as stated in this Official Statement, we will pay you $__________________ (not less than $1,995,760) plus accrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows: % due

2023

% due

2026

% due

2029

% due

2024

% due

2027

% due

2030

% due

2025

% due

2028

* The District reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in increments of $5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000.

The rate for any maturity may not be more than 2.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is proposed for the 2023 maturity, then the lowest rate that may be proposed for any later maturity is 2.50%.) All Bonds of the same maturity must bear interest from date of issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%.

A good faith deposit ("Deposit") in the amount of $40,400 shall be made by the winning bidder by wire transfer of funds. Such Deposit shall be received by Ehlers no later than two hours after the proposal opening time. Wire transfer instructions will be provided to the winning bidder by Ehlers after the tabulation of proposals. The District reserves the right to award the Bonds to a winning bidder whose wire transfer is initiated but not received by such time provided that such winning bidder’s federal wire reference number has been received by such time. In the event the Deposit is not received as provided above, the District may award the Bonds to the bidder submitting the next best proposal provided such bidder agrees to such award. The Deposit will be retained by the District as liquidated damages if the proposal is accepted and the Purchaser fails to comply therewith. We agree to the conditions and duties of Ehlers and Associates, Inc., as escrow holder of the Deposit, pursuant to the Terms of Proposal.

This proposal is for prompt acceptance and is conditional upon delivery of said Bonds to The Depository Trust Company, New York, New York, in accordance with the Terms of Proposal. Delivery is anticipated to be on or about November 4, 2021.

This proposal is subject to the District’s agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official Statement for the Bonds.

We have received and reviewed the Official Statement, and any addenda thereto, and have submitted our requests for additional information or corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the District with the reoffering price of the Bonds within 24 hours of the proposal acceptance.

This proposal is a firm offer for the purchase of the Bonds identified in the Terms of Proposal, on the terms set forth in this proposal form and the Terms of Proposal, and is not subject to any conditions, except as permitted by the Terms of Proposal.

By submitting this proposal, we confirm that we are an underwriter and have an established industry reputation for underwriting new issuances of municipal bonds. YES: ____ NO: ____.

If the competitive sale requirements are not met, we elect to use either the: _____10% test, or the _____hold-the-offering-price rule to determine the issue price of the Bonds.

Account Manager: Account Members:

By:

Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the award), the total dollar interest cost (including any discount or less any premium) computed from November 4, 2021 of the above proposal is $_______________and the true interest cost (TIC) is __________%.

The foregoing offer is hereby accepted by and on behalf of the Board of the Capitol Region Watershed District, Minnesota, on October 6, 2021.

By:

By:

Title:

Title:

Summary:

Capitol Region Watershed District, Minnesota; General Obligation Primary Credit Analyst: Emma Drilias, Chicago (1) 312-233-7132; emma.drilias@spglobal.com Secondary Contact: Scott Nees, Chicago + 1 (312) 233 7064; scott.nees@spglobal.com

Table Of Contents Rating Action Stable Outlook Credit Opinion Related Research

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SEPTEMBER 28, 2021 1

Summary:

Capitol Region Watershed District, Minnesota; General Obligation Credit Profile US$2.02 mil GO rfdg bnds ser 2021A dtd 11/04/2021 due 02/01/2030 Long Term Rating

AA/Stable

New

AA/Stable

Affirmed

Capitol Region Watershed Dist GO bnds Long Term Rating

Rating Action S&P Global Ratings assigned its 'AA' long-term rating to the Capitol Region Watershed District, Minn.'s anticipated $2.02 million series 2021A general obligation (GO) refunding bonds and affirmed its 'AA' rating on the district's existing GO debt. The outlook is stable.

The series 2021A bonds are secured by the district's GO pledge and are payable from ad valorem taxes levied on all taxable property within the district without limit on the rate or amount. The district will use bond proceeds to current-refund the majority of the series 2013A GO bonds for interest-cost savings.

Credit overview The Capitol Region Watershed District was organized in 1998 as a special-purpose unit of government to manage the watershed along the Mississippi River basin in and around the state capital of St. Paul. The district is governed by a five-member board of managers appointed by the Ramsey County Board of Commissioners, though it has complete autonomy in managing its budget, setting its tax levies, and organizing its internal operations. Although the district's income and wealth metrics are below those of higher-rated peers, its location in the Twin Cities metropolitan statistical area (MSA) lends stability to the economy, as residents are afforded access to the region's diverse and growing employment base. The district reported a sizable operating surplus of $1 million (27.8% of general fund expenditures) in fiscal 2020 due to expenditure savings stemming from the pandemic, boosting its very strong reserves to $2.9 million (78.3%). The district has structured its fiscal 2021 and preliminary fiscal 2022 budgets with fund balance draws, but officials intend to maintain reserves near the district's 50% fund balance target. Overall, we expect the district will maintain a strong financial profile, and we do not expect a rating change in the two-year outlook horizon.

The 'AA' long-term rating reflects our view of the district's: • Location in the broad and diverse Twin Cities metropolitan area, along with good median household and per capita effective buying incomes (EBIs) and very strong per capita market value; • Ample revenue and expenditure flexibility, which lends stability to operations and consistent maintenance of very strong operating reserves; and • Low overall net debt burden, consisting almost entirely of debt from overlapping entities.

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Summary: Capitol Region Watershed District, Minnesota; General Obligation

Environmental, social, and governance (ESG) factors The district maintains a 10-year watershed management plan, updated annually, to establish priorities and a framework for managing the district's water resources over the next decade. In our view, this plan addresses potential long-term environmental risks, notably flooding, for the local governments located in the Mississippi River basin that the district serves. As a result, we view the district's environmental risks as in line with sector peers. We also view district's social and governance risks as aligned with the sector standard.

Stable Outlook Upside scenario We could take positive rating action if there is ongoing growth in the district's economic measures, rising to levels that are consistent with those of more highly rated peers, with sustained very strong reserve levels and strong operational flexibility.

Downside scenario We could take negative rating action if the district were to see ongoing or substantial draws on reserves, causing available reserves levels to fall below those of similarly rated peers.

Credit Opinion Growing regional economy and rising taxable valuations add stability, despite pandemic-induced economic pressures The district comprises 40.6 square miles that includes portions of St. Paul, Falcon Heights, Lauderdale, Maplewood, and Roseville. The Metro Green Line, which connects downtown Minneapolis to downtown St. Paul, cuts through the center of the district, providing easy access to much of the broader Twin Cities MSA and likely contributing to the strong tax base growth that the district has seen since the line's completion in 2014. Market value has grown by 7% per year on average over the past three years, reaching $22.8 billion in 2021. Given a diverse employment base that includes some of the largest employers in the state, the area unemployment rate has been consistently lower than the national rate. Although unemployment was elevated due to the pandemic, Ramsey County's 2020 unemployment rate of 6.9% was below the national rate of 8.1%.

(For our latest U.S. economic forecast, see "Economic Outlook U.S. Q4 2021: The Rocket Is Leveling Off," published Sept. 23, 2021, on RatingsDirect.)

Significant revenue and expenditure flexibility contributes to sizable operating surplus, increasing the district's very strong reserves well above 50% fund balance policy With ample taxing and expenditure flexibility, the district has historically maintained a very strong financial position.

Its operations fund received about 98% of its revenues from property taxes in fiscal 2020, and the district, like other Minnesota governments, is not subject to statutory tax caps, but rather sets its levy based on annual budget needs and with consideration of its local tax effects. On the expenditure side, it employs only 21 full-time and three seasonal employees, does not have labor unions, and has only a minimal net pension liability and low annual pension costs.

Further, a majority of its projects are discretionary and are generally prioritized based on the availability of grant

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Summary: Capitol Region Watershed District, Minnesota; General Obligation

funding and available tax dollars.

The district finished fiscal 2020 (Dec. 31 year-end) with a sizable $1 million operating surplus (27.8% of expenditures), which management attributes to lower expenditures due to a slowdown of programs and projects because of the pandemic. The year-end available fund balance of $2.9 million was a very strong 78.3% of expenditures, well in excess of the district's 50% fund balance policy target. The fiscal 2021 budget is structured with a $580,000 (10.8%) operating deficit due to the decision to draw on reserves to prepay its series 2007A watershed district tax-supported bonds. We understand that the district may add some new staff, but otherwise plans no major structural budget adjustments in the near future. Over the long term, the district may take on a more expansive role in terms of managing local water quality facilities. Management indicates the district could receive additional funding from other entities to offset any additional facility-related costs. Given the above-noted budgetary flexibility and the district's strong record of keeping mostly balanced operations and very strong reserves, we expect officials to appropriately manage the budget and maintain a healthy financial position over upcoming years.

Capital-focused budget contributes to elevated debt service carrying charge The district has $10.8 million of total direct debt and $548.4 million of overall debt; about 98% of overall debt is from overlapping entities. Given the district's capital-focused budget, its debt service carrying charge is elevated at 17.7% of total expenditures, although it has not pressured budgetary performance. We understand the district has no additional debt plans at this time, and we expect its debt profile to remain manageable over the outlook horizon.

Low pension costs unlikely to accelerate over the medium term The district contributes to the General Employees Retirement Fund (GERF) of Minnesota, a cost-sharing, multiemployer, defined-benefit pension plan administered by the Public Employees Retirement Association. Annual costs have been low in recent years and were only 1.3% of total governmental fund expenditures in fiscal 2020. The plan was 79% funded (as of June 30, 2020) and the district's proportionate share of the net pension liability was $1.1 million in 2020.

Plan-level contributions exceeded our static funding metrics, but were only 85% of our minimum funding progress metric in 2020. Other key risks include a 7.5% investment rate of return assumption (above our 6.0% guidance) that indicates exposure to funding volatility due to market risk, and an amortization method that significantly defers contributions into the future through a lengthy, closed amortization period based on a level 3.25% payroll growth assumption. Nevertheless, we think pension costs are unlikely to pose a significant burden for the district even if they rise, given that they represent such a small share of the budget. The district does not offer other postemployment benefits.

Capitol Region Watershed District--Key Credit Metrics Characterization Most recent

Historical information 2020

2019

2018

Economic indicators Population

311,527

Median household EBI % of U.S.

Good

103

105

104

Per capita EBI % of U.S.

Good

105

106

105

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Summary: Capitol Region Watershed District, Minnesota; General Obligation

Capitol Region Watershed District--Key Credit Metrics (cont.)

Characterization Most recent

Historical information 2020

Market value ($000) Market value per capita ($) Top 10 taxpayers % of taxable value

2019

2018

25,823,673 23,996,878 22,568,389 21,084,091 Very strong

82,894

Very diverse

5.5

77,030

72,444

67,680

2,931

1,891

2,212

78.3

48.4

63.2

123.5

120.3

74.8

27.8

-8.2

4.0

Financial indicators Total available reserves ($000) Available reserves % of operating expenditures

Very strong

Total government cash % of governmental fund expenditures Operating fund result % of expenditures Debt and long-term liabilities Overall net debt % of market value

Low

2.1

2.3

2.4

2.6

Overall net debt per capita ($)

Low

1,760

1,764

1,767

1,769

17.7

17.9

9.9

Debt service % of governmental fund noncapital expenditures

Elevated

Direct debt 10-year amortization (%)

Average

58

Required pension contribution % of governmental fund expenditures OPEB actual contribution % of governmental fund expenditures Minimum funding progress, largest pension plan (%)

56

53

50

1.3

1.2

0.6

0.0

0.0

0.0

84.9

89.0

81.3

EBI--Effective buying income. OPEB--Other postemployment benefits.

Related Research • Credit Conditions: U.S. Regions' Economies Perk Up As The Pandemic's Impact Ebbs, April 16, 2021 • Credit FAQ: Financial Management Assessment In U.S. Public Finance, June 27, 2006 • Criteria Guidance: Assessing U.S. Public Finance Pension And Other Postemployment Obligations For GO Debt, Local Government GO Ratings, And State Ratings, Oct. 7, 2019 • Through The ESG Lens 2.0: A Deeper Dive Into U.S. Public Finance Credit Factors, April 28, 2020

Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column.

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SEPTEMBER 28, 2021 5

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SEPTEMBER 28, 2021 6

RESOLUTION NO. 21- ______

A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $2,020,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY BE IT RESOLVED By the Board of Managers (the “Board of Managers”) of the Capitol Region Watershed District, Ramsey County, Minnesota (the “District”), as follows: Section 1.

Sale of Bonds.

1.01. Authorization for Sale of Bonds. Pursuant to Minnesota Statutes, Chapters 103B, 103D and 475 and Section 475.67 (collectively the “Act”), the District issued its General Obligation Bonds, Series 2013A in the original aggregate principal amount of $3,000,000, dated May 15, 2013, the February 1, 2023 through and including February 1, 2034 maturities of which are callable on February 1, 2022 and on any day thereafter (the “Prior Bonds”). Proceeds of the Prior Bonds were used to finance watershed improvement projects within the District as set forth in the approved and adopted 2012 Watershed Management Plan (the “2013 Project”). The Prior Bonds are currently outstanding in the principal amount of $2,090,000, of which $1,950,000 is subject to optional redemption on February 1, 2022. The District is authorized by Minnesota Statutes, Section 475.67 to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the Board of Managers to be necessary and desirable for the reduction of debt service or interest cost or the adjustment of maturities of outstanding issues of bonds. The District finds it necessary and desirable for the reduction of debt service costs to the District to issue its General Obligation Refunding Bonds, Series 2021A (the “Bonds”), in the original aggregate principal amount of $2,020,000, to refund the Prior Bonds.

1.02. Award to the Purchaser and Interest Rates. The proposal of _____________, ___________, ___________ (the “Purchaser”) to purchase the Bonds, is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $_____________ (par amount of $2,020,000.00, plus original issue premium of $___________, less underwriter’s discount of $____________), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: Year of Maturity 2023 2024 2025 2026

Interest Rate %

Year of Maturity

Interest Rate

2027 2028 2029 2030

%

1.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase price shall be credited to the Debt Service Fund hereinafter created or deposited in the Redemption Fund hereinafter created, as determined by the District Administrator upon consultation with the District’s

CA520-5-748549.v2

municipal advisor. The Chair and Board Secretary are authorized to execute a contract with the Purchaser on behalf of the District, if requested by the Purchaser.

1.04. Terms and Principal Amount of Bonds. The District will forthwith issue and sell the Bonds pursuant to the Act, in the original aggregate principal amount of $2,020,000, originally dated as of the date of delivery, in fully registered form, in denominations of $5,000 each or any integral multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year

Amount

2023 2024 2025 2026

$290,000 295,000 295,000 300,000

Year 2027 2028 2029 2030

Amount $295,000 185,000 185,000 175,000

1.05. Optional Redemption. The District may elect on February 1, 2028, and on any day thereafter to prepay Bonds maturing on or after February 1, 2029. Redemption may be in whole or in part and if in part, at the option of the District and in such manner as the District will determine. If less than all Bonds of a maturity are called for redemption, the District will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.

Section 2.

Registration and Payment.

2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein.

2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2022, to the registered owners thereof of record as of the close of business on the 15th day of the immediately preceding month, whether or not that day is a business day.

2.03. Registration. The District will appoint, and will maintain, a bond registrar, transfer agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the District and the Registrar with respect thereto are as follows: (a) Register. The Registrar will keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory

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to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the 15th day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the District. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The District and the Registrar may treat the person in whose name a Bond is, as of the applicable registration date, registered in the bond register as the absolute owner of the Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes and payments so made to a registered owner or upon the owner’s order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the District and the Registrar must be named as obligees.

Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the District. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, written notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 days and not less than 30 days prior to the redemption date to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing

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the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time.

2.04. Appointment of Initial Registrar. The District appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Chair and the Board Secretary are authorized to execute and deliver, on behalf of the District, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The District agrees to pay the reasonable and customary charges of the Registrar for the services performed. The District reserves the right to remove the Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Board, the District Administrator or a designee must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due.

2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the District Administrator and executed on behalf of the District by the signatures of the Chair and the Board Secretary, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery.

Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the District Administrator will deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price.

Section 3.

Form of Bond.

3.01. Execution of Bond. The Bonds will be printed or typewritten in substantially the form set forth in Exhibit B attached hereto.

3.02. Approving Legal Opinion. The District Administrator is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond.

Section 4.

Funds and Accounts; Payment; Security; Pledges and Covenants.

4.01. Debt Service Fund. The Bonds are payable from the General Obligation Refunding Bonds, Series 2021A Debt Service Fund (the “Debt Service Fund”) hereby created. The Debt Service Fund shall be administered and maintained by the District Administrator as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the District. There is

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appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any (ii) any amount over the minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof; (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any; (iv) proceeds of the ad valorem taxes hereinafter levied (the “Taxes”) for the payment of the Bonds; and (v) any and all other money which are properly available and are appropriated by the Board of Managers to the Debt Service Fund. There is also appropriated to the Debt Service Fund: (a) any balance remaining after February 1, 2022 (the “Redemption Date”) in the debt service fund created by the resolution adopted by the Board of Managers awarding the sale of the Prior Bonds and providing for their payment (the “Prior Resolution”); (b) after the Redemption Date, all taxes collected with respect to the Prior Bonds pursuant to levies made in the Prior Resolution, which levies will not be cancelled except as permitted by Section 475.61, subdivision 3 of the Act, as further provided in Section 4.06; and (c) any balance remaining in the Redemption Fund established pursuant to Section 4.02 after the Redemption Date.

4.02. Redemption Fund. Proceeds of the Bonds, together with any other funds appropriated for the redemption and prepayment of the Prior Bonds, less the appropriations made in Section 4.01, shall be deposited in a separate fund (the “Redemption Fund”) to be used solely to redeem and prepay the Prior Bonds on the Redemption Date. Any balance remaining in the Redemption Fund after the redemption of the Prior Bonds on the Redemption Date, shall be deposited in the Debt Service Fund.

4.03. Prior Debt Service Fund. The debt service fund heretofore established for the Prior Bonds pursuant to the Prior Resolution, shall be closed following the redemption of the Prior Bonds, and all monies therein shall be transferred to the Debt Service Fund herein created.

4.04. Prior Resolution Pledges. The pledges and covenants of the District made by the Prior Resolution relating to the 2013 Project financed with the proceeds of the Prior Bonds and the levy ad valorem taxes are restated and confirmed in all respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to give full effect to the provisions hereof.

4.05. General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the District will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be promptly paid out of money in the general fund of the District which are available for such purpose, and such general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein.

4.06. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the District, which will be spread upon the tax rolls and collected with and as part of other general taxes of the District. Such Taxes will be credited to the Debt Service Fund above provided and will be in the years (being each year of collection) and amounts as set forth in EXHIBIT C. 4.07. Certification to County Director of Property Records and Revenue as to Debt Service Fund Amount. It is hereby determined that the estimated collection of the foregoing Taxes will produce at least 5% in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time the District makes its annual tax levies the Board Secretary may certify to the County Director of Property Records and Revenue the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Director of Property Records and Revenue will thereupon reduce the levy collectible during such year by the amount so certified.

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4.08. Cancellation of Levy for Prior Bonds. Following the payment in full of all outstanding principal of and interest due on the Prior Bonds on the Redemption Date, the Board Secretary is hereby directed to certify such fact to and request the County Director of Property Records and Revenue of Ramsey County, Minnesota (the “County Auditor”) to cancel any and all tax levies made for the Prior Bonds pursuant to the Prior Resolution for collection in 2022 and thereafter.

4.09. Certificate of County Auditor as to Registration. The Board Secretary is authorized and directed to file a certified copy of this resolution with the County Auditor and to obtain the certificate required by Minnesota Statutes, Section 475.63.

Section 5.

Refunding of Prior Bonds; Findings; Redemption of Prior Bonds.

5.01. Purpose of Refunding; Findings. The Prior Bonds will be called for redemption on the Redemption Date, in the principal amount of $1,950,000. It is hereby found and determined that based upon information presently available from the Municipal Advisor, the issuance of the Bonds, the proceeds of which will be used to refund the Prior Bonds, is consistent with covenants made with the holders of the Prior Bonds and is necessary and desirable for the reduction of debt service cost to the District.

5.02. Sufficiency of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Bonds deposited in the Redemption Fund, together with funds on hand in the debt service funds established for the Prior Bonds, will be sufficient to prepay all of the principal of, interest on, and redemption premium, if any, on the Prior Bonds on the Redemption Date.

5.03.

Notice of Call for Redemption. The Prior Bonds will be redeemed and prepaid on the Redemption Date in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as EXHIBIT D, which terms and conditions are hereby approved and incorporated herein by reference. The registrar for the Prior Bonds is authorized and directed to send a copy of the Notice of Call for Redemption to each registered holder of the Prior Bonds at least 30 days prior to the Redemption Date.

Section 6.

Authentication of Transcript.

6.01. District Proceedings and Records. The officers of the District are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the District relating to the Bonds and to the financial condition and affairs of the District, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed representations of the District as to the facts stated therein.

6.02. Certification as to Official Statement. The Chair, the Board Secretary and District Administrator, or any of them, are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement, as of the date thereof, is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement.

6.03. Other Certificates. The Chair, the Board Secretary and District Administrator, or any of them, are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning

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the Bonds or the organization of the District or incumbency of its officers, at the closing the Chair and the Board Secretary shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the District Administrator shall also execute and deliver a certificate as to payment for and delivery of the Bonds.

6.04. Electronic Signatures. The electronic signature of the Chair, District Administrator and/or the Board Secretary to this resolution and to any certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the District thereto.

For purposes hereof, (i) “electronic signature” means (a) a manually signed original signature that is then transmitted by electronic means or (b) a signature obtained through DocuSign or Adobe or a similarly digitally auditable signature gathering process; and (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message.

6.05. Payment of Costs of Issuance. The District authorizes the Purchaser to deposit the amount of Bond proceeds allocable to the payment of issuance expenses being paid on the closing date in accordance with the closing memorandum prepared by District’s municipal adviser, Ehlers & Associates, Inc. for further distribution by Ehlers & Associates, Inc. Section 7.

Tax Covenants.

7.01. Tax-Exempt Bonds. The District covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds.

7.02.

No Rebate Required.

(a) The District will comply with all requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States, if the Bonds do not qualify for the small issuer exception to the federal arbitrage rebate requirements. (b) For purposes of qualifying for the small-issuer exception to the federal arbitrage rebate requirements, the District finds, determines and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the District (and all subordinate entities of the District) during the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000, within the meaning of Section 148(f)(4)(D) of the Code.

7.03. Not Private Activity Bonds. The District further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be “private activity bonds” within the meaning of Sections 103 and 141 through 150 of the Code.

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7.04. Qualified Tax-Exempt Obligations. In order to qualify the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the District makes the following factual statements and representations: (a)

the Bonds are not “private activity bonds” as defined in Section 141 of the Code;

(b) the Prior Bonds were previously designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code, the average maturity of the Bonds is not longer than the average maturity of the Prior Bonds and the Bonds mature not later than 30 years after the date the Prior Bonds were issued and therefore the portion of the Bonds which does not exceed the outstanding principal amount of the Prior Bonds is deemed designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code; (c) the District hereby designates the portion of the Bonds exceeding the $1,950,000 outstanding principal balance of the Prior Bonds, collectively, as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, that are not qualified 501(c)(3) bonds) which will be issued by the District (and all subordinate entities of the District) during calendar year 2021 will not exceed $10,000,000; and (f) not more than $10,000,000 of obligations issued by the District during calendar year 2021 have been designated for purposes of Section 265(b)(3) of the Code; and (g) $10,000,000.

the aggregate face amount of the issue of the Bonds is not greater than

7.05. Procedural Requirements. The District will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section.

Section 8.

Book-Entry System; Limited Obligation of District.

8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 8.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the District, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The District, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration

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books kept by the Registrar as the holder and absolute owner of such Bonds for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the District’s obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the Board Secretary of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a notice, the Board Secretary will promptly deliver a copy of the same to the Registrar and Paying Agent.

8.03. Representation Letter. The District has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the District with respect to the Bonds will agree to take all action necessary for all representations of the District in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.

8.04. Transfers Outside Book-Entry System. In the event the District, by resolution of the Board of Managers, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the District will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the District will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the District and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the District will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof.

8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC’s Operational Arrangements, as set forth in the Representation Letter.

Section 9.

Continuing Disclosure.

9.01. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Chair and the Board Secretary and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

9.02. District Compliance with Provisions of Continuing Disclosure Certificate. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the District to comply with the Continuing Disclosure Certificate will not be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its

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obligations under this section.

Section 10.

Defeasance. When the Bonds and all accrued interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the District for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The District may discharge the Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full or by depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which are backed by the full faith and credit of the United States of America, or any other security authorized under Minnesota law for such purpose, bearing interest payable at such times and at such rates and maturing on such dates and in such amounts as shall be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior redemption of such principal amount, at such earlier redemption date). If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit.

The motion for the adoption of the foregoing resolution was duly seconded by Member _________ and upon vote being taken thereon, the following voted in favor thereof:

and the following voted against the same:

whereupon said resolution was declared duly passed and adopted.

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EXHIBIT A PROPOSALS

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EXHIBIT B FORM OF BOND No. R-_____

$________ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CAPITOL REGION WATERSHED DISTRICT GENERAL OBLIGATION REFUNDING BOND SERIES 2021A

Interest Rate

Maturity Date

Date of Original Issue

____%

February 1, 20__

November 5, 2021

CUSIP

Registered Owner: CEDE & CO. The Capitol Region Watershed District, a political subdivision of the State of Minnesota (the “District”), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal amount set forth above on the Maturity Date specified above, unless called for earlier redemption, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360-day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing August 1, 2022, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft

by Bond Trust Services Corporation, Roseville, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the District have been and are hereby irrevocably pledged.

The District may elect on February 1, 2028, and on any date thereafter to prepay Bonds due on or after February 1, 2029. Redemption may be in whole or in part and if in part, at the option of the District and in such manner as the District will determine. If less than all Bonds of a maturity are called for redemption, the District will notify the Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.

This Bond is one of an issue in the aggregate principal amount of $2,020,000 all of like original issue date and tenor, except as to number, denomination, maturity date, redemption privilege and interest rate, all issued pursuant to a resolution adopted by the Board of Managers of the District (the “Board of Managers”) on October 6, 2021 (the “Resolution”), for the purpose of refunding certain outstanding general obligation bonds of the District, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 475, 103B and 103D, and the principal hereof and interest hereon are payable primarily from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the District are irrevocably pledged for payment of this Bond and the Board of Managers has

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obligated itself to levy additional ad valorem taxes on all taxable property in the District in the event of any deficiency in taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities.

The Board of Managers has designated the issue of Bonds of which this Bond forms a part as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) relating to disallowance of interest expense for financial institutions.

As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the District at the principal office of the Registrar, by the registered owner hereof in person or by the owner’s attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner’s attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the District will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange.

The District and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the District nor the Registrar will be affected by any notice to the contrary.

IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the District in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the District to exceed any constitutional or statutory limitation of indebtedness.

This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives.

IN WITNESS WHEREOF, the Capitol Region Watershed District, Ramsey County, Minnesota, by its Board of Managers, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Chair and Board Secretary and has caused this Bond to be dated as of the date set forth below.

Dated: November 5, 2021 CAPITOL DISTRICT

(Facsimile)

(Facsimile)

Chair

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Board Secretary

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WATERSHED

CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within.

BOND TRUST SERVICES CORPORATION, ROSEVILLE, MINNESOTA

By Authorized Representative _________________________________

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common

UNIF GIFT MIN ACT _________ Custodian _________ (Cust) (Minor) under Uniform Gifts or Transfers to Minors Act, State of _______________

TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list. ________________________________________

ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________ the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________ attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises.

Dated: Notice:

The assignor’s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever.

Signature Guaranteed:

CA520-5-748549.v2

B-3

NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. ________________________________________ The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided.

Name and Address:

(Include information for all joint owners if this Bond is held by joint account.)

Please insert social security or other identifying number of assignee

________________________________________

PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below.

Date of Registration

Registered Owner

November 5, 2021

Cede & Co. Federal ID #13-2555119

CA520-5-748549.v2

B-4

Signature of Registrar

EXHIBIT C TAX LEVY SCHEDULE

Year*

Amount

2022 $ 2023 2024 2025 2026 2027 2028 2029 _______________________________ * Collection Year

C-1 CA520-5-748549.v2

EXHIBIT D NOTICE OF CALL FOR REDEMPTION FOR THE SERIES 2013A BONDS $3,000,000 CAPITOL REGION WATERSHED DISTRICT, MINNESOTA GENERAL OBLIGATION BONDS SERIES 2013A NOTICE IS HEREBY GIVEN that, by order of the Board of Managers of the Capitol Region Watershed District, Minnesota (the “District”), there have been called for redemption and prepayment on February 1, 2022 all outstanding bonds of the District designated as General Obligation Bonds, Series 2013A, dated as of May 15, 2013, having stated maturity dates of February 1 in the years 2023 through 2034, both inclusive, totaling $1,950,000 in principal amount, and with the following CUSIP numbers: Year of Maturity 2023 2024 2026* 2028* 2030* 2032* 2034* *Term Bond

Amount

CUSIP Number

$145,000 145,000 305,000 315,000 330,000 345,000 365,000

14063Y BE9 14063Y BF6 14063Y BH2 14063Y BK5 14063Y BM1 14063Y BP4 14063Y BR0

The bonds are being called at a price of par plus accrued interest to February 1, 2022, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113, on or before February 1, 2022.

Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the paying agent is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any bonds subject to redemption and prepayment on the redemption date, unless the paying agent is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph.

Dated: __________, 2021.

BY ORDER OF THE BOARD OF MANAGERS OF THE CAPITOL REGION WATERSHED DISTRICT, MINNESOTA

D-1 CA520-5-748549.v2

STATE OF MINNESOTA

) ) COUNTY OF RAMSEY ) SS. ) CAPITOL REGION WATERSHED DISTRICT )

I, the undersigned, being the duly qualified and acting Board Secretary of the Capitol Region Watershed District, Ramsey County, Minnesota (the “District”), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the Board of Managers of the District held on Wednesday, October 6, 2021, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the District’s General Obligation Refunding Bonds, Series 2021A, in the original aggregate principal amount of $2,020,000.

WITNESS My hand officially as such Board Secretary and the corporate seal of the District this ____ day of November, 2021.

Board Secretary

CA520-5-748549.v2

STATE OF MINNESOTA

CERTIFICATE OF COUNTY DIRECTOR OF PROPERTY RECORDS AND REVENUE AS TO TAX LEVY AND REGISTRATION

COUNTY OF RAMSEY

I, the undersigned County Director of Property Records and Revenue of Ramsey County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the Capitol Region Watershed District, Minnesota (the “District”), on October 6, 2021, levying taxes for the payment of the District’s General Obligation Refunding Bonds, Series 2021A, issued in the original aggregate principal amount of $2,020,000, dated as of November 5, 2021, has been filed in my office and said bonds have been entered on the register of obligations in my office and that such tax has been levied as required by law.

WITNESS My hand and official seal this _____ day of __________, 2021.

County Director of Property Records and Revenue Ramsey County, Minnesota

Deputy

CA520-5-748549.v2

October 6, 2021 Board Meeting V. Action Item - D) Approve Engineering Amendment and Authorize Notice of Award and Order Construction for TBI Repair Project – St. 28+65 to 52+80 (Eleria) DATE: TO: FROM: RE:

September 30, 2021 CRWD Board of Managers Anna Eleria, Division Manager Approve Amendment with Barr Engineering for Construction Engineering Services and Authorize Notice of Award and Order Construction for TBI Repair Project – St. 28+65 to 52+80

Background In September 2021, CRWD’s Board of Managers approved plans and authorized bidding for the TBI Repair Project – St. 28+65 to 52+80.

Issues Barr Engineering has been the engineer for the TBI Repair Project and has prepared the enclosed scope of work for the construction administration and observation phase of the project. Tasks include resident engineering services, issuing clarifications and interpretations, preparing field and change orders, reviewing shop drawings and samples, construction meetings reviewing payment applications and preparing a construction report. The estimated cost is $125,000. Full-time, on-site construction observation for 13 weeks account for half of the estimated cost. To date, engineering expenses for TBI Repair Project is $95,845. This brings the total estimated engineering budget to $220,845. The 2021 TBI Repairs budget (Fund #415-20820) for engineering and construction costs is $950,250. The preliminary 2022 TBI Repairs budget is $640,950.

The bidding period for the project extended over a three -week period from September 13–28, 2021. The base bid work for the project includes filling cracks with grout, sealing exposed reinforcement, repairing eroded concrete tunnel and invert, and repairing access hatches. In addition, there is a bid alternate for placing soil cover over a 40-foot section of tunnel that is exposed at the surface. This section is located on Univar and BNSF Railroad properties. At this time, CRWD is still waiting to secure official access permission for the bid alternate work but anticipates receiving it at some point during the project.

CRWD received bids from three contractors, which ranged from $750,445 to $1,372,503 for the entire project (base bid plus alternate). The engineer’s estimate for the entire project was $1.02 million.

Contractor Name

Base Bid plus Alternate

Order

Minger Construction Companies, Inc. Engineering & Construction Innovations, Inc. PCiRoads, LLC

$750,445 $1,239,230 $1,372,503

1 2 3

Minger Construction submitted the lowest total bid and we have verified their responsiveness and qualifications for this project (see enclosed letter). CRWD staff recommends Minger Construction for the TBI Repair Project.

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

Actions Requested 1. Approve amendment to TBI Work Order No. 13 in an amount not to exceed $125,000 and authorize Administrator to execute amendments not to exceed $12,500.

2. Order construction of the TBI Repair Project – St. 28+65 to 52+80 and authorize the Board President and Administrator to execute a Notice of Award and an Agreement with Minger Construction Companies, Inc. subject to the review and approval of the Ramsey County Attorney; and authorize the Administrator to execute change orders in an amount not to exceed $75,000.

Enc.

Amendment No. 2 Letter for TBI Work Order No. 13 dated September 24, 2021 Barr Engineering Bid Review and Summary Letter and Table dated September 29, 2021

\\crwd01-dc01\company\06 Projects\Trout Brook Interceptor\TBI St. 28+65_52+80 Repairs\Board Memos\BM TBI Repair Project Notice of Award and Order Construction 10-06-2021.docx

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

September 24, 2021

Anna Eleria Division Manager Capitol Region Watershed District 595 Aldine Street Saint Paul, MN 55104 Re: Work Order No. 13, TBI In-Pipe Repairs STA. 28+65 to 52+80: Amendment No. 2 for Construction Services Dear Anna: Thank you for the opportunity to propose on providing construction services in support of repairs of the Trout Brook Storm Sewer Interceptor (TBI) from 28+65 to 52+80.

The following tasks are included in the scope of work for the construction administration phase and post construction activities:

Task 1: Construction Services Barr will provide full-time construction observation support (up to 40 hours onsite per week) during construction. The cost for this task assumes the construction period is 13 weeks. Barr will also provide office support through the review of shop drawings and other required submittals from the contractor.

Construction services include the following tasks: 1.

2.

3.

4.

5.

6.

7.

8.

9.

Barr will issue necessary clarifications and interpretations of the Contract Documents and, subject to CRWD approval, will prepare field orders and change orders, as necessary.

Barr will evaluate alternate materials and equipment proposed by Contractor and make recommendations to CRWD regarding substitution.

Barr will review shop drawings, samples, and other data which Contractor is required to submit for conformance with the Contract Documents.

Barr will assist CRWD staff and the Contractor with BNSF, MnDOT, and City of Saint Paul agreements, permitting and construction issues.

Barr will schedule and attend a pre-construction meeting and prepare an attendance roster and meeting notes, as necessary.

Barr will provide resident engineering services (up to 40 hours onsite per week for up to 13 weeks of construction) and act as CRWD’s representative in observing the project. Barr will visit the project as appropriate to observe that the progress and quality of the work conforms to the Contract Documents. Construction activities will be documented with photographs and daily construction reports.

If the observed work does not conform to the Contract Documents, and is determined to jeopardize the integrity of the repair, Barr will provide recommendation to CRWD regarding rejection of the affected work.

Barr will attend weekly or other periodic construction meetings and prepare meeting notes, as necessary.

Barr will review applications for payment from Contractor and provide payment recommendation to CRWD in writing. In the case of unit price work, our recommendation will include determinations of quantities and classifications of the work.

Barr Engineering Co. 4300 MarketPointe Drive, Suite 200, Minneapolis, MN 55435 952.832.2600 www.barr.com

Anna Eleria September 24, 2021 Page 2

10. Barr will perform a final inspection of the completed work, prepare punch lists as necessary, and review submittals that are to be assembled by the Contractor in accordance with the Contract Documents to obtain final payment. We will recommend, in writing, final payment to the Contractor.

11. Barr will assist CRWD with final contract closeout services, as necessary.

12. At the conclusion of construction, Barr will prepare a construction report which will include relevant construction documentation and incorporate record drawings.

13. Barr will perform a warranty inspection in 2023 and prepare a memo documenting our observations and identifying deficient work necessitating corrective action, as necessary.

Assumptions: 1. Cost assumes 13 weeks of construction 2. No additional survey will be performed (all survey performed by contractor, including final record drawing surveying) 3. If construction observation and support services are required over and above our proposed estimate, Barr will perform these services following authorization by the CRWD and receipt of an executed contract amendment.

Deliverables: 1. Meeting notes 2. Construction report 3. Record drawings 4. Warranty memo

Task 2: Meetings and Project Management This scope includes preparation, travel, and attendance for a total of one (1) meeting at CRWD offices beyond the regular construction meetings included in Task 1. This scope also includes regular project management tasks.

Additional meetings will be charged on a time and expense basis over and above the total listed below.

Budget All work covered by this scope of work will be charged on a time and materials basis. We will not exceed the total budget listed below without written authorization from you. We request an amendment to increase the total budget by $125,000 as shown in the following table.

Original Budget

$82,845

Amendment No. 1 (Soil Cover)

$13,000

Amendment No. 2 (Construction Services)

$125,000

TOTAL BUDGET

$220,845

A detailed cost estimate is attached to this letter.

P:\Mpls\23 MN\62\2362944\ProjRiskMgmt\TBI Engineer\Work Order No. 13 2020-21 Repairs\Amendment No. 2_Construction\TBI Repair Project_STA. 28+65 to 52+80_Amendment No 2.docx

Anna Eleria September 24, 2021 Page 3

Please contact me or Joe Welna (612.508.1032, jwelna@barr.com) if you have any questions about our costs or scope of work. We appreciate this opportunity and our continued partnership on your unique infrastructure projects.

Sincerely,

Jim Herbert, P.E. Vice President Budget Attachment

P:\Mpls\23 MN\62\2362944\ProjRiskMgmt\TBI Engineer\Work Order No. 13 2020-21 Repairs\Amendment No. 2_Construction\TBI Repair Project_STA. 28+65 to 52+80_Amendment No 2.docx

Name (Last, First) Initials Billing Rate Project Role Construction Services On-Site Observation Office Support Weekly Construction Meetings Documentation Report Warranty Tunnel Walk Subtotal Meetings and PM Board Meetings Project Management Subtotal Project Total Assumptions:

Project Name: Trout Brook Interceptor Repair Project - Station 28+65 to 52+80 Client Name: Capitol Region Watershed District Date: September 24, 2021 Approved by: JPH Herbert, James Welna, Joseph Born, Nathaniel Nielsen, Paul Kes, Teresa Campeau, Nathan JPH JAW2 NJB2 PKN TMN NDC 185.00 110.00 $ 185.00 $ 130.00 $ 160.00 $ $ 200.00 $ Senior Civil Engineer Civil Engineer Vice President nior Structural Engineor Administrative Assi Vice President 8.0 26.0 8.0 4.0 4.0 50.0

26.0 104.0 26.0 24.0 6.0 186.0

2.0 16.0 18.0 68.0

5.0 40.0 45.0 231.0

520.0

60.0 8.0 588.0

20.0

4.0 4.0

20.0

4.0

4.0 1.0

0.0 588.0

0.0 20.0

1. Assumes 13 week construction duration. Assumes 40 hours per week for field observer.

2. Assumes one (1) board meeting with powerpoint presentation.

0.0 4.0

1.0 5.0

Subtotal Hours

Subtotal Costs

Expenses

Sub Contractors

Contingency %

Project Total

554.0 154.0 34.0 92.0 18.0 852.0

$ $ $ $ $ $

62,960.00 26,280.00 5,760.00 11,760.00 2,640.00 109,400.00

$ 5,000.00 $ $ $ $ $ 5,000.00

$ $ $ $ $ $

-

$ $ $ $ $ $

-

$ $ $ $ $ $

67,960.00 26,280.00 5,760.00 11,760.00 2,640.00 114,000.00

8.0 56.0 64.0 916.0

$ 1,385.00 $ 9,600.00 $ 10,985.00 $ 120,385.00

$ $ $ $ 5,000.00

$ $ $ $

-

$ $ $

-

$ $ $ $

1,385.00 9,600.00 11,000.00 125,000.00

Percentage of Total

91%

9%

September 29, 2021 Anna Eleria Division Manager Capitol Region Watershed District 595 Aldine Street Saint Paul, MN 55104 Re: Review of Bids for Trout Brook Interceptor Repair Project Station 28+65 to 52+80 Dear Anna: Barr Engineering Co. has reviewed the bids for the Trout Brook Interceptor (TBI) Repair Project Station 28+65 to 52+80, for which bids were received on September 28, 2021. Minger Construction Co. Inc. (Minger) submitted a base bid of $710,445.00, which was the low bid. Acknowledgement of addenda, signing of the bid and submittal of the bid bond and Responsible Bidder Evaluation form indicates Minger is a responsive bidder. Our previous experience working with Minger on successful infrastructure projects in the Twin Cities indicate they are a responsible bidder. As the lowest, responsive and responsible bidder, we are unaware of any reason the CRWD Board should not accept Minger’s bid.

We have also reviewed Minger’s quote for Bid Alternate 1: Soil Cover Repair. If CRWD selects Bid Alternate 1, the bid will increase by $40,000.00 to a total (Bid + Bid Alternate 1) of $750,445.00, which is still the overall low bid amongst the bidders.

If you have any questions, please contact me (952-832-2766; jwelna@barr.com) or Jim Herbert (952-8322784; jherbert@barr.com).

Sincerely,

Joe Welna, PE Attachments: Bid Summary Minger Bid Bond Minger Responsible Bidder Form

Barr Engineering Co. 4300 MarketPointe Drive, Suite 200, Minneapolis, MN 55435 952.832.2600 www.barr.com

Trout Brook Interceptor Repair Project Sta. 28+65 to 52+80 (#8026960) Owner: Capitol Region Watershed District Solicitor: Barr Engineering, Bloomington, MN 09/28/2021 10:00 AM CDT

Base Bid Total: Required Alternate Total: Base Bid Total + Bid Alt 1:

Minger Construction Co. Inc. $710,445.00 $40,000.00 $750,445.00

Engineering & Construction Innovations, Inc $1,183,515.00 $55,715.00 $1,239,230.00

PCiRoads, LLC $1,317,726.20 $54,777.00 $1,372,503.20

October 6, 2021 Board Meeting V. Action Items - E) Approve Grant Award for Great River Passage Conservancy (Bromelkamp/Eleria)

DATE: TO: FROM: RE:

September 30, 2021 CRWD Board of Managers Jessica Bromelkamp and Anna Eleria, Division Managers Approve Grant Award for Great River Passage Conservancy

Background In 2013, the City of Saint Paul adopted the Great River Passage Master Plan, a framework for creating vibrancy in the City’s 3,500 acres of parkland along a 17-mile stretch of the Mississippi River. The Great River Passage Conservancy, an independent, non-profit fundraising and advocacy organization, was created to support capital projects including the River Learning Center and River Balcony.

The River Learning Center will be located at Watergate Marina in Crosby Farm Regional Park. It will become the new headquarters for the National Park Service’s Mississippi National River and Recreation Area. Indoor and outdoor spaces for hands-on programming are planned to teach visitors about the culture, history, and ecology of the Mississippi River.

The River Balcony is a 1.5-mile promenade that will connect a series of public spaces, civic landmarks and development sites along Downtown Saint Paul’s river bluff. The promenade extends from the west at the Xcel Energy Center/River Centre to the east at Lower Landing Park. A master plan for River Balcony was approved by the City in 2017. Schematic design of River Balcony will begin this fall with a significant stakeholder and community engagement process.

Issues Both projects represent a unique opportunity to use rainwater as a resource and bring water back into the consciousness and lived experience of CRWD residents. CRWD has been invited to participate on the stakeholder and technical advisory committees for both projects. This helps to ensure that innovations in water resource management and prioritizing engagement with BIPOC communities remain at the center of these projects.

Great River Passage Conservancy is requesting a grant in the amount of $75,000 for technical design and community engagement in the schematic design phases of both projects. CRWD’s contribution would provide nearly 7% of the funds needed during this phase of the projects. See enclosed grant application.

Both projects are identified in the 2021-2030 Watershed Management Plan and the preliminary 2022 budget and workplan (Fund #375 budgets - $97,510). Staff recommends approval of the grant for schematic design and engagement.

Action Requested Approve Grant Award in an amount of $75,000 to Great River Passage Conservancy for River Learning Center and River Balcony Enc.

Great River Passage Conservancy Grant Request Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

Please submit form and required materials to: Anna Eleria, Division Manager aeleria@capitolregionwd.org

Capitol Region Watershed District 595 Aldine Street Saint Paul, MN 55104 capitolregionwd.org (651) 644-8888

Water Quality Planning Grant Application PROJECT INFORMATION River Learning Center and River Balcony

SECTION 1

PROJECT LOCATION: Please enter the complete address, intersection or description of the area where the project will be located.

River Learning Center - Watergate Marina, Crosby Farm Regional Park - 2500 Crosby Farm Road, Saint Paul, MN River Balcony - Kellogg Boulevard from Xcel Center to Lambert’s Landing at Shepard Road and Sibley Street - along the 1.5 mile Mississippi River Bluff line.

x

MAP ATTACHED

APPLICANT INFORMATION Great River Passage Conservancy PO Box 4974 Mary deLaittre

55101

Saint Paul 612-398-5989

Mary@GreatRiverPassage.org

PROJECT NARRATIVE 1. PROJECT OVERVIEW: PLEASE DESCRIBE THE PLANNING PROJECT AND LOCATION. INCLUDE A DESCRIPTION OF WHY IT IS IMPORTANT.

SECTION 2

The Great River Passage Conservancy requests funding to support two of our key capital projects— the River Balcony and River Learning Center—along Saint Paul’s 17-mile stretch of the Mississippi River. Specifically, CRWD support will strengthen community engagement and technical support for both projects as the Balcony and Learning Center move through the schematic design process.

The River Balcony and River Learning Center respond to the enduring qualities of the Mississippi that link the river to the Saint Paul community’s health, well-being, and environmental stewardship. To stay true to that important vision, we recognize the essential importance of protecting and improving water resources and other natural resources in the area.

As CRWD’s mission and Watershed Management Plan articulate, we have a duty to protect, preserve, manage, and improve the water quality of the Mississippi River. CRWD’s plan also gives voice to community members’ priorities, including residents’ view that improving water quality and access are essential to the health and well-being of the community and to the environmental health of the river and our city.

The Conservancy’s vision echoes this philosophy around water and equitable access, a shared mindset that has driven our partnership with CRWD in the past. To move this partnership and shared vision forward, we are requesting $75,000 for community engagement and technical support for the River Learning Center ($50,000) and River Balcony ($25,000). The River Learning Center’s designer selection will start in October, while the nine-month Balcony design process is now underway and slated to be complete by June 2022.

SECTION 2

2. POTENTIAL WATER RESOURCE MANAGEMENT EFFECTIVENESS AND EFFICIENCY: PLEASE DESCRIBE THE PROJECT AND HOW IT COULD POTENTIALLY BENEFIT WATER RESOURCES OR ADDRESS OTHER NATURAL RESOURCE ISSUES.

As an organization committed to bringing the Mississippi River back to the center of public life in Saint Paul, the GRPC understands the urgent and ongoing need to protect our community’s water resources today, and to ensure their health over time.

In our River Balcony and River Learning Center projects, water is front and center as it converges at both sites in many forms, from storm water runoff to the body of the Mississippi itself. As CRWD emphasizes, “everything flows to the river.” Guided by that mindset, we are determined to weave efficient and effective water management and protection into all aspects of these projects, including building and landscape design, community engagement, systems, infrastructure, and programming. As this work unfolds at both project sites, we will rely on our interdisciplinary design team’s expertise in dynamic water conditions to help us best address issues such as river flooding and drought, stormwater runoff, dramatic rain episodes, and more. Collaboratively, we will consider a range of activities and approaches in responding to these issues, including: • River edge restoration to mitigate more extreme river fluctuations • Landscape design techniques to capture and hold rainwater • Exposed building systems to capture rainwater and reuse in the Center Ultimately, as we address water management issues related to landscape, infrastructure, buildings, and programming, we see the following deliverables coming out of the process: vision, cost estimates, phasing, programming, and finance strategy. Across all these pieces, we will also develop a plan to educate the public about how and why our systems, processes, materials, and physical spaces have been designed to protect our community’s water resources.

We envision CRWD continuing to be a key partner in all this work, collaborating with us and other partners to shape our engagement, programming, and design from the early stages of the schematic design process. The collaboration is an opportunity to deepen our strategic partnership and build on the momentum created by CRWD’s previous support of our work, including funding for River Learning Center technical and feasibility studies, as well as Jessica Bromelkamp’s valuable programming expertise during the feasibility study.

3. EDUCATION AND DEMONSTRATION POTENTIAL: Describe the key elements and audiences of your community engagement plans or program including expected numeric deliverables and outcomes and how they help CRWD achieve its mission to protect, manage and improve water resources of the District. Additional consideration will be given to programs serving historically underrepresented audiences.

The Great River Passage team and our designers will take a multi-pronged approach to community engagement.

This process—already underway for the River Balcony and to be replicated for the River Learning Center— includes the following: • Meet three times with the Stakeholder, Advisory, and Technical Committees to gather information, and present initial concepts for review and final design. (Ideally, CRWD will participate on both the Stakeholder and Technical Committees.)

• Creatively engage the general public to gather information, present initial concepts for review and final design. At our River Balcony kickoff event in March 2021, we engaged 75 stakeholders.

• Work directly with Dakota leaders to ensure the design reflects the voice of the four Dakota Tribes and local native communities. This builds on the relationships we have been cultivating for four years, which have led to greater engagement with the Dakota through our 2019 Dakota and Agency Partners Convening (50 attendees), bringing Prairie Island Indian Community President Shelley Buck onto the Conservancy board, and planning to contract with Full Circle Indigenous Design to bridge the gap between our design team and the Dakota.

Last year, Great River Passage was selected for membership in the High Line Network joining 35 other initiatives across North and Central America. As part of that partnership, we were chosen as one of six initiatives to take part in the High Line Network’s 2021 Equitable Impacts Framework (EIF).

While that Framework process is still developing, we have already begun to implement components of it by expanding our board of directors to be more diverse, by cultivating relationships with the Dakota and beginning to build relationships with the Latinx community, and by adjusting our design process to ensure that a full range of voices and non-traditional design perspectives are heard and incorporated.

Collaborating with CRWD, we will integrate EIF principles into all elements of our projects’ engagement and design so that we ensure historically underrepresented voices are lifted up throughout the process, and that those communities have equitable access to both places and programs offered. In the spirit of all waters flowing to the Mississippi, we envision all people feeling welcome to engage with and learn from the river as a result of our comprehensive, integrated, and collaborative approach.

4. INNOVATION POTENTIAL: PLEASE DESCRIBE ANY UNIQUE APPROACHES TO PROTECTING OR IMPROVING NATURAL RESOURCES THAT WILL BE EVALUATED IN THIS PLANNING PROCESS. HOW WILL THE EVALUATION BE CONDUCTED?

We strive to highlight and lift up a diverse range of voices in planning, designing, and evaluating our work. Unique examples could range from sharing the important history of a place and how the landscape was used to influence design vision, to incorporating indigenous planting or the interpretation of a place of cultural significance.

This unique approach to weaving in a range of voice, direction, and inspiration is critical to our goal of linking people to place to project, and as described elsewhere, we are determined to weave an equity-focused mindset into every phase of the two projects. Our participation in the High Line Network’s 2021 Equitable Impacts Framework is driving that focus, helping the GRPC define our organizational approach to equitable development and set specific, meaningful, and measurable goals that maximize community benefit (economic, social, cultural, and environmental) across all our initiatives.

Going forward into schematic design we envision CRWD taking part in the robust community engagement we have in place, and providing technical expertise from the beginning of the planning process to help shape both projects’ design and programming.

SECTION 2

Looking to CRWD’s new headquarters in Saint Paul as a model, we aim to weave water throughout every aspect of the River Balcony and River Learning Center projects. It is essential that we not only design for responsible water management but also extend that focus into the projects’ public-facing elements and programming so that, as CRWD has done with their building, we can create hands-on opportunities to educate the community about protecting, preserving, and stewarding our natural resources.

5. PROJECT READINESS: PLEASE DESCRIBE ANY WORK COMPLETED TO-DATE. INCLUDE ANY STUDIES OR CONCEPT DESIGNS WITH THIS APPLICATION. WHAT IS THE LIKELIHOOD OF IMPLEMENTNG THE RESULTS OF THIS PLANNING EFFORT?

The River Balcony is gaining especially strong momentum, with schematic design kicking off during our Virtual Stakeholder Convening in March 2021, and in September 2021 we announced its project designer— Field Operations, designers of New York City’s High Line urban park—after vetting a highly competitive pool of proposals from teams across the country. Field Operations will begin work the last week of September, with the schematic design process taking approximately nine months.

The River Learning Center is on track to launch schematic design Requests for Proposals in October 2021.

While all our projects prioritize environmental stewardship, that spirit will take center stage through this project. By hosting year-round environmental, cultural, and historical education and recreation opportunities that are integrated into the region’s routines, traditions, and collective identity, the River Learning Center will lead the way in developing Saint Paul’s next generation of river stewards. Ideally, the design process will kick off in January 2022, with schematic design completed by September 2022. Meanwhile, we are now moving into Phase two of the Equitable Impacts Framework process, working with Urban Institute for six months to develop an equity strategy and implementation plan.

Funding-wise, the two projects are leveraging a range of sources. The River Balcony and River Learning Center are both true public-private partnerships when it comes to financing, with the Balcony being a nearly even split ($300,000 in both public and private funding to date). The River Learning Center, while also a mix, has thus far predominately raised private funding.

CRWD funding would help us close the funding gap for both projects. With River Balcony design already funded and kicking off this week, a contribution of $25,000 to support the Balcony project would focus primarily on community engagement, communications, and programming as that work moves forward. This includes engaging and communicating closely with partners running other projects along the Balcony so that all our designs are integrated.

Half of the $50,000 for the River Learning Center would similarly strengthen engagement, communications, programming, and coordination with adjacent partners. The other $25,000 would provide the remaining funding we need to fully support the schematic design launch and design team to ensure we are prepared for the 2022 legislative bonding session.

Given the extent of our progress already, and coupled with our ongoing CRWD partnership, the Conservancy is confident in the likelihood that together we can design and implement the River Balcony and River Learning Center in ways that protect and preserve water quality along the river, while also increasing public awareness of local water resources and creating opportunities to engage with the river in new and equitable ways that strengthen both community and environmental health.

PROJECT BUDGET AND TIMELINE COMPLETE THE FOLLOWING TABLE OR SUBMIT SEPARATE TABLE FOR ALL PROJECT PHASES FOR WHICH YOU WILL BE REQUESTING GRANT FUNDS. IF A SCOPE OF WORK HAS BEEN DEVELOPED FOR THIS PLANNING EFFORT, PLESE INCLUDE IT WITH YOUR APPLICATION SUBMITTAL. MATCHING FUNDS ARE NOT REQUIRED, BUT PREFERENCE MAY BE GIVEN TO PROJECTS WITH DEDICATED FUNDS. ELIGIBLE MATCHING FUNDS MUST BE CASH CONTRIBUTION FOR THE PROJECT ELEMENTS IN THIS APPLICATION.

TASK

ESTIMATED COMPLETION

GRANT REQUEST

APPLICANT MATCH FUNDS

Phase 1:

$ 0.00

Feasibility/Concepts

Phase 2: Design and Engineering

TOTAL COST

10/22

75,000

$1,100,000

$1,200,000 $ 0.00

SECTION 3

Phase 3: Bidding & Construction Management (see CRWD CIP Grant)

NA

NA

NA

NA

Phase 4:

NA

NA

NA

NA

Construction (see CRWD CIP Grant)

TOTAL

$ 75,000

$ 1,1000,000

$1,200,000

BUDGET SCHEMATIC DESIGN & COMMUNITY ENGAGEMENT, COMMUNICATIONS & PARTNERSHIP DEVELOPMENT

River Balcony

River Learning Center

$

$

Total Revenue $

500,000 25,000 30,000 555,000

$

450,000 50,000 55,000 555,000

$

475,000

$

475,000

Revenue (Confirmed) CRWD Other Revenue (Pending)

Expense Schematic Design Fee Enhanced Community Engagement, Communication and Project Partner Integration Admin Fee

Net Income

25,000 55,000

25,000 55,000

Total Expense $

555,000

$

555,000

$

-

$

-

October 6, 2021 Board Meeting V. Action Item - F) Approve Grant Award to Safe City Project for the Lily Pad Project (Lundgren) DATE: TO: FROM: RE:

10/6/21 CRWD Board of Managers Carol Lundgren, Stormwater BMP Specialist Approve Stewardship Grant Award to Safe City Project for The Lily-Pad

Background The Lily-Pad community garden is located in the Frogtown neighborhood of St. Paul at 625 Dale Street North. The community garden is a sustainable demonstration garden promoting the environmental health benefits of green space, increasing neighborhood canopy, and food security. The Lily-Pad is managed by Safe City Project, an organization that provides support services to at risk teens and young adults in the inner city. Safe City Project has partnered with Frogtown Green, a non-profit organization that campaigns for and converts vacant lots into community gardens, to coordinate the development and implementation of The Lily-Pad. Safe City Project is proposing to construct a 1,220 square foot rain garden that will receive runoff from 7,047 square feet of untreated driveway, four hundred thirty (430) square feet of bituminous surface will be removed for a native plant garden, and a cistern will capture 1,585 annual gallons of rooftop runoff.

Issues CRWD and Ramsey County Soil and Water Conservation Division (RCSWCD) have provided a watershed analysis for the rain garden, bituminous surface removal and cistern. In addition, CRWD and RCSWCD have developed construction site plans for the proposed rain garden and native plant garden.

The 1,220 square foot single basin rain garden is sized to capture and infiltrate 1.1” rain events from The Lily-Pad’s driveway. The rain garden will capture 84,095 cubic feet of stormwater per year (a 93% reduction). Total suspended solids and total phosphorus will both be reduced by 93%.

CRWD staff has determined by using the Stewardship Grant Calculator an award not to exceed $20,861.

The estimated total cost of the project is $25,260. Safe City Project is responsible for the remaining costs of the project, which exceeds the 5% match requirement.

Action Requested Approve a grant award to Safe City Project for an amount not to exceed $20,861 and authorize the District Administrator to execute a grant agreement.

enc: Stewardship Grant Calculator, Construction Plan Set, Water Re-use System Proposal W:\07 Programs\Stewardship Grant Program\2021\Frogtown Green_The Lily-Pad\Board Meeting

Our Mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

Stewardship Grant Calculator The Lily-Pad Funding Summary Practice Raingarden Re-Use Native Planting Total

$ $ $ $

Cost 19,320 715 5,226 25,260

$ $ $ $

CRWD Grant 18,354 679 1,828 20,860.92

CRWD % 95% 95% 35% 83%

Grantee $ $ $ $

966 36 3,397 4,399.08

Grantee % 5% 5% 65% 17%

DEMOLITION AREA

EXISTING ASPHALT

EXISTING CITY TREE [TYP]

EXISTING CITY TREE [TYP] EXISTING STREET LIGHT

PROJECT: FROGTOWN GREEN LOCATION:[LILYPAD]

881'

LAFOND AVE

EXISTING FENCE

1425 PAUL KIRKWOLD DR ARDEN HILLS, MN 55112 651-266-7274

625 DALE ST. N. ST. PAUL, MN 55103

WATERSHED DISTRICT: 5

10 FT

CAPITOL REGION WATERSHED DISTRICT

ENTRANCE NOTES: 1. LOCATION AND CONDITION OF ASPHALT WILL VARY 2. REMOVE AND TREAT STUMPS OF AMUR MAPLE TREES ALONG THE WEST PROPERTY LINE. 3. CONFIRM AMUR MAPLE REMOVAL WITH NEIGHBORING PROPERTY OWNER 3. SAW-CUT ASPHALT 4. REMOVE ASPHALT AND BASE LAYER OF PAVEMENT.

5'-6"

59'-1"

881'

79'-1"

881

NOTES:

25'-10"

ESTIMATED EDGE OF ASPHALT DRIVEWAY

ESTIMATED EDGE OF ASPHALT R 20'-0"

SAW-CUT ASPHALT PARKING LOT

-ELEVATIONS ARE APPROXIMATE -SIZE AND SHAPE OF RAINGARDEN MAY VARY -MAINTAIN SQUARE FEET AND PONDING DEPTH -UTILITY LOCATIONS ARE APPROXIMATE, CONFIRM UTILITY LOCATIONS PRIOR TO WORK

48'-6"

ASPHALT REMOVAL: 1,650 SQ-FT SAW CUTTING: 100 LN-FT TREE REMOVAL: 7-8

SIDEWALK

SCALE: 1" = 10'-0"

SAW-CUT ASPHALT PARKING LOT

R 23'-0"

26'-1"

REMOVE AND TREAT EXISTING AMUR MAPLES ALONG FENCE/PROPERTY LINE [CONFIRM WITH NEIGHBORING PROPERTY OWNER] ESTIMATED EDGE OF ASPHALT

880

DESIGNER: JL DATE: 9/28/21 REVISION: 6/8/21 REVISION: 9/28/21 REVISION: REVISION: REVISION: CHECKED BY: BO

882'

EXISTING CONDITIONS

0

882

L100

NATIVE PLANTING [560 SQ-FT]

EXISTING FENCE

3H:1V SIDE SLOPE [380 SQ-FT]

MIXED SIZE ROCK [70 SQ-FT]

PROPERTY LINE

PROPOSED FENCE [30 LN-FT]

RAINGARDEN [A] SQ-FT: 1,220 PONDING DEPTH: 6" BASIN ELEVATION: 880.75' OVERFLOW ELEVATION: 881.25' TOP BERM ELEVATION: 881.75' 1. EXCAVATE RAINGARDEN AND NATIVE PLANTING AREA. 2. IMPORT SOILS, AS NEEDED, AND GRADE ACCORDING TO PLANS. 3. INSTALL PRE-TREATMENT STRUCTURE AND RIP-RAP 4. INSTALL COIR BLANKET TO BERM AREAS OF RAINGARDEN 5. TWICE SHREDDED HARDWOOD MULCH TO BE APPLIED TO ALL PLANTED AREAS, INCLUDING ON TOP OF COIR BLANKET

10 FT 881'

EXISTING CITY TREE [TYP] LAFOND AVE

EXISTING STREET LIGHT

EXISTING CITY TREE [TYP]

880

ENTRANCE ENTRANCE CLOSE GAP BETWEEN EXISTING CHAIN-LINK FENCE WITH NEW FENCING OR OTHER TRAFFIC DETERRENT

6 L400

10'-6"

OVERFLOW

18'-0"

3'-0"

SIDEWALK

5'-0"

73'-0"

RADIUS POINT [TYP]

25'-6"

R 7'-6"

INLET

WATERSHED DISTRICT: CAPITOL REGION WATERSHED DISTRICT

DESIGNER: JL DATE: 9/28/21 REVISION: 6/8/21 REVISION: 9/28/21 REVISION: REVISION: REVISION: CHECKED BY: BO

R 7'-6" 88

R 7'-6"

625 DALE ST. N. ST. PAUL, MN 55103

-ELEVATIONS ARE APPROXIMATE -SIZE AND SHAPE OF RAINGARDEN MAY VARY -MAINTAIN SQUARE FEET AND PONDING DEPTH -UTILITY LOCATIONS ARE APPROXIMATE, CONFIRM UTILITY LOCATIONS PRIOR TO WORK

13'-6" 26'-5"

PROJECT: FROGTOWN GREEN LOCATION:[LILYPAD]

NOTES:

18'-0"

67'-0"

881

881'

1425 PAUL KIRKWOLD DR ARDEN HILLS, MN 55112 651-266-7274

1'

[TYP] R 7'-6"

1 L400

52'-5"

2 L400

SCALE: 1" = 10'-0"

[TYP]

65'-6" 882'

LEVEL SPREADER/PRE-TREATMENT SUMP [LOCATION MAY VARY- VERIFY ON-SITE]

882

PROPOSED CONDITIONS

10'-6"

5

RAINGARDEN BERM [285 SQ-FT]

DRIVEWAY

0

RAINGARDEN BASIN [840 SQ-FT]

L200

EXISTING CITY TREE [TYP]

EXISTING CITY TREE [TYP]

1425 PAUL KIRKWOLD DR ARDEN HILLS, MN 55112 651-266-7274

3 P21

PROJECT: FROGTOWN GREEN LOCATION:[LILYPAD]

3 P19

4 P14

3 P20

3 P15

3 P26

3 P26

4 P6

WATERSHED DISTRICT: CAPITOL REGION WATERSHED DISTRICT OVERFLOW

3 P19

SIDEWALK

625 DALE ST. N. ST. PAUL, MN 55103

ENTRANCE

3 P26

48-Little Bluestem 48 P2

DESIGNER: JL DATE: 9/28/21 REVISION: 6/8/21 REVISION: 9/28/21 REVISION: REVISION: REVISION: CHECKED BY: BO

41 P2 41-Little Bluestem 881'

71 P23 71-Penn Sedge 4 P13

INLET

88

4 P13 4 P38 6 S1

3 3 3 3 4

-ELEVATIONS ARE APPROXIMATE -SIZE AND SHAPE OF RAINGARDEN MAY VARY -MAINTAIN SQUARE FEET AND PONDING DEPTH -UTILITY LOCATIONS ARE APPROXIMATE, CONFIRM UTILITY LOCATIONS PRIOR TO WORK

5 T2 1'

3 P38 617 P11

P26 P19 P26 P15 P14

4 3 3 3 3

P6 P26 P20 P19 P21

3 P13

202 P23

SCALE: 1" = 10'-0"

4 P13

882'

ID Quantity P2 89

Latin Name Schizachyrium scoparium

Common Name Little Bluestem

Size 4" Pot

Spacing 2'0"

P6

8

Aster novae-angliae

New England Aster

4" Pot

2'0"

P11

617

Carex brevior

Plains Oval Sedge

1" Plug

1'6"

P13

15

Asclepias tuberosa

Butterfly Weed

4" Pot

2'0"

P14

8

Eupatorium purpureum

Joe-Pye Weed

4" Pot

2'0"

P15

6

Iris versicolor

Blue Flag Iris

4" Pot

2'0"

P19

12

Rudbeckia hirta 'Goldsturm'

Black-Eyed Susan 'Goldsturm'

4" Pot

2'0"

P20

6

Echinacea purpurea

Purple Coneflower

4" Pot

2'0"

P21

6

Lobelia siphilitica

Great Blue Lobelia

4" Pot

2'0"

P23

273

Carex pensylvanica

Penn Sedge

1" Plug

1'6"

P26

18

Juncus effusu

Common Rush

4" Pot

2'0"

P38

7

Liatris pycnostachya

Prairie Blazing Star

4" Pot

2'0"

S1

6

Aronia melanocarpa

Black Chokeberry

2 Gallon

4'0"

T2

5

Amelanchier laevis

Allegheny serviceberry

10 Gallon

8'0"

SITE PLANTING

DRIVEWAY

NOTES:

L300

4"-9" MIXED SIZE ROCK SPILLWAY PRE-TREATMENT/ LEVEL SPREADER EXISTING ASPHALT

3'-0"

6'-6"

FLAT/LEVEL RAINGARDEN BASIN [880.75'] 3" SHREDDED HARDWOOD MULCH BERM [881.75'] SECRURE COIR BLANKET TO COMPACTED BERM

3:1 SIDE SLOPE

ROCK OVERFLOW HEIGHT [881.25'] PROJECT: FROGTOWN GREEN LOCATION:[LILYPAD] [SEE DRAWING #6 BELOW] SIDEWALK AMENDED SOIL MIX [6"] RIP SUB-SOILS [6"-12"]

NOTES: 1. AMENDED SOIL MIX: 20-25% WASHED SAND/75-80% LEAF COMPOST

PRE-TREATMENT

2

4

Scale: 3/8" = 1'-0"

PRE-TREATMENT

5

Scale: 3/8" = 1'-0"

PRE-TREATMENT Scale: 3/8" = 1'-0"

LEVEL SPREADER PRE-TREATMENT/ LEVEL SPREADER

EXISTING ASPHALT

A

O

W

SIDE WALL 6 '-

SIDE WALL

8"

W

AT

EXISTING ASPHALT

6'-8"

WA

3

L400

WATER FLOW

SUMP/PRE-TREATMENT

WATER FLOW

TE

R

FL

TE

RF

LO

W

6

Scale: 1/2" = 1'-0"

TOP OF EXISTING ASPHALT

RAINGARDEN OVERLOW

5 '-

0" PONDING DEPTH: 6" BASIN ELEVATION: 880.75' OVERFLOW ELEVATION: 881.25' TOP BERM ELEVATION: 881.75'

FL

TOP SIDE WALLS

O W

PRE-TREATMENT/ LEVEL SPREADER 4"

EXISTING ASPHALT

3'-0"

TOP LEVEL SPREADER [MIN. 2" BELOW TOP OF EXISTING ASPHALT]

3 '-

TOP BERM [881.75'] OVERFLOW [881.25'] SIDEWALK

DESIGNER: JL DATE: 9/28/21 REVISION: 6/8/21 REVISION: 9/28/21 REVISION: REVISION: REVISION: CHECKED BY: BO -ELEVATIONS ARE APPROXIMATE -SIZE AND SHAPE OF RAINGARDEN MAY VARY -MAINTAIN SQUARE FEET AND PONDING DEPTH -UTILITY LOCATIONS ARE APPROXIMATE, CONFIRM UTILITY LOCATIONS PRIOR TO WORK

TOP BERM [881.75']

Scale: 3/8" = 1'-0"

FLAT RAINGARDEN BASIN [880.75']

CAPITOL REGION WATERSHED DISTRICT

SCALE: NA

OVERFLOW SIDE SLOPE

PRE-TREATMENT

WATERSHED DISTRICT:

OW

NOTES: 1. TOP OF SUMP-PRE-TREATMENT TO BE MIN. 2" LOWER THAN TOP EXISTING ASPHALT 2. MATERIAL FOR PRE-TREATMENT STRUCTURE MAY VARY- CONSIDER POURED CONCRETE OR MODULAR CONCRETE BLOCKS

EXISTING ASPHALT

3

WA

INSTALL PAVERS/CONCRETE ADJACENT TO ASPHALT BELOW INLET [SEAL JOINT BETWEEN ASPHALT/PAVER WITH SILICONE CAULK]

LEVEL SPREADER

625 DALE ST. N. ST. PAUL, MN 55103

NOTES:

ER

W

R TE

FL

OW

SIDE WALL

FL

PRE-TREATMENT/ LEVEL SPREADER

3'-0"

1425 PAUL KIRKWOLD DR ARDEN HILLS, MN 55112 651-266-7274

0"

NOTES: 1. SECURE OVERFOW WITH 4" TO 9" MIXED SIZE ROCK 2. SET 4" TO 9" ROCK ON BED OF 0.75" TO 1.50" WASHED ROCK 3. BERM TO BE SECURED WITH COIR BLANKET AND TWICE SHREDDED HARDWOOD MULCH

SITE SECTION & DETAILS

Scale: 3/8" = 1'-0"

HEIGHT [880.75']

6" PONDING BEFORE OVERFLOW

RAINGARDEN SECTION [TYP]

1

L400

CRWD Rainwater Harvester Proposal Daniel Westhoven Program Manager, Frogtown Green westhovend@gmail.com July 13, 2021 Concept The proposed rainwater harvester discussed in this proposal will be located at Lily Pad Gardens, a community garden and environmental education commons in the Frogtown neighborhood of Saint Paul. This rainwater harvester is part of a seven-piece educational endeavor led by Frogtown Green which seeks to demonstrate climate-resilient, self-sufficient behaviors that visitors can implement in their own lives and homes. As such, design decisions for this project and the others aim to be low-cost, simple, and replicable.

Our goal with this rainwater harvester is to demonstrate how precipitation can be captured, stored, and used to irrigate gardens, lawns, etc. We are choosing to construct a shed-like structure, as these and garages are common to homes in the area. In the case of the Lily Pad, the structure will act as a source of shade and adjoins a social space within the garden. The shed occupies a ground area of 10 ft. x 10 ft. and has a total roof area of 130 sq. ft. Catchment potential is thus limited but based on numbers provided by Capitol Region Watershed District (CRWD) has the potential to harvest 1,584.7 gal. annually.

Construction plans for shed structure. (Since these plans the orientation of the structure has changed, with “front” now north-facing, and “back” now south-facing.)

Design The design of our structure is our own and, as previously stated, imitates a shed, garage, or other roofed structure that garden visitors might have at their own homes. The design for the cistern and actual catchment mechanisms, on the other hand, borrows from the “UFGA Peace Garden Rainwater Catchment Project Summary” assembled by the Urban Farm and Garden Alliance. Filters, downspouts, and similar functional design decisions were utilized to save time and rely on the expertise of those working on the UFGA project.

In our design we use a simple lean-to corrugated tin roof to direct rainfall into a standard aluminum gutter. Water flows westward in the gutter, then moving through a standard 2”x3” downspout (with wire mesh filter) on the southwest post. From there, water enters a 3” diameter corrugated plastic pipe which wraps around the southwest post before arriving in either a recycled IBC tote or recycled 55-gal. barrel. Our decision to use flexible pipe stems from the

need, in the case of overflow events, to easily redirect rainfall whichever of our cisterns is empty at the time. The IBC tote sits on top of two 3’x4’ plastic pallets to keep it off the ground and make spout access easier.

Our 55-gal. barrels are placed Layout plans for gutter, downspout, and cisterns. The drawing to the left is west-facing, the drawing on a donated wooden stand to the right is north-facing. which was originally used for the same purpose. The elevation helps with access as well as adding gravitational force to outgoing water. From the exit point of the cisterns water will either pass through standard hose, drip irrigation hose, or will be used directly to fill up buckets and watering cans. Hoses are not specified neither the drawings nor materials list, as Frogtown Green has easy access to them and because we don’t yet know what will be going where.

Materials Below is a list of the materials needed to complete this project. In addition to those needed for the water catchment and cistern are lumber, hardware, and others. Price estimates are rough and may not exactly align with final costs. In addition some of our materials were donated, and so don’t have associated prices attached. Materials for the harvester structure are labelled with yellow, while those for water catchment and storage are in blue.

Material 4"x4"x8' 2"x4"x8' 2"x4"x10' 2"x6"x12' 8" form tube Concrete Footing hardware Box of screws Box of concrete screws Corrugated tin roofing Box of roofing screws 275 gal. IBC tote 55 gal. barrel 5"x10' aluminum gutter Wire downspout filter End cap 2"x3" aluminum downspout 3"x10' corrugated pipe

Quantity

Cost/unit 8 4 15 8 2 6 8 1 1 130 sq.ft.

1 1 2 1 1 2 1 1

Total cost $16.98 $7.98 $12.72 $23.12 $9.72 Donated $0.61 $23.66 $30.69 Donated $11.56 Total Donated $20 $8.18 $3 $1.37 $9.32 $8.44

$135.84 $31.92 $190.80 $184.96 $19.44 N/A $4.88 $23.66 $30.69 N/A $11.56 $633.75 N/A $40 $8.18 $3 $2.74 $9.32 $8.44

3'x4' pallets 55 gal. barrel stand Gutter hooks 2"x3"x3" down spout adapter

2 1 4 1

Donated Donated $1.68 $2.92 Total Project total

N/A N/A $6.62 $2.92 $81.22 $714.97

October 6, 2021 Board Meeting V. Action Item G) Approve Amendments to Science Museum of MN Stormwater Feasibility Study (Zwonitzer) DATE: TO: FROM: RE:

September 27, 2021 CRWD Board of Managers Nate Zwonitzer, Water Resource Project Manager Approve amendments to cooperative funding agreement with Science Museum and consultant services agreement with Barr Engineering

Background In June 2021, CRWD and the Science Museum of Minnesota (SMM) completed a stormwater feasibility study of the SMM campus. The study identified conceptual ideas on how the museum could use rainwater as a resource in three key areas: Elements Café, Kellogg Plaza, and Science Park (the Big Backyard). The findings of the study will be used for capital fundraising to advance designs and implement innovative stormwater management and outreach.

Issues While SMM awaits additional information on the Kellogg Bridge reconstruction project and the River Balcony project (both of which could impact findings of the feasibility study) they identified opportunities for rainwater harvesting to support existing and future non-potable demands, primarily irrigation. The areas being considered were discussed during the initial feasibility study but were considered lower priority due to anticipated implementation timelines for the three priority areas. With those timelines in flux, SMM has requested CRWD’s assistance in evaluating rainwater harvesting from several areas of the building’s rooftop to irrigate the Big Backyard and/or Celebration Field, a publicly accessible open space southwest of the building. Barr Engineering has provided a proposal to do a preliminary investigation of rainwater harvesting options by reviewing building plumbing, conducting water balance calculations, developing conceptual schematic drawings and preparing cost estimates.

CRWD and SMM have agreed to continue the previous cooperative funding arrangement (enclosed) where CRWD manages the consultant and covers 75% of expenses, and SMM reimburses CRWD for 25% of expenses when the project is complete. Barr Engineering has provided a scope to conduct this work for $20,600 (enclosed). Staff recommend approval of the enclosed amendments to the cooperative funding agreement with the Science Museum and the consultant services agreement with Barr Engineering to conduct the work. The total budget for the SMM study including this amendment is $95,600 with CRWD’s contribution equal to $70,700. CRWD budgeted $50,450 in 2021 (#433-20892) for the SMM study.

Requested Actions 1. Approve amendment to cooperative funding agreement with the Science Museum of Minnesota to include the Science Museum Reuse System Feasibility Study and authorize the Administrator to execute the amendment.

Our Mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

2. Approve amendment to consultant services agreement with Barr Engineering for an amount not to exceed $20,600 to conduct the Science Museum Reuse System Feasibility Study and authorize the Administrator to execute the amendment.

Enc:

2019 Cooperative Funding Agreement between CRWD and SMM CRWD/SMM Cooperative Funding Agreement Amendment Barr Engineering Scope of Work for Additional Feasibility Barr Engineering Agreement Amendment

W:\08 Orgs-Cities-Agencies\Science Museum of MN\Feasibility Study\Reuse Feasibility\Board Memo_Amendments to SMM and Barr Agreements_10-621.docx

2

Project Funding Agreement Amendment No. 1 Project Name: Partners: Consultant: Agreement #:

Science Museum of MN Campus Stormwater Feasibility Study Capitol Region Watershed District, Science Museum of Minnesota Barr Engineering 19-087

The Project Funding Agreement between Capitol Region Watershed District (CRWD) and Science Museum of Minnesota (SMM) approved on August 21, 2019 is hereby amended to the following: Delete contents of section 2.1 (Responsibility for Project Costs) and replace with: The parties agree to participate in the costs of the Project as follows: CRWD: 75% of actual expenses not to exceed $72,495 SMM: 25% of actual expenses not to exceed $23,900

___________________________________________, ____________, 2021 Science Museum of Minnesota

___________________________________________, ____________, 2021 CRWD Administrator W:\08 Orgs-Cities-Agencies\Science Museum of MN\Cooperative Funding Agreement\Cooperative Funding Amendment 1_SMM Reuse Feasibility.docx

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

September 29, 2021 Nate Zwonitzer Water Resource Project Manager Capitol Region Watershed District 595 Aldine Street Saint Paul, MN 55104 Re: Science Museum of Minnesota Reuse System Feasibility Study Dear Nate: As requested during the meeting with Science Museum of Minnesota staff on September 9, 2021, Barr proposes to perform services to evaluate the feasibility of implementing a stormwater reuse system for irrigation of the Science Museum’s Big Backyard. The following is a description of the proposed scope and budget: 1.

2.

3.

Evaluate options for stormwater cistern and treatment placement and feasibility of tying into existing internal roof drainage pipes at the Science Museum.

Develop feasibility-level schematics and cost estimates for up to three options based on Barr’s evaluation of the existing drainage system along with input from Capitol Region Watershed District (CRWD) and the Science Museum.

Calculate water-balance, stormwater treatment benefits, and potable water use reductions.

Scope Task 1: Evaluate Existing Roof Drainage: •

•

Meet with the Science Museum and CRWD (if available) staff on-site to confirm existing roof drainage patterns and evaluate placement of cistern and feasibility of tie-in to existing rainwater leaders.

Review PDFs of Science Museum internal piping to confirm roof area draining to the site.

Task 2: Develop Reuse System Alternatives: • • •

Approximate the treatment potential of up to three alternatives using the MIDS stormwater reuse calculator.

Evaluate structural feasibility of placing cisterns above ground level (Level 3 terrace), at ground level (Level 2 group entrance), and within the Science Museum lobby.

Produce conceptual schematics (GIS maps) and cost estimates for each alternative. Each alternative will include the following: o

Cistern placement and structural evaluation

o

Evaluate need for UV treatment

o

Quantity of stormwater that could potentially be used and what percentage of irrigation demand can potentially be met (potable water use reduction)

o

o

Rainwater leader tie-in location, municipal water supplementation configuration, and connection to existing irrigation system Stormwater treatment benefit and annual runoff reduction

Barr Engineering Co. 4300 MarketPointe Drive, Suite 200, Minneapolis, MN 55435 952.832.2600 www.barr.com

Nate Zwonitzer September 29, 2021 Page 2

Meet with CRWD and Science Museum staff to discuss the conceptual design alternatives. The purpose of this meeting is to gather feedback on the first draft of the alternatives and determine a recommended design.

• Incorporate CRWD’s and Science Museum staff comments into the alternatives and provide a design recommendation.

Assumptions: •

• • • •

Up to 1 round of draft edits for the alternatives is included.

Presentation of draft conceptual designs will be held as a virtual meeting.

No detailed site survey will be necessary.

No detailed design or construction services are included in this scope, but could be included in a future scope.

Deliverables: • •

Conceptual schematics, treatment summary, and preliminary cost estimates (including annual operation and maintenance costs) for each alternative Brief technical memorandum of results and recommendations incorporating comments on the draft alternatives from CRWD and Science Museum staff

Schedule Work on this project shall begin upon written approval from the CRWD. We expect to complete the plan

by January 15, 2022.

The schedule will be coordinated with CRWD staff. Anticipated schedule is listed below: Task Task 1: Site Review and On-Site Meeting Task 2: Presentation of conceptual design options and CRWD/Science Museum staff Review

Task 2: Final Cost Estimate, Schematics, and Technical Memorandum

Anticipated Completion Date Late October, 2021

Early December, 2021

Mid-January, 2022

Estimated Cost All work covered by this scope of work will be charged on a time and expenses basis and invoiced approximately every month. We will not exceed $20,600.00 without written authorization from you.

Please contact Heather Lau (952.842.3613, hlau@barr.com) or me (612.710.8140, ncampeau@barr.com), if you have any questions about the scope of work or budget. Thank you for this opportunity.

Sincerely,

P:\Mpls\23 MN\62\23621342 Science Museum Stormwater Feas\ProjRiskMgmt\Reuse Feasibility Scope of Work\Science Museum Reuse Feasibility Scope v3.docx

Nate Zwonitzer September 29, 2021 Page 3

Nathan Campeau, PE Vice President

P:\Mpls\23 MN\62\23621342 Science Museum Stormwater Feas\ProjRiskMgmt\Reuse Feasibility Scope of Work\Science Museum Reuse Feasibility Scope v3.docx

Project Name: Science Museum of Minnesota Reuse System Feasibility Study Client Name: CRWD Date: September 29, 2021 Approved by: NDC Name (Last, First) Campeau, Nathan Lau, Heather Menk, Harry Wolohan, Katie Initials NDC HNH HDM KMB 145.00 Billing Rate $ 180.00 $ 120.00 $ 180.00 $

Project Role Task 1 - Evaluate Existing Roof Drainage Task 1.1 - On Site Meeting, Site Evaluation and Existing File Review Subtotal Task 2 - Evaluate Reuse System Alternatives Task 2.1 - Evaluate Roof Drainage and Treatment for Alternatives Task 2.2 - Cost Estimate Task 2.3 - Schematics and Tech Memo Task 2.4 - Meetings (3), and Project Management Subtotal Project Total Assumptions:

Vice President

Water Resources Engineer

Brown, Aaron Rozumalski, Fred APB FJR 165.00 $ 95.00 $ Landscape Architect and Senior Structural Environmental Water Resources Ecologist Engineer Engineer Engineer

4.0 4.0

12.0 12.0

0.0 0.0

3.0 3.0

8.0 8.0

4.0 0.0 4.0

20.0 4.0 10.0

10.0 2.0 0.0

0.0 10.0 2.0

8.0 16.0 20.0

12.0 46.0 58.0

0.0 12.0 12.0

0.0 12.0 15.0

Expenses: Travel to site

Subtotal Hours

Subtotal Costs

Expenses

4.0 4.0

31.0 31.0

$ $

4,015.00 $ 4,015.00 $

30.00 30.00

20.0 8.0 4.0

2.0 2.0

54.0 20.0 8.0

$ $ $

6,820.00 $ 3,380.00 2,920.00

30.00

0.0 32.0 40.0

3.0 7.0 11.0

23.0 125.0 156.0

$ $ $

3,375.00 $ 16,495.00 $ 20,510.00 $

30.00 60.00 90.00

Sub Contractors

Contingency %

$

$ $

-

$ $

4,045.00 4,045.00

$ $ $

-

$ $ $

6,850.00 3,380.00 2,920.00

$ $

-

$ $ $

3,405.00 16,555.00 20,600.00

$ $

-

-

Project Total

Percentage of Total

20%

80%

Consultant Services Agreement Amendment No. 2 Project Name: Consultant: Agreement #:

Science Museum of MN Campus Stormwater Feasibility Study Barr Engineering 19-109

The Consultant Services Agreement between Capitol Region Watershed District (DISTRICT) and Barr Engineering (CONTRACTOR) approved on December 10, 2019 is hereby amended to the following: 2-1 Additional Scope and Cost Description: The agreement scope of work is amended as described in the attached memo “Science Museum of Minnesota Reuse System Feasibility Study” prepared by CONTRACTOR on September 29, 2021.

Reason for Change: Additional time required for evaluation of stormwater reuse system options.

Change in Agreement Deadline: January 31, 2022 Change in Agreement Amount: $20,600.00

Consultant Services Agreement Summary Original agreement amount Net change by previous amendments Agreement amount prior to this amendment Change in agreement amount by this amendment New agreement amount including this amendment Original agreement expiration date Amended agreement expiration date

$70,840.00 $4,955.00 $75,795.00 $20,600.00 $96,395.00 09/30/2020 01/31/2022

___________________________________________, ____________, 2021 Barr Engineering

___________________________________________, ____________, 2021 CRWD Administrator W:\08 Orgs-Cities-Agencies\Science Museum of MN\Barr Contract\Amendment 2_SMM Reuse Feasibility.docx

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

September 27, 2021 Mr. John Jaschke, Executive Director MN Board of Water & Soil Resources 520 Lafayette Road North St. Paul, MN 55155 RE: Committee

Metro WBI - FY22-23 – As presented to BWSR Grants Program and Policy

Dear Mr. Jaschke: Thank you for this opportunity to provide feedback on the Metro WBI - FY22-23 – As presented to BWSR Grants Program and Policy Committee. Capitol Region Watershed District (CRWD) staff has been directly involved in local Implementation of the two pilot rounds of metro watershed-based implementation funding (WBIF) offered by Board of Water and Soil Resources (BWSR). As BWSR has sought feedback on the structure and delivery of this program from its metro implementation partners through meetings and surveys, CRWD offers the follow comments on the allocation areas, plan eligibility and convene process.

Allocation Area CRWD would recommend that BWSR distribute metro WBIF among either the 33 WMOs with stateapproved comprehensive, multiyear 103B watershed management plans or the approved 1W1P areas in the metro and then the remaining metro WMOs not within an approved 1W1P area. The advantage of utilizing the 1W1P areas is that it provides an incentive for local governments to remain active with that plan and ensures that there is not a financial double-dipping by organizations receiving funds from both the metro allocation and the non- metro allocation. Also, 10% of all funds for the metro allocated to ground water plans seems excessive. BWSR should work with the Clean Water Council to find alternative financial resources for groundwater plans rather than the Metro Watershed Based Implementation Funds.

Plan Eligibility for Project Selection CRWD would strongly recommend utilizing the existing 103B statute and rule and require BWSR to determine if an eligible 103B plan does or does not sufficiently include SWCD projects or activities. If BWSR were to determine that a metro 103B watershed plan does not sufficiently include SWCD projects or activities, then the SWCD should request a plan amendment. If the amendment was not

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.

Mr. John Jaschke September 27, 2021 Page Two

approved, then the SWCD could choose to develop an Enhanced SWCD Plan. However, CRWD would discourage BWSR from developing another metro water planning process for a single, limited funding program. This would be inefficient, especially when there exists a long-standing process to include SWCD work elements in watershed plans. Also, all metro water planning processes, especially new ones, should be developed in statute and/or rule.

Further, SCWDs have already been part of the Technical Advisory Committee (TAC) for the state approved watershed plans that have been developed. The Metro Forum considered “enhanced 103B” type plans for SWCDs only in the instance where a WMO was not implementing projects to avoid duplication from an active watershed organization.

Convene Process CRWD would strongly recommend that the existing Technical Advisory Committees (TAC) be used for the convene process. This assumes the allocation area would be either the 33 WMOs or approved 1W1P areas in the metro and then the remaining metro WMOs not within an approved 1W1P area. The existing TACs already have a strong working relationship from the work on watershed plans, rules and WCA. Using existing TACs would further build and develop those local partnerships.

Thank you for considering CRWDs positions on this matter.

Sincerely,

Mark Doneux, Administrator

cc:

CRWD Board of Managers Kevin Bigalke, Assistant Director Marcey Westrick, Central Region Manager.

Emily Javens, Executive Director, MAWD Administrators of Metro MAWD Members MAWA Executive Committee

W:\08 Orgs-Cities-Agencies\BWSR\WBF\2021 WBIF Policy Development\Jaschke - Metro WBIF 9-27-21.docx

Our mission is to protect, manage and improve the water resources of Capitol Region Watershed District.