HomeMy WebLinkAbout19860818_regular206 MINUTES
OF THF, REGULAR MEETING OF THE
EDINA CITY COUNCIL HELD AT CITY HALL
AUGUST 18, 1986
Answering rollcall were Members Bredesen, Kelly, Richards and Turner. Member
Richards presided as Mayor Pro-Tem.
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AWARD OF BIDS - $4,000,000 GENERAL OBLIGATION TAX 1NC"ENT BONDS, SERIES 1986A9
$2,500,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1986 AND $2,000,000
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1986B.
affidavits showing publication of the Notice of Sale of $4,000,000 General Obli-
gation Tax Increment Bonds, Series 19868, $2,500,000 General Obligation Improve-
ment Bonds, Series 1986 and $2,000,000 General Obligation Tax Increment Bonds,
Series 1986B, of the City in the Edina Sun Current, the official newspaper of the
City, and in Commercial West, as required by law and as.directed by a resolution
of the City Council adopted July 21, 1986. The affidavits were examined, found to
comply with the provisions of Minnesota Statutes, Chapter 475 and directed to be
filed in the office of the City Clerk.
been received by the City prior to 7:OO PM., Central Daylight Time for the purchase
of the Bonds in accordance with the Notice of Sale and Terms and Conditions of Sale.
The bids have been opened, read and tabulated, and the terms of each have been
determined to be as follows:
The City Clerk presented
It was reported that four sealed bids had
Bid For Interest Total Interest Cost-
Name of Bidder Principal , Rates Net Average Rate
First National Bank $8,338,500 1987-4.50% $6,683,150 - 6.8933%
of Minneapolis 1988-4.90
1989-5.20
1990-5.40
1991-5.60
1992-5.80
1993-6 .OO
1994-6.20
1995-6.40
1996-6.60
1997-6.70
1998-6.75
1999-6.80
2000-6.90
2001-7 .OO
2002-7 .OO
2003-7.00
2004-7.00
2005-7 .OO
2006-7 .OO
Smith Barney, Harris $8,343,556 1987-4.50 $6,689,344 - 6.899787%
Upham & Co. 1988-5 .OO
1989-5.25
1990-5.50
1991-5.70
1992-5.90
1993-6.10
1994-6.30
1995-6.45
1996-6.60
1997-6.70
1998-6.80
1999-6.90
2000-7.00
2001-7.05
2002-7.10
2003-7.15
2004-7.20
2005-6.75
2006-6.75
Harris Trust & Savings $8,377,940 1987-4.50 $6,797,610 - 7.0114%
Bank 1988-5 .OO
1989-5.25
1990-5.50
1991-5.70
1992-5.90
1993-6.10
1994-6.30
1995-6.50
1996-6.60
1997-6.70
1998-6.80
8/ 18 186
207 Bid For
Name of Bidder Principal
Harris Trust & Savings
Bank (contd)
The Northern $8,372,500
m I:
cz a
Interest Total Interest Cost-
Rates Net Average Rate
1999-6.90
2000-7 .OO
2001-7.10
2002-7.20
2003-7.25
2004-7.25
2005-7.25
2006-7.25
1987-7.00 $8,169,925 - 8.42%
1988-7.25
1989-7.50
1990-7.75
1991-8 .OO
1992-8.05
1993-8.10
1994-8.15
1996-8.25
199 7-8.25
1998-8.30
-1999-'8.30
2000-8.35
2001-8.35
2002-8.40
2003-8.40
2004-8.40
2005-8.40
2006-8.40
1995-8.20 .
t
Member Bredesen introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $4,000,000 GENERAL
OBLIGATION TAX INCREMENT BONDS, SERIES 19868,
$2,500,000 GENERAL OBLIGATION IMPROVEMENT BONDS,
SERIES 1986 AND $2,000,000 GENERAL OBLIGATION TAX
INCREMENT BONDS, SERIES 1986B; AWARDING THE SALE THEREOF
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the City) as
follows :
1. This Council by a resolution adopted on July 21, 1986, authorized and deter-
mined to issue $4,000,000 General Obligation Tax Increment Bonds, Series 19868,
$2,500,000 General Obligation Improvement Bonds, Series 1986 and $2,000,000
General Obligation Tax Increment Bonds, Series 1986B of the City (together,
the Bonds) and ordered that a public sale of the Bonds be held on this date.
Notice of the public sale of the Bonds was duly given as required by Minnesota
Statutes, Section 475.60. In accordance with the Terms and Conditions of Sale,
four sealed bids were received by the City prior to 7:OO o'clock P.M. on this
date. Those bids have been opened, read and considered by this Conncil'and the
terms of each have now been determined.
2. The bid of First National Bank of Minneapolis, of Minneapolis, MN, and
associates (the Purchaser), for the purchase of the Bonds on the terms set
forth in the Terms and Conditions of Sale, at a price of $8,338,500 plus accrued
interest from the date of the Bonds to the date of delivery thereof, the Bonds
to bear interest at specified rates resulting in a net interest cost (determined
by the addition of any discount to and the deduction of any premium from the total.
interest on all Bonds from their date to their stated maturity) of $6,683,150,
which is the lowest net interest cost of all bids received pursuant to the Notice
of Sale and the Terms and Conditions of Sale and is therefore declared to be the
best bid received, and is hereby accepted. The Mayor and City Manager are hereby
authorized and directed to execute a contract for the sale of the Bonds to the
Purchaser in accordance with the terms of said bid, the Terms and Conditions of
Sale and this resolution.
3.
to the Terms and Conditions of Sale, and shall return the good faith checks of
the unsuccessful bidders forthwith.
4. The Official Statement relating to the Bonds, prepared by the City, is
approved, and its distribution to prospective bidders for the Bonds ratified.
The City Manager is authorized, in behalf of the City, to sign and deliver to
The City Manager shall retain the good faith check of the Purchaser, pursuant I
the Purchaser a certificate as to the accuracy andFmplet ness of t e
Statement. t-
Attest: Mayor Pro-Tem
i ial
City Clerk
8/18/86
288
.r The motion for the adoption of the foregoing resolution was duly seconded by
Member Kelly, 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 and was signed
by the Mayor and attested by the City Clerk.
Member Turner then introduced the following resolution and moved its adoption:
Bredesen, Kelly, Turner, Richards
None
RESOLUTION RELATING TO $4,000,000 GENERAL OBLIGATION TAX INCREMENT
BONDS, SERIES 19868; FIXING THE FORM AND DETAILS, PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the City),
as follows:
Section 1. Authorization and Sale.
1.01. Authorization. Pursuant to the provisions of Minnesota Statutes,
Sections 273.77(a) and 462.581 and Biinnesota Statutes, Chapter 475, the City
Council of the City has authorized the issuance and sale of its General Obligation
Tax Increment Bonds, Series 19868 (the Bonds) in the principal amount of $4,000,000
for the purpose of providing funds for the payment of the public redevelopment
costs needed for a redevelopment project (the Project), to be undertaken in accord-
ance with the Southeast Edina Redevelopment Plan, previously established by the
Housing and Redevelopment Authority in and for the City of Edina (the Authority)
and approved.by the City.
interest as provided in Minnesota Statutes, Section 475.56.
the Bonds the Authority has agreed to segregate and to pledge and appropriate
tax increments resulting from redevelopment of a project area, designated as the
Southeast Edina Project Area (the Project Area), as certified by the County Auditor
of Hennepin County from year to year, pursuant to Minnesota Statutes, Section
462.585, Subdivision 4.
Tax Increment Bonds, dated October 1, 1981 in the principal amount of $4,500,000
(the 1981 Bonds) pursuant to a resolution duly adopted on October 5, 1981 (the
1981 Bonds Resolution) and its $12,000,000 General Obligation Tax Increment Bonds,
Series 1985, dated September 1, 1985 (the 1985 Bonds) pursuant to a resolution
adopted on August 19, 1985 (the 1985 Bond Resolution). The 1981 Bonds and 1985
. Bonds are general obligations of the City payable primarily from tax increments
derived from the Project Area and are issued pursuant to the provisions of Minn-
esota Statutes, Section 273.77. Pursuant to Section 4.04 of the 1981 Bond Resolu-
tion the City reserved the right to issue additional bonds payable from the 1981
General Obligation Tax Increment Bond Fund (the Bond Funa) established pursuant to
'Section 4.02 of the 1981 Bond Resolution to finance costs of the project to be
undertaken by the City within the Project Area pursuant to the Plan.
.- $78,000 of the,principal amount of the Bonds represents
For the payment of
1.02. Outstanding Bonds. The City has previously issued its General Obligation
.
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1.03. Project Costs.
1.04.
The cost of the Project is estimated to be $4,000,000.
Sale. This Council, by resolution adopted on August 18, 1986 accepted the
bid of First National Bank of Minneapolis, of Minneapolis, Minnesota, and
associates (the Purchaser), to purchase the Bonds at a price of $3,924,014.70 plus
accrued interest from the date of the Bonds to the date of delivery thereof, the
Bonds to bear interest from August 1, 1986 until paid at the rates specified by the
Purchaser and upon the further terms and conditions set forth in the Terms and
Conditions of Sale.
All acts, conditions and things which are required by
the Constitution and laws of the State of Minnesota to be done, to exist, to happen
and to be performed prior to the issuance of the Bonds having been done, existing,
and having happened, it is now necessary for this Council to establish the form
and terms of the Bonds, to provide for the security thereof,.and to issue the Bonds
forthwith .
1.05. Issuance of Bonds.
SecCion 2. Form of Bonds. .
2.01. Form of Bonds. The Bonds shall be prepared in substantially the following
f om:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1986A
Date of
Rate Maturity Orisinal Issue CUSIP
August -18 1986 SEE REVERSE .
FOR CERTAIN
DEFINITIONS
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
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209
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THE CITY OF EDINA, Hennepin County, Minnesota (the
City), acknowledges itself to be indebted and, for value
received, hereby promises to pay to the registered owner above
named, the principal amount indicated above, on the maturity
date specified above, with interest thereon from the date
hereof at the annual rate specified above, payable on
February 1 and August 1 in each year, commencing February I,
' 1987, 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, all subject
to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. 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 of First Trust Company,
InC., in St. Paul, Minnesota, as Bond Registrar, Transfer Agent
and Paying Agent (the Bond Registrar), or its successor designated under the Resolution described herein.
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth hereon.
any purpose or be entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by manual signature of
one of its authorized representatives.
Additional provisions of this Bond are contained on
This Bond shall not be valid or become obligatory for
IN WITNESS WHEREOF, the City.of Edina, Hennepin County, State of Minnesota, by its City Council, has caused
this Bond to be executed by the facsimile signatures Of the
Mayor and the City Manager and by a printed facsimile of the
official seal of the City and has caused this Bond to be dated as of the date set forth below.
Dated:
(Facsimile Signature)
City Manager
(Facsimile Signature) Mayor
(Facsimile Seal)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the
Resolution mentioned within.
First Trust Company, Inc.,
as Bond Registrar
BY Authorized Representative
[Reverse of the Bonds]
. This Bond is one of an issue.in the aggregate
principal amount of $4,000,000 (the Bonds), all of like date
and tenor except as to serial number, interest rate, redemption
privilege and maturity date, issued pursuant to a resolution
adopted on August 18, 1986 (the Resolution) for the purpose of
providing moneys in aid of a redevelopment project to be
undertaken in accordance with the Southeast Edina Redevelopment . Plan, in anticipation of the collection of tax increment
resulting from the redevelopment of the Project Area, as
certified annually by the County Auditor of Hennepin County,
pursuant to Minnesota.Statutes, Section 462.585, Subdivision 4;
and is issued pursuant to and in full conformity with the
provisions of the Constitution and laws of the State of
Minnesota thereunto enabling, including Minnesota Statutes, -_
Section 462.581, Section 462.585, Section 273.77(a) and
Chapter 475. This Bond is payable primarily from a portion of
the moneys in the "1981 General Obligation Tax Increment Bond
Fund" (the Bond Fund) of the City, but the City is required by
law to pay maturing principal hereof and interest hereon from
any available funds of the City if moneys on hand in the Bond Fund pledged to the payment of the Bonds are insufficient
therefor. The Bonds are issuable only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of
single maturities.
payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates
in the years 1996 through 2006 are each subject to redemption
and prepayment, at the option of the City and in whole or in
part, and if in part in inverse order of maturities and by lot,
assigned in proportion to their principal amount, within any
maturity, on February l', 1996 and on any interest payment date .
thereafter, at a price equal to the principal amount thereof to
be redeemed plus interest accrued to the date of redemption.
At least thirty days prior to the date set for redemption of
any Bond, notice of the call for redemption will be published
in a daily or weekly periodical, published in a Minnesota city of the first class or its metropolitan area, which circulates
throughout the state and furnishes financial news as a part of
its service, and will be mailed to the Bond Registrar and to
Bonds maturing in the years 1989 through 1995 are i
8/18/86
210
the registered owner of each Bond to be redeemed at his address
appearing in the Bond Register, but no defect in or failure to
give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond.
redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the
Upon partial
.remaining principal amount outstanding.
As provided in the Resolution and subject to certain
limitations set forth therein, this Bond is transferable upon
the books of the City at the principal office of the Bond
Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to
the Bond Registrar, duly executed by the registered Owner Or
his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or Bonds to be issued
in the name of the transferee or registered owner, of the same
aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any
tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
person in whose name this Bond is registered as the absolute
owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and
neither the City nor the Bond Registrar.'shall be affected by any notice to the contrary.
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 precedent to and in the
issuance of this Bond in order to make it a valid and binding
general obligation of the City according to its terms have been
done, do exist, have happened and have been performed in
regular and due form, time and manner; that all taxable
property within the City is subject to the levy of a direct,
annual. ad valorem tax,. which the City covenants it will levy
and which is required to be extended, assessed and collected ' for the years and in such amounts as may be required to pay the
principal of and interest on the Bonds of this issue when due,
which levy is not limited as to rate or amount; and that the
issuance of this Bond did not cause the indebtedness of the
City to exceed any constitutional or statutory limitation.
The City and the Bond Registrar may deem and treat the
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IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
The following abbreviations, when used in the
inscription on'the face of this Bond, shall be construed as
though they were written out in full according to the
applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT.....Custodian.......
in common ' (Cust) (Minor )
TEN ENT -- as tenants
JT TEN --
by the entireties
under Uniform Gifts to
as joint tenants Minors
with right of
survivorship and Act......................
not as tenants in (State)
common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto I
the within Bond and all rights thereunder, and hereby
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this
OF ASSIGNEE: assignment must correspond with
the name as it appears upon the
. irrevocably constitutes and appoints
face of the within Bond in every
or any change whatsoever.
1 / particular, without alteration
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Signature(s) must be guaranteed by a commercial bank
or trust company or by a brokerage firm having a membership in one of the major stock exchanges.
8/18/86
211
2.02 Form of Certificate. A certificate in substantially the following form
Shall appear on the reverse side of each Bond, following a-copy o,f,the text of
the legal opinion of.Bond Counsel:
opinion rendered by Bond Counsel on the issue of the Bonds of the City of Edina
which includes the within Bond, dated as of the date of delivery of and
payment for the Bonds.
We certify that the above is a full, true and correct copy of the legal
(Facsimile signature) (Facsimile signature)
City Manager Mayor
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The City shall
forthwith issue and deliver the Bonds;which shall be denominated "General
Obligation Tax Increment Bonds, Series 19868" and shall be payable primarily
from the Bond Fund created in Section 4.02 hereof. The Bonds shall be issuable
in the denomination of $5,000 each or any integral multiple thereof, shall mature
on February 1 in the years and amounts set forth below, and Bonds maturing in
such years and amounts shall bear interest from date of issue until paid or duly
called for redemption at the rates per annum shown opposite such years and
amounts as follows:
Year Amount Rate Year Amount Rate
1989 $ 50,000 5.20% 1998 $200 , 000 6.75%
1990 50 , 000 5.40 1999 ' 200 , 000 6.80
1991 50 , 000 5.60 2000 200,000 6.90
1992 100 , 000 5.80 ' 2001 250 , 000 7 .OO
1993 100 , 000 6 .OO 2002 250 , 000 7 .OO
1994 100 , 000 6.20 2003 250,000 7 .OO
1995 150 , 000 6.40 2004 550 , 000 7 .OO
1996 150 , 000 6.60 2005 600 000 7 .OO
1997 150 , 000 6.70 2006 600 , 000 7 .OO
The Bonds shall be issuable only in fully registered form. The interest thereon
and, upon surrender of each Bond, the principal amount thereof, shall be payable
by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Each Bond shall 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 such Bond shall be dated as of the
date of authentication, or (ii) the date of authentication is prior to February 1,
1987 in which case such-Bond shall be dated as of August 1, 1986.
on the Bonds shall be payable on February 1 and August 1 in each year, commencing
February 1, 1987, to the owner of record thereof as of the close of business .
on the fifteenth day of the immediately preceding month, whether or not such day
is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Registrar). The effect 'of
registration and the rights and duties of the City and the Registrar with respect
thereto shall be as follows:
office a bond register in which the Registrar shall provide for the registration
of ownership of Bonds and the registration of transfers and exchanges of Bonds
entitled to be registered, transferred or exchanged.
Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer,
in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing,
the Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of a like aggregate principal
amount and maturity, as requested by the transferor. The Registrar may, however,
close the books for registration of any transfer after the fifteenth day of the
month preceding each interest payment date and until such interest payment date.
owner for exchange, the Registrar shall 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 duly authorized in writing.
be promptly cancelled by the Registrar and thereafter disposed of as directed
by the City.
Registrar for transfer, the Registrar may refuse to transfer the same until it
is satisfied that the endorsement on such Bond or separate instrument of transfer
is legally authorized. The Registrar shall incur no liability for its refusal,
in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
in whose name any Bond is at any time registered in the bond register as the
The interest
(a) Register. The Registrar shall keep at its principal corporate trust
(b) Transfer of Bonds.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
(f) Persons Deemed Owners. The City and the Registrar may treat the person
,
8/18/86
212 -
absolute owner of such Bond, whether such Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and interest
on such Bond and for all other purposes, and all such payments so made to any
such registered owner or upon the owner's order shall be valid and effectural
to satisfy and discharge the liability of the City upon such Bond to the extent
of the sum or sums so paid.
Registrar may impose a charge upon the owner thereof sufficient to reimburse
the Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated 017- be lost, stolen or destroyed, the Registrar shall deliver a new
Bond of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Bond or in lieu of and in sub-
stitution for any such Bond lost, stolen or destroyed, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and,
in the case of a Bond lost, stolen or destroyed, upon filing with the Registrar
of evidence satisfactory to it that such Bond was lost, stolen or destroyed,
and of the ownership thereof, and upon furnishing to the Registrar of an appro-
priate bond or indemnity in form, substance and amount satisfactory to it, in.
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such
cancellation shall be given to the City. Ifqthe mutilated, lost, stolen or;
destroyed Bond has already matured or bee6 called for redemption in accordance
with its terms, it shall not be necessary to issue a new Bond prior to payment.
. 3.04. Appointment of Initial Registrar. The City hereby appoints First Trust
Company, Inc., as the initial Registrar. The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a contract with First
Trust Company, Inc., as 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, such corporation shall be authorized
to act as successor Registrar.
customary charges of the Registrar for the services performed.
the right to remove any Registrar upon thirty (30) days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar
shall deliver all cash and Bonds in its possession to the successor Registrar
and shall deliver the bond register to the successor Registrar. On or before
each principal or interest due date, without further order of this Council, the
City Manager shall transmibto the Registrar from the Bond Fund described in
Section 4.02 hereof, moneys sufficient for the payment of all principal and
interest then due.
Bonds maturing in the years 1989 through 1995 shall not
be subject to redemption prior to maturity, but Bonds maturing in the years
1996 through 2006 shall each be subject to redemption and prepayment, at the
option of the City, in whole or in part, and if in part, in inverse order of
maturities and, within any maturity, in $5,000 principal amounts selected by
the Registrar by lot, on February 1, 1996 and on any interest payment date
thereafter at a price equal to the principal amount thereof to be redeemed
plus interest accrued to the date of redemption.
to the date set for redemption of any Bond, the City Manager shall cause notice
of the call for redemption to be published in a daily or weekly periodical
published in a Minnesota city of the first class or its metropolitan area,
which circulates throughout the state and furnishes financial news as a part
of its service, and to be mailed to the Registrar and to the registered owner
of each Bond to be redeemed, but no defect in or failure to give such mailed
notice of redemption shall affect the validity of'proceedings for the redemption
of any Bond not affected by such defect or failure.
The Bonds shall be prepared under the
direction of the City Manager and the City Finance Director-Treasurer and shall
be executed on behalf of the City by the signatures of the Mayor and the City
Manager, and shall be sealed with the official corporate seal of the City;
provided that said signatures and the corporate seal may be printed, engraved,
or.lithographed facsimiles thereof.
a facsimile of whose signature, shall appear.on the Bonds shall cease to be such
officer before the delivery of any Bond, such signature or facsimile shall
nevertheless be valid and sufficient for all purposes, the same as if such
officer had remained in office until delivery.
no Bond shall be valid or obiigatory for any purpose or entitled to any
security or benefit under this resolution unless and until a certificate of
authentication on such Bond has been duly executed by the manual signature of
an authorized representative of the Registrar.
on different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond shall be conclusive evidence that it
has been authenticated and delivered under this resolution. When the Bonds
have been so executed and authenticated, they shall be delivered by the City
(g) Taxes, Fees and Charges. For 'every transfer or exchange of Bonds, the
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The City agrees to pay the reasonable and
The City reserves
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3.05. Redemption.
At least thirty days prior
3.06 Preparation and Delivery.
I In case any officer whose signature, or
Notwithstanding such execution,
Certificates of authentication
8 118 I86
213
m I: m a
Manager to the purchaser thereof upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the purchaser shall
not be obligated to see to the application of the purchase price.
Section 4. Security Provisions.
4.01. Construction Fund. A Construction Fund is hereby created, as a special
fund and designated on the books of the City as the "Southeast Edina Redevelop-
ment Area Construction Fund" (the Construction Fund), to be held and admini-
stered by the City Finance Director-Treasurer separate and apart from all other
funds of the City. The City hereby appropriates to the Construction Fund all
of the proceeds received from the sale of the Bonds, less the amount to be
deposited in the Bond Fund, as hereinafter defined, pursuant to Section 4.02
hereof.
used solely to pay public redevelopment costs in connection with the Project as
set forth in the Plan, as amended. Any amounts remaining in the Construction
Fund upon completion of the Project and payment of all of the costs thereof
shall be transferred to the Bond Fund.
The principal and interest on the Bonds shall be payable
from the Bond Fund. So long as any of the 1981 Bonds, the 1985 Bonds, the
Bonds, or any additional bonds issued pursuant to Section 4.04 of the 1981 Bond
Resolution and made payable from the Bond Fund, are outstanding and any principal
thereof or interest thereon unpaid, the City Finance Director-Treasurer shall
maintain the Bond Fund as a separate and special account to be used for the
payment of the principal of, premium, if any,'and interest on the 1981 Bonds,
the 1985 Bonds, the Bonds and any additional bonds issued pursuant to Section
4.04 of the 1981 Bond Resolution and made payable from the Bond Fund.
City hereby irrevocably appropriates to the Bond Fund (a) the proceeds of the
Bonds representing capitalized interest, (b) the accrued interest and any
amount in excess of $3,922,000 bid for the Bonds and received from the Purchaser
upon delivery of the Bonds, and (c) any other moneys appropriated or pledged by
the terms of this Resolution to the Bond Fund.
power of the City are hereby irrevocably pledged for the prompt and full
payment of the principal of and interest on the Bonds and on all other bonds
made payable from the Bond Fund, as such principal and interest become due.
It is estimated that the tax increment revenue and other funds herein pledged
for the payment of the Bonds will be collected in amounts not less than five
percent in excess of the amounts needed to meet when due the principal of and
interest on the 1981 Bonds, the 1985 Bonds and the Bonds as required by Minne-
sota Statutes, Section 475.61. Consequently, no ad valorem taxes are now
levied to pay the Bonds 'or the interest to come due thereon, pursuant to
Minnesota Statutes, Section 273.77(a).
should at any time be insufficient to pay principal and interest due on all
bonds payable therefrom, such amounts may be paid from any other fund of the
City and such other fund shall be reimbursed therefor when sufficient moneys
are available in the Bond Fund.
balance in the Bond Fund plus the amount of tax increment revenue collectible
through the end of the following calendar year is not sufficient to pay when
due all principal and interest to become due on all bonds payable therefrom in
the following calendar year, or the Bond Fund has incurred a deficiency in
the manner provided in this Section 4.03, a direct, irrepealable, ad valorem
tax shall be levied on all taxable property within the corporate limits of the
City for the purpose of restoring such accumulated or anticipated deficiency
in accordance with the provisions of this Resolution.
When all of the Bonds have been discharged as
provided in this Section 5, all pledges, covenants and other rights granted
by this Resolution to the holders of the Bonds shall cease. The City may
discharge its obligations with respect to any Bonds which are due on any date
by irrevocably depositing with the paying agent on or before that date a sum
sufficient for the payment thereof in full; or, if any Bond should not be paid
when due, it may nevertheless be discharged by depositing with the paying agent
a sum sufficient for the payment thereof in full with interest accrued to
the date of such deposit.
obligations with respect to any Bonds, subject to the provisions of law now
or hereafter authorizing and regulating such action, by depositing irrevocably
in escrow, with a bank qualified by law as an escrow agent for this purpose,
cash or securities which are general obligations of the United States or
securities of United States agencies which are authorized by law to be so
deposited, bearing interest payable at such time and at such rates and maturing
on such dates as shall be required, without reinvestment, to pay all principal
and interest to become due thereon to maturity.
Moneys on hand in the Construction Fund from time to time shall be
4.02. Bond Fund.
The
4.03. Full Faith and Credit Pledged. The full faith and credit and taxing
If the money on hand in the Bond Fund
If on October 1 in any year the sum of the
Section 5. Defeasance.
The City may also at any time discharge its
Section 6. Registration, Certification of Proceedings, Investment of
Moneys and Arbitrage.
6.01. Registration. The City Clerk is hereby authorized and directed to file
~~ a certified copy of this resolution with the County Auditor of Hennepin County,
together with such other information as he shall require, and to obtain from
said County Auditor a certificate that the Bonds have been entered on his bond
8/18/86
214
register as required by law.
Auditor of Hennepin County are hereby authorized and directed to prepare and
furnish to the Purchaser and to Dorsey & Whitney, Bond Counsel, certified copies
of all proceedings and records of the City, and such other affidavits, certifi-
cates and information as may be required to show the facts relating to the
legality and marketability of the Bonds as the same appear from the books and
records under their custody and control or as otherwise known to them, and all
such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the facts recited
therein.
6.03.
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 1954, as
amended (the Code), and the Treasury Regulations promulgated thereunder (the
Regulations) as existing on the date of issuance of the Bonds, and covenants to
take any and all actions within its powers to ensure that the interest on the
Bonds will not become subject to taxation under the Code and the Regulations as
existing on the date of issuance of the Bonds.
that it shall not take any action or exercise any remedies pursuant to any re-
development agreement or other agreement with respect to any property in the
District, if the effect thereof would be, in-the opinion of the City's bond
counsel, to cause the Bonds to be conside9ed "industrial development bonds" or
6.02. Certification of Proceedings. The officers of the City and the County
I Covenant. The City covenants and agrees with the holders from time to
In particular, the City covenants
consumer loan bonds" pursuant to the Code. 11
6.04. Arbitrage. The Mayor and City Manager, being the officers of the City
charged with the*responsibility for issuing'the Bonds pursuant to this resolution,
are authorized and directed to execute and deliver to the Purchaser a certificate
in accordance with the provisions of Section 103(c) of the Code, and Treasury
Regulations, Sections 1.103-13, lL03-14 and 1.103-15, stating the facts, estimates
and circumstances in existence on the date of issue and delivery of the Bonds
which make it reasonable to expect that the proceeds of the Bonds will not be
used in a manner that would cause the Bonds to be arbitrage bonds within the
meaning of the Code and Regulations.
. 7.01. Tax Reform Bill. This Council understands that on December 17, 1985,
the United States House of Representatives passed H.R. 3838 (the Tax Reform Bill),
which, among other things, includes substantial additional requirements which
must be satisfied by the issuers of municipal obligations (including obligations
of the character of the Bonds) in order that the interest on such obligations be
and remain exempt from federal income taxation. In their current form, the pro-
visions of the Tax Reform Bill apply to municipal obligations issued after
December 31, 1985. On March 14, 1986, the Chairmen and Ranking Members of the
U.S. House of Representatives Committee bn Ways and Means and the U.S. Senate
Committee on Finance and the Secretary of Treasury issued a Joint Statement' on
the Effective Dates of Pending Tax Reform Legislation (the Joint Statement).
Joint Statement endorses postponement (until September 1, 1986, or the date of
enactment of tax reform legislation, whichever is earlier) of the effective date
of certain provisions and restrictions of the Tax Reform Bill applicable to
certain municipal obligations, including the Bonds. Such provisions and restrict-
ions of the Tax Ref orm Bill include the definition of "aonessential function"
bonds, new arbitrage restrictions, restrictions on the early issuance of bonds
and information reporting requirements. The Joint Statement is a statement of
intent only and is not binding on Congress.
appears to have accepted an issue of municipal obligations where the issuer
has not covenanted to comply with those provisions of the Tax Reform Bill covered
by the Joint Statement. To enhance the marketability of the Bonds, this Council
has determined it to be necessary and desirable and in the best interests of the
City to structure the Bonds and the application of the proceeds thereof in a
manner so as to comply with the requirements of the Tax Reform Bill interpreted
in accordance with the Joint Statement and, to use the best efforts of the City
to comply, if possible, with the requirements of the Tax Reform Bill as finally
enacted, assuming that, as finally enacted, it would apply to the Bonds.
7.02. Covenants; Reliance on Joint Statement. The City covenants and agrees
with the owners from time to time of the Bonds that it will take, and will cause
its officers, employees or agents to take, all actions necessary to comply with
the Tax Reform Bill, and that it will not take or permit to be taken by any of
its officers, employees or agents any actions that would cause interest on the
Bonds to become subject to federal income taxation under the Tax Reform Bill,
until the Tax Reform Bill is enacted or the 99th Congress adjourns sine die
without enactment of the Tax Reform Bill. In addition, the City covenants and
agrees with the owners from time to time of the Bonds that if the Tax Reform
Bill is enacted and its provisions are applicable to the Bonds, that the City,
to the extent it is authorized by law, will use its best efforts to take, and to
cause its officers, employees and agents to take, all actions necessary to comply
Section 7. Pending Federal Tax Legislation. I
The
The municipal bond market, however,
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215
wit., the Tax Reform B 11 as enacted, and that it will not take or perm,; to -e
taken by any of its officers, employees or agents any action which would cause
interest on the Bonds to become subject to federal income taxation under the
provisions of the Tax Reform Bill as enacted. In reliance on the Joint State-
ment, however, the covenants of the City contained in this Section 7.02 to
comply with the Tax Reform Bill as passed by the U.S. House of Representatives
or as finally enacted do not include compliance with those provisions of the
Tax Reform Bill the effective dates of which are postponed by the Joint State-
ment. The City covenants that if, notwithstanding the Joint Statement, such
provisions are applicable to the Bonds, the City will use its best efforts to
comply, to the extent then possible, with such provisions, but no assurance
can be given that such compliance would then be possible.
as "qualified tax-exempt obligations" for purposes of Section 802(e) of the
Tax Reform Bill relating to the disallowance of interest expenses for financial
institutions.
modify the provisions of Section 7.02, if and to the extent that the City receives
an opinion of nationally recognized bond counsel that such amendment or modifi-
cation will not adversely affect the exemption from federal income taxation of
7.03. Proposed Interest Disallowance. The City hereby designates the Bonds
7.04. Amendment of Resolution. The City reserves the right to amend or
the interest on the Bonds under then exis
Reform Bill.
t
ATTEST : Mayor Pro-Tern
The motion for adoption of the foregoing resolution was duly seconded by Member
Kelly, and upon vote being taken thereon, the following 'voted in favor thereof:
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted, and was signed
by the Mayor, which signature was attested by the City Clerk.
Member Turner introduced the following resolution and moved its adoption:
Bredesen, Kelly, Richards, Turner
RESOLUTION RELATING TO $2,500,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 1986; FIXING THE FORM AND DETAILS, PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, as follows:
Section 1. Recitals.
1.01. Authorization. This Council has heretofore ordered various local
improvement projects (the Improvements), to be constructed within the City under
and pursuant to Minnesota Statutes, Chapter 429. The present estimated total
cost of the Improvements not paid or to be paid from funds of the City avail-
able for such purpose is $2,500,000.
1.02. Sale. Pursuant to a resolution adopted July 21, 1986 (the Resolution),
this Council determined to issue and sell $2,500,000 principal amount of General
Obligation Improvement Bonds, Series 1986, of the City (the Bonds) to defray
the expense incurred and estimated to be incurred by the City in making the
Improvements, including every item of cost of the kinds authorized in Minnesota
Statutes, Section 475.65, and $49,000 representing interest as provided in
Minnesota Statutes, Section 475.56. Pursuant to the Resolution, a public sale
of the Bonds was held on August 18, 1986 and this Council, by resolution adopted
on that date, accepted the bid of First National Bank of Minneapolis, of
Minneapolis, Minnesota, and associates (the Purchaser), to purchase the Bonds
at a price of $2,452,519.60 plus accrued interest from the date of the Bonds
to the date of delivery thereof, the Bonds to bear interest from August 1, 1986
until paid at the rates specified by the Purchaser and upon the further terms
and conditions set forth in the Terms and Conditions of Sale.
1.03. Issuance of Bonds. 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 prior to the issuance of the Bonds have been done, do
exist, have happened, and have been performed, wherefore it is now necessary
for this Council to establish the form and terms of the Bonds, to provide for
the security thereof, and to issue the Bonds forthwith.
of the Bonds, as set forth in Section 3.01 hereof, are warranted by the
anticipated collection of the assessments to be levied for the cost of the
Improvements.
1.04. Maturities. This Council finds and determines that the maturities
Section 2. Form of Bonds.
2.01. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
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216
[Face of Bondsl
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CC"lY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION
IMPROVEMENT BOND, SERIES 1986
Date of
Maturity ' Oriqinal Issue
August 1, 1986
I Rate -
REGISTERED
OWNER :
PRINCIPAL AMOUNT :
CUSIP
SEE REVERSE
FOR CERTAIN DEFINITIONS
DOLLARS
THE CITY OF EDINA, Hennepin County, Minnesota (the
City), acknowledges itself to be indebted and, for value
received, hereby promises to pay to the registered owner above
named, the principal amount indicated above, on the maturity
date specified above, with interest thereon from the date
hereof at the annual rate specified'above, payable on
February 1 and August 1 in each year, commencing February 1,
1987, 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, all subject
to the provisions referred to herein with respect to the
redemption of the principal of this Bond before maturity. 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 of First Trust Company,
Inc., in St. Paul, Minnesota, as Bond Registrar, Transfer Agent
and Paying Agent (the Bond Registrar), or its successor
designated under the Resolution described herein.
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth hereon.
Additional provisions of this Bond are contained on
This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the Resolution Until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by manual signature of one of its authorized representatives.
County, State of Minnesota, by its City Council, has caused
this Bond to be executed by the facsimile signatures of the Mayor and the City Manager and by a printed facsimile of the
official seal of the City and'has caused this Bond to be dated
as of the date set forth below.
Dated:
IN WITNESS WHEREOF, the City of Edina, Hennepin
,.
(Facsimile Signature)
Mayor
(Facsimile Signature)
City Manager
(Facsimile Seal)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
FIRST TRUST COMPANY, INC.,
as Bond Registrar
BY Authorized Representative
[Reverse of the Bondsl
This Bond is one of an issue in the aggregate principal amount of $2,500,000 (the Bonds), all of like date
and tenor except as to serial number, interest rate, redemption
privilege and maturity date, issued to pay the cost of construction of local improvements in the City (the
Improvements), and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State
of Minnesota thereunto enabling, including Minnesota Statutes,
Chapters 429 and 475. This Bond is payable primarily from the
1986 Improvement Bond Fund (the Fund) of the City, but the City
is required by law to pay maturing principal hereof and interest thereon out of any funds in the treasury if moneys on
hand in the Fund are insufficient therefor. The Bonds are
issuable only as fully registered bonds, in denominations of
$5,000 or any integral multiple thereof, of single maturities.
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The Bonds maturing in the years 1987 through 1995 are
payable on their respective Stated maturity dates without option of prior Payment, but Bonds having stated maturity dates in 1996 are each subject to redemption and prepayment, at the
option of the City and in whole or in part, and if in part by
lot, assigned in proportion to their principal amount on
February 1, 1996, at a price equal to the principal amount to
be redeemed plus interest accrued to the date of redemption.
At least thirty days prior to the date set for redemption of
any Bond, notice of the call for redemption will be published
in a daily or weekly periodical, published in a Minnesota city
of the first class or its metropolitan area, which circulates
throughout the state and furnishes financial news as a part of
its service, and will be mailed to the Bond Registrar and to
the registered owner of each Bond to be redeemed at his address
appearing in the Bond Register, but no defect in or failure to
give such mailed notice of redemption shall affect the validity
of proceedings for the redemption of any Bond. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered
to the registered owner without charge, representing the remaining pzincipal amount Outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon
the books of the City at the principal office of the Bond
Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to
the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surren'dered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or Bonds to be issued
in the name of the transferee or registered owner, of the same
aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any
tax, fee or governmental charge'required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the
person in whose name this Bond is registered as the absolute
owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and
neither the City nor the Bond Registrar shall 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 precedent to and in the
issuance of this Bond in order to make it a valid and binding general obligation of the City according to its terms have been
done, do exist, have happened and have been performed as so
required; that prior to the issuance hereof the City has levied
or agreed to levy special assessments on property specially
benefited by the Improvements and ad valorem taxes on all
taxable property within the City, collectible in the years and
amounts required to produce sums not less than 5% in excess-of
the principal of ana interest on the Bonds as such principal
and interest respectively become due, and has appropriated the same to the Fund in the manner specified-in Minnesota Statutes,
Section 429.091, Subdivision 4; that, to take care of any ' .
accumulated or anticipated deficiency in the Fund, additional ad valorem taxes are required by law to be levied upon all
taxable property in the City without'limitation as to rate or
amount; and that the issuance of this Bond does not cause the
indebtedness of the City to exceed any constitutional or statutory limitation.
The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as
though they were written out in full according to the
applicable laws or regulations:
TEN' COM -- as tenants UNIF GIFT MIN ACT.....Custodian .....
in common (Cust) (Minor)
TEN ENT -- as tenants
' by the entireties
JT TEN -- as joint tenants
with right of survivorship and
not as tenants in
common
under Uniform Gifts to Minors
Act............. ......... (State)
Additional abbreviations may also be used.
218
8 118 1 86
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto I
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated:
OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this .
OF ASSIGNEE:
PLEASE INSERT SOCIAL SECURITY
assignment must correspond with
the name as it amears upon the
face of the within Bond in every
or any change whatsoever.
/ / particular, without alteration
Signature(s) must be guaranteed by a commercial bank
or trust company or by a brokerage firm having a membership in
one of the major stock exchanges.
2.02. Form of Certificate.
shall appear on the reverse side of each Bond, following a copy of the text
of the legal opinion of Bond Counsel:
rendered by Bond Counsel on the issue of Bonds'of the City of Edina which
includes the within Bond, dated as of the date of delivery of and payment for
the Bonds.
(Facsimile signature) (Facsimile signature)
A certificate in substantially the following form
-.
We certify that the above is a full, true"and correct copy of the legal opinion
City Manager Mayor
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The City shall
forthwith issue and deliver the Bonds, which shall be denominated "General Obliga-
tion Improvement Bonds, Series 1986" and shall be payable primarily from the
1986 Improvement Bond' Fund created in Section 4.02 hereof.
issuable in the denomination of $5,000 each or any integral multiple thereof,
shall mature on August 1 in the years and aqounts set forth below, and Bonds
maturing in such years and amounts shall bear interest from date of issue until
paid or duly called for redemption at the rates per annum shown opposite such
years and amounts as follqws:
The Bonds shall be
I
Year Amount Rate Year Amount Rate
1987 $250,000 4.50% ' 1992 $250,000 5.80%
4988 250 , 000 4.90 1993 250 , 000 6 .OO
1989 250 , 000 5.20 1994 250 , 000 6.20
1990 250 , 000 5.40 1995 250 , 000 6.40
1991 250 , 000 5.60 1996 250,000 6.60
The Bonds shall be issuable only in fully registered form. The interest thereon
and, upon surrender of each Bond, the principal amount thereof, shall be payable
by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Each Bond shall 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 such Bond shall be dated as of the date
of authentication, or (ii) the date of authentication.is prior to February 1, 1987
in which case such Bond shall be dated as of August 1, 1986. The interest on the
Bonds shall be payable on February 1 and August 1 in each year, commencing
February 1, 1987, to the owner of record.thereof as of the close of business on
the fifteenth day of the immediately preceding month, whether or not such day
is a business day.
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I 3.03. Registration. The City shall appoint, and shall maintain, a bond
The effect of registrar, transfer agent and paying agent (the Registrar).
registration and the rights and duties of the City and the Registrar with respect
thereto shall be as follows:
office a bond register in which the Registrar shall provide for the registration
of ownership of Bonds and the registration of transfers and exchanges of Bonds
entitled to be registered, transferred or exchanged.
(a) Register. The Registrar shall keep at its principal corporate trust
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer,
in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing,
the Registrar shall 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.
close the books for registration of any transfer after the fifteenth day of the
month preceding each interest payment date and until such interest payment date.
The Registrar may, however,
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219
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall 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 duly authorized in writing.
be promptly cancelled by the Registrar and thereafter disposed of as directed
by the City.
Registrar for transfer, the Registrar may refuse to transfer the same until it
is satisfied that the endorsement on such Bond or separate instrument of transfer
is legally authorized. The Registrar shall incur no liability for its refusal,
in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the bond register as the
absolute owner of such Bond, whether such Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and interest
on such Bond and for all other purposes, and all such payments so made to any
such registered owner or upon the owner's order shall be valid and effectural
to satisfy and discharge the liability of the City upon such Bond to the extent
of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse
the Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or- be lost, stolen or destroyed, the Registrar shall deliver a new
Bond of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Bond or in lieu of and in sub-
stitution for any such Bond lost, stolen or destroyed, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and,
in the case of a Bond lost, stolen or destroyed, upon filing with the Registrar
of evidence satisfactory to it that such Bond was lost, stolen or destroyed,
and of the ownership thereof, and upon furnishing to the Registrar of an appro-
priate bond or indemnity in form, substance and amount satisfactory to it, in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such
cancellation shall be given to the City. If the mutilated, lost, stolen or:
destroyed Bond has already matured or been called for redemption in accordance
with its terms, it shall not be necessary to issue a new Bond prior to payment.
Company, Inc., as the initial Registrar. The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a contract with First
Trust Company, Inc., as 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, such corporation shall be authorized
to act as successor Registrar.
customary charges of the Registrar for the services performed.
the right to remove any Registrar upon thirty (30) days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar
shall deliver all cash and Bonds in its possession to the successor Registrar
and shall deliver the bond register to the successor Registrar. On or before
each principal or interest due date, without further order of this Council, the
City Manager shall transmit to the Registrar from the1986 Improvement Bond Fund
described in Section 4.02 hereof, moneys sufficient for the payment Q€ all
principal and interest then due.
3.05. The Bonds maturing in the years 1987 .through 1995 shall not
be subject to redemption prior to maturity, but Bonds maturing in 1996 shall each
be subject to redemption and prepayment, at the option of the City, in whole or
in part, and if in part, in $5,000 principal amounts selected by the Registrar
by lot, on February 1, 1996 at a price equal to the principal amount thereof to
be redeemed pius interest accrued to the date of redemption. At least thirty
days prior to the date set for redemption of any Bond, the City Manager shall
cause notice of the call for redemption to be published in a daily or weekly
periodical published in a Minnesota city of the first class or its metropolitan
area, which circulates throughout the state and furnishes financial news as a
part of its service, and to be mailed to the Registrar and to the registered
owner of each Bond to be redeemed, but no defect in or failure to give such
mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure.
The Bonds shall be prepared under the
direction of the City Manager and City Finance Director-Treasurer and shall be
executed on behalf of the City by the signature of the Mayor and City Manager,
and shall be sealed with the official corporate seal of the City; provided that
said signatures and the corporate seal may be printed, engraved, or lithographed
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
(f) Persons Deemed Owners.
3.04. Appointment of Initial Registrar. The City hereby appoints First Trust
The City agrees to pay the reasonable and
The City reserves
I
Redemption.
3.06. Preparation and Delivery.
8/18/86
220
facsimiles thereof. In case any officer whose signature, or a facsimile of whose .
signature, shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if such officer had remained in
office until delivery. Notwithstanding such execution, no Bond shall 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 such 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.
on each Bond shall be conclusive evidence that it has been authenticated and
delivered under this resolution. When the Bonds have been so executed and
authenticated, they shall be delivered by the City Manager to the purchaser
thereof upon payment of the purchase price in accordance with the contract of
sale heretofore made and executed, and the purchaser shall not be obligated to
see to the application of the purchase price.
The executed certificate of authentication I
Section 4. Security Provisions.
4.01. 1986 Improvement Construction Fund. There is hereby.created a special
bookkeeping fund to be designated as the "1986 Improvement Construction Fund"
(hereinafter referred to as the Construction Fund), to be held and administered
by the City Finance Director-Treasurer separate and apart from all other funds of
the City. The City appropriates to the Construction Fund (a) the proceeds of the
sale of the Bonds, and (b) all collections of- special assessments levied for the
Improvements until completion and payment"of all costs of the Improvements. The
Construction Fund shall be used solely to defray expenses of the Improvements,
including but not limited to the transfer to the Bond Fund, created in Section 4.02
hereof, of amounts sufficient for the payment of interest and principal, if any,
due upon the Bonds prior to the completion and payment of all costs of the Improve-
ments and the payment of the expenses incurred by the City in connection with the
issuance of the Bonds.
ments, any balance of the proceeds of Bonds remaining in the Construction Fund
may be used to pay the cost, in whole or in part, or any other improvements
instituted pursuant to the Act, as directed by the City Council, but any balance
of such proceeds not so used shall be credited and paid to the Bond Fund.
and any principal of or interest thereon unpaid, the City Finance Director-
Treasurer shall maintain a separate and special bookkeeping fund designated
"1986 Improvement Bond Fund" (hereinafter referred to as the Bond Fund) to be
used for no purpose other than the payment of the principal of and interest on
the Bonds and on such other improvement bonds of the City as have been or may be
directed to be paid therefrom.
Fund (a) the collections of special assessments and other funds to be credited
and paid thereto in accordance with the provisions of Section 4.01, (b) any taxes
levied in accordance with this resolution, and (c) all such other moneys as shall
be received and appropriated to the Bond Fund from time to time. If the balance
in the Bond Fund is at any time insufficient to pay all interest and principal
then due on all bonds payable therefrom, the payment shall be made from any fund
of the City which is available for that purpose, subject to reimbursement from
the Bond Fund when the balance therein is sufficient, and the Council covenants
and agrees that it will each year levy a sufficient amount to take care of any
accumulated or anticipated deficiency, which levy is not subject to any consti-
tutional or statutory tax-limitation.
The City reserves the right to issue additional bonds,
payable from the Bond Fund as may be required to finance costs of the Improvements
not financed hereby; provided that the City Council shall, prior to the delivery
of such additional bonds, levy or agree to levy by resolution sufficient additional
special assessments and ad valorem taxes, if any, which, together with other moneys
or revenues pledged for the payment of said additional obligations, will produce
revenues at least five percent (5%) in excess of the amount needed to pay when
due the principal and interest on all bonds payable from the Bond Fund.
additional special assessments, ad valorem taxes and moneys or revenues so pledged,
levied or agreed to be levied shall be irrevocably appropriated to the Bond Fund
in the manner provided by Minnesota Statutes, Section 475.61.
The City hereby covenants and agrees that
for payment of the cost of each of the Improvements it will do and perform all
acts and things necessary for the full and valid levy of special assessments
against all assessable lots, tracts and parcels of land benefited thereby and
located within the area proposed to be assessed therefor, based upon the benefits
received by each such lot, tract or parcel, in an aggregate principal amount not
less than one hundred percent (100%) of the cost of such Improvement.
event that any such assessment shall be at any time held invalid with respect to
any lot, piece or parcel of land, due to any error, defect or irregularity in any
action or proceeding taken or to be taken by the City or this Council or any of
the City's officers or employees, either in the making of such assessment or in
the performance of any condition precedent thereto, the City and this Council
Upon completion and payment of all costs of the Improve-
4.02. 1986 Improvement Bond Fund. So long as any of the Bonds are outstanding I
The City irrevocably appropriates to the Bond
.
4.03. .Additional Bonds.
I The
4.04. Levy of Special Assessments.
In the
8/18/86
221
hereby covenant and agree that they will forthwith do all such further acts and
take all such further proceedings as may be required by law to make such .
assessments a valid and binding lien upon such property.
are irrevocably pledged for the'prompt and full payment of the principal of
and the interest on the Bonds, and the Bonds shall be payable from the Bond
Fund in accordance with the provisions and covenants contained in this reso-
lution.
paid out of the proceeds of.the Bonds and other moneys of the City available
for such purpose. It is estimated that the special assessments levied and to
be levied for the payment of the Improvements will be collected in amounts not
less than five percent (5%) in excess of the annual principal and interest
requirements of the Bonds. If the money on hand in the Bond Fund should at
any time be insufficient for the payment of principal and interest then due,
this City shall pay the principal and interest out of any fund of the City,
and such other fund or funds shall be reimbursed therefor when sufficient
money is available to the Bond Fund. If on October 1 in any year the sum of
the balance in the Bond Fund plus the amount of special assessments thereto-
fore levied for the Improvements and collectible through the end of the following
calendar year.is not sufficient to pay when due all principal and interest
become due on all Bonds payable therefrom in said following calendar year, or
the Bond Fund has incurred a deficiency in the.manner provided in this
Section 4.05, a direct, irrepealable, ad valorem tax shall be levied on all
taxable property within the corporate rimits of the City for the purpose of
restoring such accumulated or anticipated deficiency in accordance with the
provisions of this resolution.
When all of the Bonds and all coupons appertaining
thereto have been discharged as provided in this section, all pledges, Covenants
and other rights granted by this resolution to the holders of the Bonds shall
cease. The City may discharge its obligations with respect to any Bonds and
coupons appertaining thereto which are due on any date by depositing with the
paying agent on or before that date a sum sufficient for the payment thereof
in full; or, if any Bond or coupon should not be paid when due, it may never-
theless be discharged by depositing with the paying agent a sum sufficient for
the payment thereof in full with interest accrued to the date of such deposit.
The City may also at any time discharge its obligations with respect to any
Bonds, subject to the provisions of law now or hereafter authorizing and
regulating such action, by depositing irrevocably in escrow, with a bank
qualified by law as an escrow agent for this purpose, cash or securities which
are general obligations of the United States or securities of United States
agencies which are authorized by law to.be so deposited, bearing interest
payable at such time and.at such rates and maturing on such dates as shall be
required, without reinvestment, to pay all principal and interest to become
due thereon to maturity.
Moneys and Arbitrage.
a certified copy of this resolution with the County Auditor of Hennepin County,
together with such other information as he shall require, and to obtain from.
the County Auditor a certificate that the Bonds have been entered on his bond
register and that the tax required for the payment thereof has been levied
and filed as required by law.
Auditor of Hennepin County are hereby authorized and directed to prepare and
furnish to the Purchaser, and to Dorsey & Whitney, Bond Counsel, certified
copies of all proceedings and records of the City, and such other affidavits,
certificates and information as may be required to show the facts relating to
the legality and marketability of the Bonds as the same appear from the books
and records under their custody and control or as otherwise known to them,
and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of,the City as to the
facts recited therein.
6.03. The City covenants and agrees with the holders from time
to time of the Bonds that it will not take or permit to be taken by any of its
officers, employees or agents, any action which would cause the interest on the
Bonds to become subject to taxation under the Internal Revenue Code of 1954,
as amended (the Code), and Regulations promulgated thereunder (the Regulations)
as existing on the date of issuance of the Bonds, and covenants to take any and
all actions within its powers to ensure that the interest on the Bonds will not
become subject to taxation under the Code and Regulations as existing on the
date of issuance of the Bonds.
Unless and until the
regulations under Sectin 103(c) of the Code which have been promulgated by the
InternalRevenue Service prior to the date hereof have been modified or amended in
pertinent part, the City Manager shall ascertain monthly the amount on deposit
4.05. Full Faith and Credit Pledged. The full faith and credit of the City
The interest on the Bonds to be paid on February 1, 1987 will be
Section 5. Defeasance.
Section 6. Registration, Certification of Proceedings, Investment of
6.01. Registration. The City Clerk is hereby authorized and directed to file
6.02. Certification of Proceedings. The officers of the City and the County
Covenant.
6.04. Investment of Moneys on Deposit in Bond Fund.
8/18/86
222
h.
in the Bond Fund.
$375,000 the aggregate amount of principal and interest due and payable from the
Bond Fund within 12 months thereafter plus a reasonable carryover amount not
exceeding the greater of one year's earnings on the Bond Fund or one-twelfth
of the annual debt service payable therefrom, such excess shall not be invested
except at a yield less than or equal to the yield on the Bonds, based upon their
amount, maturities and interest rates on their date of issue, computed by the
actuarialmethod.
payable from the Bond Fund pursuant to Section 4.03 hereof, the dollar amount in
the preceding sentence shall be changed to equal fifteen percent (15%) of the
aggregate original principal amount of all bonds, including the Bonds, which
are then outstanding and payable therefrom. The City reserves the right to amend
the provisions of this Section 6.04 at any time, whether prior .to or after the
delivery of the Bonds, if and to the extent that this Council determines that the
provisions of this Section 6.04 are not necessary in order to assure that the
Bonds are not arbitrage bounds under Section 103(c) of the Code and the applicable
Regulations.
charged with the responsibility for issuing the Bonds pursuant to this resolution,
are authorized and directed to execute and deliver to the Purchaser a certificate
in accordance with the provisions of Section 103(c) of the Code, and Treasury
Regulations, Section 1.103-13, 1.103-14 and 1.103-15, stating the facts, estimates
and circumstances in existence on the date of issue and delivery of the Bonds
which indicate that the proceeds of the Bonds will not be used in a manner that
would cause the Bonds to be arbitrage bonds within the meaning of said Code and
Regulations.
If the amount on deposit therein ever exceeds by more than
If any additional improvement bonds are ever issued and made
I
. 6.05. Arbitrage. The Mayor and City Manager, being the officers of the City
Section 7. Pending Federal Tax Legislation.
7.01. Tax Reform Bill. This Council understands that on December 17, 1985,
the United States House .of. Representatives passed H.R. 3838 (the Tax Reform Bill),
which, among other things , includes substantial additional requirements which
must be satisfied by the issuers of municipal obligations (including obligations
..of the character of the Bonds) in order that the interest on such'obligations be
and remain exempt from federal income taxation. In their current form, the pro-
visions of the Tax Reform Bill apply to municipal obligations issued after
December 31, 1985. On March 14, 1986, the Chairmen and Ranking Members of the.
U.S. House'of Representatives Committee on Ways and Means and the U.S. Senate
Committee on Finance and the Secretary of Treasury issued a Joint Statement on
the Effective Dates of Pending Tax Reform Legislation (the Joint Statement). The -
Joint Statement endorses postponement (until September 1, 1986, or the date of
enactment of tax reform legislation, whichever is earlier) of the effective date
of certain provisions and restrictions of the Tax Reform Bill applicable to
certain municipal obligations, including the Bonds. Such provisions and restrict-
ions of the Tax Reform Bill hclude the definition of "rionessential function"
bonds , new arbitrage restrictions , restrictions on the early issuance of bonds
and information reporting requirements. The Joint Statement is a statement of
intent only and is not binding on Congress.
appears to have accepted an issue of municipal obligations where the issuer
has not covenanted to comply with those provisions of the Tax Reform Bill covered
by the Joint Statement. To enhance the marketability of the Bonds, this Council
has determined it to be necessary and desirable and in the best interests of the
' City to structure the Bonds and the application of the proceeds thereof in a
manner so as to comply with the requirements of the Tax Reform Bill interpreted
in accordance with the Joint Statement and, to use the best efforts of the City .
to comply, if possible, with the requirements of the Tax Reform Bill as finally
enacted, assuming that, as finally enacted, it would apply to the Bonds'.
The City covenants and agrees
with the owners from time to time of the Bonds that it will take, and will cause
its officers, employees or agents to take, all actions necessary to comply with
the Tax Reform Bill, and that it will not take or permit to be taken by.any of
its officers, employees or agents any actions that would cause interest on the
Bonds to become subject to federal income taxation under the Tax Reform Bill,
until the Tax Reform Bill is enacted or the 99th Congress adjourns sine die
without enactment Of the Tax Reform Bill. In addition, the City covenants and
agrees'with the Owners from time to time of the Bonds that if the Tax Reform
Bill is t~~cted and its Provisions are applicable to the Bonds, that the City,
to the extent it is authorized by law, will use its best efforts.to take, and to
came its officers, employees and agents to take, all actions necessary to comply
with the Tax Reform Bill as enacted, and that it will not take or permit to be
taken by any of its Officers, employees or agents any action which would cause
interest on the Bonds to become subject to federal income taxation under the
provisions of the Tax Reform Bill as enacted. In reliance on the Joint State-
ment, however, the covenants of the City contained in this Section 7.02 to
comply with the Tax'Reform Bill as passed by the U.S. House of Representatives
or as finally enacted do not include compliance with those provisions of the
~
~
The municipal bond market, however,
.
.
'
7.02. Covenants; Reliance on Joint Statement.
I
e.- -
8/18/86
223
Tax Reform Bill the effective dates of which are postponed by the Joint State-
ment.
provisions are applicable to the Bonds, the City will use its best efforts to
comply, to the extent then possible, with such provisions, but no assurance
can be given that such compliance would then be possible.
7.03. Proposed Interest Disallowance. The City hereby designates the Bonds
as "qualified tax-exempt obligations" for purposes of Section 802 (e) of the
Tax Reform Bill relating to the disallowance of interest expenses for financial
institutions.
modify the provisions of Section 7.02, if and to the extent that the City receives
an opinion of nationally recognized bond counsel that such amendment or modifi-
cation will not adversely affect the exemption from federal income taxation of
the interest on the Bonds under then existing laws
Reform Bill.
The City covenants that if, notwithstanding the Joint Statement, such
7.04. Amendment of Resolution. The City reserves the right to amend or
ATTEST :
2?d% u
The motion for adoption of the foregoing resolution was duly seconded by Member
Kelly, and upon vote being taken thereon, the following .voted in favor thereof:
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted, and was signed
by the Mayor, which signature was attested by the City Clerk.
Member Turner introduced the following resolution and moved its adoption:
Bredesen, Kelly, Richards, Turner '
RESOLUTION RELATING TO $2,0~0,000 GENERAL OBLIGATION TAX
INCREMENT BONDS, SERIES 1986B; FIXING THE FORM AND DETAILS,
PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE
SECURITY THEREFOR
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the City),
as follows:
Section 1. Authorization and Sale.
1.01. Authorization. Pursuant to the provisions of Minnesota Statutes,
Sections 273.77(a) and 462.581 and Minnesota Statutes, Chapter 475, the City
Council of the City has authorized the issuance and sale of its General Obli-
gation Tax Increment Bonds, Series 1986B (the Bonds) in the principal amount of
$2,000,000 for the purpose of providing funds for the payment of the public
redevelopment costs needed for a redevelopment project (the Project), to be
undertaken in accordance with the Grandview Area Redevelopment Plan (the Rede-
velopment Plan), previously established by the Housing and Redevelopment
Authority in and for the City of Edina (the Authority) and approved by the City.
$39,000 of the principal amount of the Bondsxepresents interest as provided
in Minnesota Statutes, Section 475.56.
1.02.
1.03. Expenditure of Tax Increment Revenue. The Project constitutes a
?project" and-the District constitutes a "tax increment financing district"
Project Costs. The cost of the Project is estimated to be $2,000,000.
within the meaning of Minnesota Statutes, Sections 273.71 to 273.78, and thus
the City has authority under said Sections 273.71 to 273.78 to expend ad
valorem tax increments derived from the District to pay costs incurred or to
be incurred by the City and the Authority in aid of the Redevelopment Project,
or to pay the principal of and interest on bonds issued to finance such costs,
in accordance with the Redevelopment Plan.
has certified to the Authority.the Assessed Value of all taxable property in
the District (the "Original Assessed Value"), and is to certify to the Authority
in each year the then current Assessed Value of all taxable property in the
District (the "Current Assessed Value"). The Current Assessed Value, less the
Original. Assessed Value is the Captured Assessed Value. The ad valorem taxes
derived from the property in the District in each year, by application of the
aggregate mill rate levied by all governmental entities having authority to
levy taxes on such property to the Captured Assessed Value, is the Tax Increment
to be derived from the District (the "Tax Increment").
the bid of First National Bank of Minneapolis, of Minneapolis, Minnesota, and
associates (the Purchaser), to purchase the Bonds at a price of $1,961,965.70
plus accrued interest from the date of the Bonds to the date of delivery thereof,
the Bonds to bear interest from August 1, 1986 until paid at the rates specified
by the Purchaser and upon the further terms and conditions set forth in the Terms
and Conditions of Sale.
1.05. Issuance of Bonds. All acts, conditions and things which are required
by the Constitution and laws of the State of Minnesota to be done, to exist, to
happen and to be performed prior to the issuance of the Bonds having been done,
1.04. Computation of Tax Increment. The County Auditor of Hennepin County
1.04. Sale. This Council, by resolution adopted on August 18, 1986 accepted
8/18/86
224
existing, and having happened, it is now necessary for t is Council to establish
the form and terms of the Bonds, to provide for the security thereof, and to
issue the Bonds forthwith.
. 2.01. Form of Bonds. The Bonds shall be prepared in substantially the following
f om:
Section 2. Form of Bonds.
Rate
[Face of the Bond1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN ,
CITY OF EDINA
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1986B
Date of Maturity Original Issue cus I P
. August 1, 1986 SEE REVERSE' -
FOR CERTAIN
DEFINITIONS
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS - I ^.
THE CITY OF EDINA, Hennep-ix County, Minnesota (the City), acknowledges itself to be indebted and, for value
received, hereby promises to pay to the registered owner above
named, the principal amount indicated above, on the maturity I
date specified above, with interest thereon from the date
hereof at the annual rate specified above, payable on
February 1 and Ausust 1 in each year, commencing February 1,
- 1987, 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, all subject
to the provisions referred to herein with respect to the
redemption of the principal of this Bond before maturity. 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 o€ First Trust Company,
Inc., in St. Paul, Minnesota, as Bond Registrar, Transfer Agent
and Paying Agent (the Bond Registrar), or its successor designated under the Resolution described herein. I
1
Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes
have the same e+ffect as though fully set forth hereon.
any purpose or be entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by manual signature of
one of its authorized representatives.
County, State of Minnesota, by its City Council, has caused this Bond to be executed by the facsimile signatures of the
Mayor and the City Manager and by a printed facsimile of the official seal of the City and has caused this. Bond to be dated
as of the date set forth below.
Dated:
This Bond shall not be valid or become obligatory for
IN WITNESS WHEREOF, the City of Edina, Hennepin
(Facsimile Signature)
City Manager
(Facsimile Signature)
Ma yo r
(Facsimile Seal)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
FIRST TRUST COMPANY, INC., as Bond Registrar
BY Authorized Representative
[Reverse of the Bonds1
This Bond is one of an issue in the aggregate principal amount of $2,000,000 (the Bonds), all of like date
and tenor except as to serial number, interest rate, redemption
privilege and maturity date, issued pursuant to a resolution
adopted on August 18, 1986 (the Resolution) for the purpose of
providing moneys in aid of a redevelopment project to be
undertaken in accordance with the Grandview Area Redevelopment
Plan, in anticipation of the collection of tax increment
resulting from the redevelopment of the Project Area, as
certified annually by the County Auditor of Hennepin County,
pursuant to Minnesota Statutes, Section 273.76; and is issued
pursuant to and in full conformity with the provisions of the
Constitution and laws of the State of Minnesota thereunto
8/18/86
225
c1 m Lo 7- z ,u
enabling, including Minnesota Statutes, Section 462.581,
Section 273.77(a) and Chapter 475. This Bond is payable
primarily from a portion of the moneys in the "1986B General
Obligation Tax Increment Bond Fund" (the Bond Fund) of the
City, but the City is required by law to pay maturing principal
hereof and interest hereon from any available funds of the City
if moneys on hand in the Bond Fund pledged to the payment of
the Bonds are insufficient therefor. The Bonds are issuable only as fully registered bonds, in denominations of $5,000 or
any multiple thereof, of single maturities.
Bonds maturing in the years 1989 through 1995 are
payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates
in the years 1996 through 2003 are each subject to redemption
and prepayment, at the option of the City and in whole or in
part, and if in part in inverse order of maturities and by lot,
assigned in proportion to their principal amount, within any
maturity, on February 1, 1996 and on any interest payment date
thereafter, at a price 'equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption.
At least thirty days prior to the date set for redemption of
any Bond, notice of the call for redemption will be published
in a daily or weekly periodical, published in a Minnesota city
of the first class or its metropolitan area, which circulates
throughout the state and furnishes financial news as a part of
its service, and will be mailed to the Bond Registrar and to
the registered owner of each Bond to be redeemed at his address
appearing in the Bond Register, but no defect in or failure to
give such mailed notice of redemption shall affect the validity
of proceedings for the redemption of 'any Bond. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered
to the registered owner without charge, representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain
limitations set forth therein, this Bond is transferable upon
the books of the City at the principal office of the Bond
Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to
the Bond Registrar, duly executed by the registered owner or
his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or
exchange, the City will cause a new Bond or Bonds to be issued
in the name of the transferee or registered owner, of the same
aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any
tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City, and the Bond Registrar may deem and treat the
person in whose name this Bond is registered as the absolute
owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and
neither the City nor the Bond Registrar shall 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 precedent to and in the
issuance of this Bond in order to make it a yalid and binding
general obligation of the City according to its terms have been
done, do exist, have happened and have been performed in
regular and due form, time and manner; that all taxable
property within the City is subject to the levy of a direct,
annual, ad valorem tax, which the City covenants it will levy
and which is required to be extended, assessed and collected
for the years and in such amounts as may be required to pay the
principal of and interest on the Bonds of this issue when due, which levy is not limit'ed as to rate or amount; and that the
issuance of this Bond did not cause the indebtedness of the
City to exceed any constitutional or statutory limitation.
The following abbreviations, when used in' the inscription on the face of this Bond, shall be construed as
though they were written out in full according to the applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT. .... Custodian.......
in common (Cust) (Minor)
by the entireties
TEN ENT -- as tenants
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
common
under Uniform Gifts to Minors
Act.. ....................
(State)
Additional abbreviations may also be used.
8/18/86
226
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ,
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this *
OF ASSIGNEE: assignment must-correspond with
the name as it appears upon the
face of the within Bond in every
/ / particular, without alteration or any change whatsoever.
Signature(s) must be guaranteed by a commercial bank
or trust company or by a brokerage firm having a membership in
one of the major stock exchanges.
2.02. Form of Certificate. A certificate in sGbstantially the following form
shall appear on the reverse side of each Bond, following a copy of the text of the
legal opinion of Bond Counsel:
rendered by Bond Counsel on the issue of the Bonds of the City of Edina which
includes the within'Bond, dated as of the date of delivery of -and papent for
the Bonds.
(Facsimile signature) (Facsimile signature)
We certify that the above is a full, true and correct copy of the legal opinion
City Manager Mayor
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The City shall forth-
. with issue and deliver the Bonds, which shall be denominated "General Obligation
Tax Increment Bonds, Series 1986B" and shall be payable primarily from the Bond
Fund created in Section 4.02 hereof. The Bonds shall be issuable in the demoni-
nation of $5,000 each or any integral multiple thereof, shall mature on August 1
in the years and amounts set forth below, .and Bonds maturing in such years and
amounts shall bear interest from date of issue until paid or duly called for
redemption at the rates per annum shown opposite such years and amounts as follows:
Year Amount Rate Year Amount Rate
1989 $ 50,000 5.20% 1997 $150,000 6.70%
1990 50,000 5.40 1998 150 , 000 6.75
1991 100,000 5.60 1999 150,000 6.80
1992 100 , 000 5.80 2000 150,000 6.90
1993 100 , 000 6 .OO 2001 200 , 000 7 .oo
1994 100 , 000 6.20 2002 200,000 7.00
1995 150 , 000 6.40 2003 200 , 000 7 .OO
1996 150 , 000 6.60
The Bonds shall be issuable only in fully registered form. The interest thereon
and, upon surrender of each Bond, the.principa1 amount thereof, shall be payable
by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Each Bond shall 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 such Bond shall be dated as of the
date of authentication, or (ii) the date of authentication is prior to February 1,
1987 in which case such Bond shall be dated as of August 1, 1986.
on the Bonds shall be payable on February 1 and August 1 in each year, commencing
February 1, 1987, to the owner of the record thereof as of the close of business
on the fifteenth day of the immediately preceding month, whether or not such day
is a. business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Registrar). The effect of
registration and the rights and duties of the City and the Registrar with respect
The interest
. thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust
office a bond register in which the Registrar shall provide for the registration
of ownership of Bonds and the registration of transfers and exchanges of Bonds
entitled to be registered, transferred or exchanged.
Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer,
in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing,
the Registrar shall 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.
close the books for registration of any transfer after the fifteenth day of the
month preceding each interest payment date and until such interest payment date.
(b) Transfer of Bonds.
The Registrar may, however,
8/i8/86
227
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall 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 duly authorized in writing.
be promptly cancelled by the Registrar and thereafter disposed of as directed
by the City.
Registrar for transfer, the Registrar may refuse to transfer the same until it
is satisfied that the endorsement on such Bond or separate instrument of transfer
is legally authorized. The Registrar shall incur no liability for its refusal,
in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the bond register as the
absolute owner of such Bond, whether such Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and interest
on such Bond and for all other purposes, and all such payments so made to any
such registered owner or upon the owner's order shall be valid and effectural
to satisfy and dischazge the liability of the City upon such Bond to the extent
of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the
Registrar may impose a charge upon thecomer thereof sufficient Lo reimburse
the Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new
Bond of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Bond or in lieu of and in sub-
stitution for any such Bond lost, stolen or destroyed, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and,
in the case of a Bond lost, stolen or destroyed, upon filing with the Registrar
of evidence satisfactory to it that such Bond was lost, stolen or destroyed,
and of the ownership thereof, and upon furnishing to the Registrar of an appro-
priate bond or indemnity in form, substance and amount satisfactory to it, in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such
cancellation shall be given to the City. If the mutilated, lost, stolen or
destroyed Bond has already matured or been called for redemption in accordance
with its terms, it shall not be necessary to issue a new Bond prior to payment.
Company, Inc., as the initial Registrar. The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a contract with First
Trust Company, Inc., as 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, such corporation shall be authorized
to act as successor Registrar. The City agrees to pay the reasonable and
customary charges of the Registrar for the services perf-ormed.
the right to remove any Registrar upon thirty (30) days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar
shall deliver all cash and Bonds in its possession to the successor Registrar
arid shall deliver the bond register to the successor Registrar. On or before
each principal or interest due date, without further order of this Council, the
City Manager shall transmit to the Registrar from the Bond Fund described in
Section 4.02 hereof, moneys sufficient for the payment of all principal and
interest then due.
be subject to redemption prior to maturity, but Bonds maturing in the years
1996 through 2003 shall each be subject to redemption and prepayment, at the
option of the City, in whole or in part, and if in part, in inverse order of
maturities and, within any maturity, in $5,000 principal amounts selected by
the Registrar by lot, on February 1, 1996 and on any interest payment date
thereafter at a price equal to the principal amount thereof to be redeemed
plus interest accrued to the date of redemption.
to the date set for redemption of any Bond, the City Manager shall cause notice
of the call for redemption to be published in a daily or weekly periodical
published in a Minnesota city of the first class or its metropolitan area,
which circulates throughout the state and furnishes financial news as a part
of its service, and to be mailed to the Registrar and to the registered owner
of each Bond to be redeemed, but no defect in or failure to give such mailed
notice of redemption shall affect the validity of proceedings for the redemption
of any Bond not affected by such defect or failure.
direction of the City Manager and the City Finance Director-Treasurer and shall
be executed on behalf of the City by the signatures of the Mayor and the City
Manager, and shall be sealed with the official corporate seal of the City;
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
(f) Persons Deemed Owners.
3.04. Appointment of Initial Registrar. The City hereby appoints First Trust
The City reserves
! 3.05. Redemption. Bonds maturing in the years 1989 through 1995 shall not
At least thirty days prior
3.06'. Preparation and Delivery. The Bonds shall be prepared under the
8/18/86
228
provided that said signatures and the corporate seal may be printed, engraved,
or lithographed facsimiles thereof. In case any officer whose signature,' or
a facsimile of whose signature, shall appear on the Bonds shall cease to be such
officer before the delivery of any Bond, such signature or facsimile shall
nevertheless be valid and sufficient for all purposes, the same as if such
officer had remained in office until delivery.
no Bond shall 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 such Bond has been duly executed by the manual signature of
an authorized representative of the Registrar.
on different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond shall be conclusive evidence that it
has been authenticated and delivered under this resolution. When the Bonds
have been so executed and authenticated, they shall be delivered by the City
Manager to the purchaser thereof upon payment of the purchase price'in'accordance
with the contract of sale heretofore made and executed, and the purchaser shall
not be obligated to see to the application of the purchase price.
Notwithstanding such execution,
Certificates of authentication
Section 4. Security Provisions.
4.01. Construction Fund. A Construction Fund is hereby created, as a special
fund and designated on t-he books of the City as the "Grandview Area Redevelopment
Construction Fund" (the Construction Fund), to be held and administered by the
City Finance Director-Treasurer separate and apart from all other funds of the
City. The City hereby appropriates to the Construction Fund all of the proceeds
received from the sale of the Bonds, less the amount to be deposited in the Bond
Fund, as hereinafter defined, pursuant to Section 4.02 hereof.
in the Construction Fund from time to time shall be used solely to pay public
redevelopment costs in connection with the Project as set forth in the Plan, as
amended. Any amounts remaining in the Construction Fund upon completion of the
Project and payment of all of the costs thereof shall be transferred to the Bond
Fund.
The principal of and interest on the Bonds shall be payable
from the 1986B General Obligation Tax Increment Bond Fund (the "Bond Fund"). So
long as any of the Bonds or any additional bonds issued pursuant to Section 4-04
hereof and made payable from the Bond Fund, are outstanding and any principal
thereof or interest thereon unpaid, the City Finance Director-Treasurer shall
maintain the Bond Fund, as a separate and special account to be used for the
payment of the principal of, premium, if any, and interest on the Bonds and on
all other general obligation bonds now or hereafter issued by the City pursuant
to Minnesota Statutes, Chapter 273, to finance costs incurred by the City or the
HRA. in accordance with the Redevelopment Plan in aid of the Redevelopment Project
and any other redevelopment project to be undertaken in accordance with the
Redevelopment Plan. The City hereby irrevocably appropriates to the Bond Fund
(a) the proceeds of the Bonds representing capitalized interest, (b) the accrued
interest on the Bonds and any amount in excess of $1,961,000 bid for the Bonds
and received from the Purchaser upon delivery of the Bonds, (c) the Tax Increments
from the District appropriated and pledged by th'e Authority to the City to pay
the principal of and interest on the Bonds and any additional bonds payable from
the Bond Fund, and (d) any other moneys appropriated or pledged by the terms of
this Resolution to the Bond Fund. The City expressly reserves the right to use
amounts in the Bond Fund (other than the amounts initially deposited therein upon
the issuance of the Bonds) to finance or pay directly costs paid or incurred by
the Authority or the City pursuant to the Redevelopment Plan in and-of the
Redevelopment Project and any other redevelopment project to be undertaken in
accordance with the Redevelopment Plan.
Full Faith and Credit Pledged. The full faith and credit and..taxing
power of the City are hereby irrevocably pledged for the prompt and full payment
of the principal of and interest on the Bonds and on all other bonds made payable
from the Bond Fund, as such principal and interest become due.
that the Tax Increments and other funds herein pledged for the payment of the Bonds
will be collected in amounts not less than five percent in excess of the amounts
needed to meet when due the principal of and interest on the Bonds as required
by Minnesota Statutes, Section 475.61.
now levied to pay the Bonds or the interest to come due thereon, pursuant to
Minnesota Statutes, Section 273.77(a).
should at any time be insufficient to pay principal and interest due on all bonds
payable therefrom, such amounts may be paid from any other fund of the City and
such other fund shall be reimbursed therefor when sufficient moneys are available
in the Bond Fund. If on October 1 in any year the sum of the balance in the Bond
Fund plus the amount of tax increment revenue collectible through the end of the
following calendar year is not sufficient to pay when due all principal and
interest to become due on all bonds payable therefrom in the following calendar
year, or the Bond Fund has incurred a deficiency in the manner provided in this
Section 4.03, a direct, irrepealable, ad valorem tax shall be levied on all
taxable property within the corporate limits of the City for the purpose of
restoring such accmumlated or anticipated deficiency in accordance with the
provisions of this Resolution.
Moneys on hand
4.02. Bond Fund.
%
I
-
.
4.03.
It is estimated
I. Consequently, no ad valorem taxes are
If the money on hand in the Bond Fund
*
8 118 / 86
229
4.04. Additional Bonds The City reserves the right to issue additional
bonds payable from the Bond Fund as may be required to finance costs of the
Redevelopment Project not financed hereby or to finance costs of other projects
to be undertaken by the Authority within the District.
to execute and deliver on behalf of the City such documents as may be appropriate
to evidence the pledge and appropriation of the Tax Increments by the Authority
to the City to pay the Bonds.
When all of the Bonds have been discharged as
provided in this Section 5, all pledges, covenants and other rights granted
by this Resolution to the holders of the Bonds shall cease.
discharge its obligations with respect to any Bonds which are due on any date
by irrevocably depositing with the paying agent on or before that date a sum
sufficient for the payment thereof in full; or, if any Bond should not be paid
when due, it may nevertheless be discharged by depositing with the paying agent
a sum sufficient for the payment thereof in full with interest accrued to
the date of such deposit.
obligations with respect to any Bonds, subject to the provisions of law now
or hereafter authorizing and regulating such action, by depositing irrevocably
in escrow, with a bank qualified by law as an escrow agent for this purpose,
cash or securities which are general obligations of the United States or
securities of United States agencies which are authorized by law to be so
deposited, bearing interest payable at such time and at such rates and maturing
on such dates as shall be required, without reinvestment, to pay all principal
and interest to become due thereon to maturity.
Section 6. Registration, Certification of Proceedings, Investment of
Moneys and Arbitrage.
a certified copy of this resolution with the County Auditor of Hennepin County,
together with such other information as he shall require, and to obtain from
said County Auditor a certificate that the Bonds have been entered on his bond
register as required by law.
Certification of Proceedings.
Auditor of Hennepin County are hereby authorized and directed to prepare and
furnish to the Purchaser and to Dorsey & Whitney, Bond Counsel, certified copies
of all proceedings and records of the City, and such other affidavits, certifi-
cates and information as may be required to show the facts relating to the
legality and marketability of the Bonds as the same appear from the books and
records under their cuseody and control or as otherwise known to them, and all
such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the facts recited
therein.
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 1954, as
amended (the Code), and the Treasury Regulations promulgated thereunder (the
Regulations) as existing on the date of issuance of the Bonds, and covenants to
take any and all actions within its powers to ensure that the interest on the
Bonds will not become subject to taxation under the Code and the Regulations as
existing on the date of issuance of the Bonds.
that it shall not take any action or exercise any remedies pursuant to any re-
development agreement or other agreement with respect to any property in the
District, if the effect thereof would be, in the opinion of the City's bond
counsel, to cause the Bonds to be considered "industrial development bonds" or
4.05. Execution of Documents. The Mayor and City Manager are hereby authorized
Section 5. Defeasance.
The City may
The City may also at any time discharge its
6.01. Registration. The City Clerk is hereby authorized and directed to file
6.02. The officers of the City and the County
6.03. Covenant. The City covenants and agrees with the holders from time to
In particular, the City covenants
consumer loan bonds" pursuant to the Code. I1
6.04. Arbitrage. The Mayor and City Manager, being the officers of the City
charged with the responsibility for issuing the Bonds pursuant to this resolution,
are authorized and directed to execute and deliver to the Purchaser a certificate
in accordance with the provisions of Section 103(c) of the Code, and Treasury
Regulations, Sections 1.103-13, 1,103-14 and 1.103-15, stating the facts, estimates
and circumstances in existence on the date of issue and delivery of the Bonds
which make it reasonable to expect that the proceeds of the Bonds will not be
used in a manner that would cause the Bonds to be arbitrage bonds within the
meaning of the Code and Regulations.
Section 7. Pending Federal Tax Legislation.
7.01. Tax Reform Bill. This Council understands that on December 17, 1985,
the United States House of Representatives passed H.R. 3838 (the Tax Reform Bill),
which, among other things, includes substantial additional requirements which
must be satisfied by the issuers of municipal obligations (including obligations
of the character of the Bonds) in order that the interest on such obligations be
and remain exempt from federal income taxation. In their current form, the pro-
visions of the Tax Reform Bill apply to municipal obligations issued after
December 31, 1985. On March 14, 1986, the Chairmen and Ranking Members of the
U.S. House of Representatives Committee on Ways and Means and the U.S. Senate
8/18/86
230
Committee on Finance and the Secretary of Treasury issued a Joint Statement on
the Effective Dates of Pending Tax Reform Legislation (the Joint Statement).
Joint Statement endorses postponement (until September 1, 1986, or the date of
enactment of tax reform legislation, whichever is earlier) of the effective date
of certain provisions and restrictions of the Tax Reform Bill applicable to
certain municipal obligations, including the Bonds.
ions of the Tax Reform Bill include the definition of ",:onessential function"
bonds, new arbitrage restrictions, restrictions on the early issuance of bonds
and information reporting requirements. The Joint Statement is a statement of
intent only and is not binding on Congress.
appears to have accepted an issue of municipal obligations where the issuer
has not covenanted to comply with those provisions of the Tax Reform Bill covered
by the Joint Statement. To enhance the marketability of the Bonds, this Council
has determined it to be necessary and desirable and in the best interests of the
City to structure the Bonds and the application of the proceeds thereof in a
manner so as to comply with the requirements of the Tax Reform Bill interpreted
in accordance with the Joint Statement and, to use the best efforts of the City
to comply, if possible, with the requirements of the Tax Reform Billas finally
enacted, assuming that, as finally enacted, it would apply to the Bonds.
7.02. Covenants; Reliance on Joint Statement. The City covenants and agrees
with the owners from time to time of the Bonds that it will take, and will cause
its officers, employees or agents to take, all ac.tions necessary to comply with
the Tax Reform Bill, and that it will not take or permit to be taken by any of
its officers, employees or agents any actions that would cause interest on the
Bonds to-become subject to federal income taxation under the Tax Reform Bill,
until the Tax Reform Bill.is enacted or the 99th Congress adjourns sine die
without enactment of the Tax Reform Bill. In addition, the City covenants and
agrees with the owners from time to time of the Bonds that if the Tax Reform
Bill is enacted and its provisions are applicable to the Bonds, that the City,
to the extent it is authorized by law, will use its best efforts to take, and to
cause its officers, employees and agents to take, all actions necessary to comply
with the Tax Reform Bill as enacted, and that it will not take or permit to be
taken by any of its officers, employees or agents any action which would cause
interest on the Bonds to become subject to federal income taxation under the
provisions of the Tax Reform Bill as enacted. In reliance on the Joint State-
'ment, however, the covenants of the City contained in this Section 7.02 to
comply with the Tax Reform Bill as passed by the U.S. House of Representatives
or as finally enacted do not include compliance with those provisions of the .
Tax Reform Bill the effectip dates of which are postponed by the Joint State-
ment. The City covenants that if, notwithstanding the Joint Statement, such
provisions are applicable to the Bonds, the City will use its best efforts to
comply, to the extent then possible, with such provisions, but no assurance
can be given that such compliance would then be possible.
. 7.03. Proposed Interest Disallowance. The City hereby designates the Bonds
Tax Reform Bill relating to the disallowance of interest expenses for financial
institutions.
modify the provisions of Section 7.02, if and to the extent that the City receives
an opinion of nationally recognized bond counsel that such amendment or modifi-
- The
Such provisions and restrict- -
The municipal bond market, however,
I -
I
. as "qualified tax-exempt obligations" for purposes of Section 802(e) of the
7.04. Amendment of Resolution. The City reserves the right to anend or
cation will not adversely affect the exemption from federal income taxation of
the interest on the Bonds under then existing laws or
I
Reform Bill.
ATTEST : ' &yor Pro-Tem
-. The motion for adoption of the foregoing resolution was duly seconded by Member
Kelly, and upon vote being taken thereon, the following 'voted in favor thereof:
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted, and was signed
by the Mayor, which signature was attested by the City Clerk.
PUBLIC HEARING ON PERMANENT STREET SURFACING WITH CURB AND GUTTER IMPROVEMENT
NO. P-BA-267 CONTINUED TO 9/8/86.
August 4, 1986 the Council had continued the public hearing on Permanent Street
Surfacing Improvement No. P-BA-267 to this meeting. He advised that the developer
has requested the public hearing be continued to the meeting of September 8, 1986.
Motion of Member Bredesen was seconded by Member Turner to continue the public
hearing on Permanent Street Surfacing Improvement No. P-BA-267 to September 8, 1986.
I Bredesen, Kelly, Richards, Turner
- - ..
Engineer Hoffman stated that at its meeting of
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
8 / 18 186
I
F m
UI) I m a
231
PUBLIC HEARING CONDUCTED; SIDEWALK IMPROVEMENT NO. P-S-36 APPROVED. Affidavits
of Notice were presented by Clerk, approved and ordered placed on file.
Hoffman explained that this is an -informal public hearing on the construction of
sidewalk on the West side of Gleason Road from Valley View Road to Cherokee Trail.
This hearing has been called as a result of requests from residents in this area
for better pedestrian access to the Creek Valley Elementary School. Estimated
cost of construction is $84,872.76 and the concrete sidewalk is proposed to be
five feet wide.
Municipal State Aid funds and no..assessment is proposed against abutting properties.
Graphics were presented of.the plans which include a narrowing of Gleason Road
between Balder Lane and Cherokee Trail to protect.existing wall structure.
alignment will be varied to protect existing property features to the greatest
extent possible. Because this is proposed as a State Aid project, plans would
be submitted to MNDOT for approval and it would be necessary for the Council to
adopt a resolution banning parking for one block from Balder Lane to Cherokee
Trail. If approved, bids could be taken in September and construction could be
begun in October.
had been received from L. Thomas Gartner, 6520 Gleason Road. Member Turner asked
if State Aid funds were available for the proposed project. Mr. Hoffman said
less State Aid funds would be encumbered for the West 50th Street project for
this year. John Dunnigan, 6225 Balder Lane, asked how many children would be
using the proposed sidewalk and suggested that'if they were bused to the school
the sidewalk would not be needed. Speaking in support of the project were:
Carol Grossman, 6616 Gleason Road; John and Nan Castino, 6624 Gleason Road;
Marti Jansen, 6216 St. Albins Circle, who presented a list of residents on
St. Albins Circle in support of the project. Virginia Bodine, 6525 Gleason
Road, stated that speed on Gleason Road is part of the issue for the side-
walk request and that something must be done about controlling the speeding
of vehicles. Mayor Pro-Tem Richards asked how the proposed project fits into
the City's sidewalk plan.
side of Gleason would have been proposed if there had not been a request from
the homeowners who now reside in that area.
a sidewalk on one side only of all major collector streets.
being heard, Member Turner introduced the following resolution and moved adoption:
RESOLUTION ORDERING GLEASON ROAD SIDEWALK IMPROVEMENT
BE IT RESOLVED by the Council of the City of Edina, Minnesota, that this Council
heretofore caused notice of hearing to be duly mailed to owners of each parcel
within the affected area on the following proposed improvement: Sidewalk Improve-
ment No. P-s-36 and at the hearing held at the time and place specified in said
notice, the Council has duly considered the views of all persons interested,
and being fully advised of the pertinent facts, does hereby determine to proceed
with the construction of said improvement, including all proceedings which may
be necessary in eminent domain for the acquisition of necessary easements and
rights for construction and maintenance of such improvement; that said improve-
ment is hereby designated and shall be referred to in all subsequent proceedings
as: SIDEWALK IMPROVEMENT NO. S-36, cost of which shall be paid from Municipal
State Aid Funds.
Motion for adoption of the resolution was seconded by Member Bredesen.
Engineer
The entire cost of the improvement is proposed to be paid from
The
Mr. Hoffman noted that a letter of objection to the project
Mr. Hoffman explained that no sidewalk for the west
The City's plan is to construct
No further comment
Rollcall :
Ayes: Bredesen, Kelly, Richards, Turner
Resolution adopted.
PUBLIC HEARING ON ZONING CHANGE AND PRELIMINARY PLAT FOR N~ON CORPORATION
CONTINUED TO SEPTEMBER 8, 1986. Norman Bjornnes stated that he was the proposed
developer of the project for the Namron Corporation and requested that the
hearing be continued to the meeting of September 8, 1986 to allow him to discuss
with the lender pending federal taxlegislation.
seconded by Member Turner to continue the hearing on the rezoning request and
preliminary plat for Namron Corporation to September 8, 1986.
Motion of Member Bredesen was
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
AMENDMENTS TO COMPmHENSIVE PLAN 1980-1990 ADOPTED; KEY ISSUES FOR 1-494 CORRIDOR
STUDY DISCUSSED.
called to consider amendments to the Comprehensive Plan 1980-1990 and that
the proposed amendments to the Plan reflect changes suggested by the Council
during the Saturday work session of January 25, 1986.
were considered and approved by the Community Development and Planning Commission
at its April 30, 1986 meeting.
tion issues related to the southern part of the City, in particular 1-494.
Mr. Larsen presented graphics showing potential non-residential development and
redevelopment in southern Edina representing possible full development by the
year 2010 and using maximum development allowed by the Zoning Ordinance in making
the projections.
portation Analysis Zones (TAZs) which had been assigned to the City in the 1970's
Planner Craig Larsen said that this public hearing has been
The proposed amendments
Since then staff has been working on transporta-
The areas for potential development were identified by Trans-
8/18/86
232
when the Comprehensive Plan was first prepared.
sented :
The following summary was pre-
Office and Commercial Floor Area August 15, 1986
Exist inn Potential Pot en t ial - TAZ Floor Area
811 364M - Expansion
644M
Vacant Land
113M
1,937M 1 , 330M 354M 818
3 , 303M 2 , 143M 820
88M 821 170M
822 5 8 7M 6 3EI
823 2 , 35l.N 1 , 024~
90 7M 6 0 8M 824
825 2 , 015M 76lM
826 9 74M 526M 989M
12,608M 7,187M 1,456M
All figures are in thousands of square feet.
- - - - I - -
Mayor Pro-Tem Richards asked for comments regarding the other amendments to the
Plan with regard to the Land Use, Housing, Environmental Protection and Community
Facilities prior to discussion on the Transportation Element.
recalled that in the Jansary work session there was discussion on adding a Human
Services Element. Mr. Larsen stated that there is no pattern to follow, that all
communities are in the thinking stage and that the Metropolitan Council is in
the process of developing criteria for wh?t they would like to see in a Human
Services plan.
Services Element at this time. Member Turner also commented that she would like
.to have included in the Transportation Element a reference to the survey taken by
the City in April, 1986 with regard to citizens' non-support of additional transit
opportunities within the City.
to the key issuesidentified by the 1-494 Project Management Team (1-494 Corridor
Study) and asked for discussion and direction.
1) Land Development/Travel Demand/Transportation Supply Relationships,
2) Role of Efajor Transit Capital Investments in the 1-494 Corridor,
3) Role of 1-494 in Serving Medium and Short Trips,
4) Role of the Private Sector and Public Sector in Financing Roadway and Transit
Improvements, and
5) Right-of-way Constraint/Adjacent Frontage Roads/Detached Frontage Roads.
Member Turner pointed out that the key issue for.consideration is the Land Deve-
lopment/Travel Demand/Transportation Supply Relationships. For' the study, each
city has defined the possible maximum square footage of development at full land
use within its ordinances.
what cari.physically be: built. 'Member Turner commented that in looking at the
the City's philosophy has been to control traffic by controlXing development.
The Council then discussed land use control summarized as follows: 1) it must
be administered fairly regardless of when development takes place, 2) breadth
of control over land use must include all communities from which traffic feeds
into the 1-494 corridor, 3) contributing factor is level of tolerance people will
accept with regard to traffic delay, ,4) the Metropolitan Council should act as a
regional planning authority to control land use and the resulting impact on
I-494.and 5) that developments should bear part of the cost to provide for high-
ways serving those developments.
that transit will not be a solution for traffic problems on 1-494. On key issue
No. 3 regarding medium and short length trips it was noted that the Comprehensive
Plan supports the ring route system which is a concept designed to promote traffic
circulation along 1-494 and to divert 1ocal.traffic from the freeway. -This
concept was first proposed in the DMJN study completed in 1972. It was agreed
that the ring road system should only extend north to 77th and 76th Streets.
discussing key issue No. 4 it was pointed out that in some states developments
have to pay for transportation improvements not just for abutting.streets but
for arterial roadways/highways if they are over a certain level.
made that to be equitable, cities would have to go back and look at how they would
spread that type of cost to existing or future development.
sector financing of off-site roadway improvements by tax increment financing, no
support was indicated for that technique. As to key issue No. 5, it was felt that
acquiring right of way for widening of 1-494 would be extremely costly and that if
a high level of development along the corridor is to be allowed, then regulating
agencies and/or municipalities will have to look to developments for financing
the acquisition of additional right of way as a condition for approving those
developments which impact traffic on 1-494.
of County Road 1/62 to alleviate traffic on 1-494, it was agreed that the City should
vigorously oppose that alternative, with the exception of supporting improvement
of the 1-35/Crosstown commons area.
to any widening of arterial or collector streets (i.e. West 50th Street) as an .
alternative for alleviating traffic on 1-494.
Transportation element of the Plan. Member Turner then introduced the following
resolution and moved adoption:
Member Turner
Following discussion, it was concluded not to draft a Human
- Member Turner then directed the Council's attention
The issues presented were:
I
It is Expected that those numbers will probably exceed
Transportation Element in the Comprehensive Plan is seems &ear that ..
'
With regard to key issue No. 2, it was felt
In
The comment was
With regard to private
With regard to any proposed upgrading
The Council also reiterated its opposition
No public comment was heard on the
8/18/86
233
RESOLUTION ADOPTING AMENDMENTS TO
CITY OF EDINA COMPREHENSIVE PLAN 1980/90
BE IT RESOLVED by the City Council of Edina, Minnesota, that it hereby approves
and adopts the following Amendments to the City's Comprehensive Plan 1980/90:
Land Use Element, Housing Element, Environmental Protection Element, Trans-
portation Element and Community Facilities Element as presented at the regular
meeting of the Council of August 18, 1986.
Motion for adoption of the resolution was seconded by Member Kelly.
Rollcall :
Ayes: Bredesen, Kelly, Richards, Turner
Resolution adopted.
PUBLIC HEARING ON EASEMENT VACATION (GRANDVIEW PLATEAU) CONTINUED TO 9/8/86.
As requested by proponent, motion of Member Bredesen was seconded by Member
Turner to continue the public hearing on proposed easement vacation on Lots 1,
2, 3 and 12, Block 1, Grandview Plateau to the meeting of September 8, 1986.
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
BID AWARDED FOR PTAYGOUND EQUIPMENT FOR NORMANDALE PARK; BIDS REJECTED FOR.WOOD-
DALE PARK.
ment for Normandale Park showing Earl F. Andersen & Associates, Inc. at
$16,933 .OO and Flanagan Sales , Inc. at $21,715 .OO . It was recommended that bids
for Wooddale Park playground equipment be.rejected and be re-bid after some
re-design of the park. Motion of Member Turner was seconded by Member Kelly for
award of bid to recommended low bidder, Earl F. Anderson and Associates, Inc.,
at $15,933.00 for playground equipment for Normandale Park.
Manager Rosland presented tabulations of bids for playground equip-
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
Motion of Member Turner was seconded by Member Kelly that all bids for playground
equipment for Wooddale Park be rejected and be re-bid after design changes.
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
BID AWARDED FOR RE-PIPING OF GAS SYSTEM/PUBLIC WORKS. Manager Rosland presented
tabulations of bids for complete re-piping and installation of new pumps in
four 10,000 gallon gas tanks at the Public Works Building showing Westside
Equipment Installers at $11,301.00, Zahl Equipment at $12,435.00 and Pump &
Meter Service, Inc. at $18,800.00.
expenditure on existing.system. Motion of Member Bredesen was seconded by
Member Kelly for award of bid to recommended low bidder, Westside Equipment
Installers, at $11,301.00.
He added,that this is a Capital Plan
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
TRAFFIC SAFETY COMMITTEE MINUTES OF AUGUST 12, 1986 APPROVED.
Bredesen was seconded by Member Kelly to approve the following recommended
action as listed in Section A of the Traffic Safety Committee Minutes of
August 12, 1986:
1) Installation of a "STOP" sign on Edinborough Way at West 76th Street,
2) Installation of a "STOP" sign on Edinborough Way at York Avenue South,
3) Installation of a "STOP" sign at the Edinborough entrance road at York
Avenue ,
and to acknowledge Section C of the Minutes.
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
Motion of Member
EDINA CENTENNIAL COMMISSION BUDGET PRESENTED. Dennis Maetzold, treasurer of
the Edina Centennial Commission, recalled that in June 1986, Betty Hemstad
and Kay Bach, co-chairs of the Commission and he had made a presentation to
the Council concerning the 1988 Edina Centennial. Proposed program events
and a preliminary budget were presented.
viewing.the budget and has estimated that the centennial operating expense
will be $75,000. Based on the committee's estimate it has developed specific
fund raising goals: 1) to fund the $75,000 operating expense and 2) to raise
$250,000 to be used for a lasting memorial, specifically a permanent home for
the Edina Historical Society for a total fund raising goal of $325,000.
outlined funding sources or strategies as follows: 1) business contributions of
$100 , 000 (event sponsorship/direct giving) , 2) individual contributions ,
3) year-long raffle and 4) City of Edina support. The specific request from
the City is for a $25,000 contribution in both 1987 and 1988, with a "loan" in
1987 to cover operating expenses in excess of the City's $25,000 contribution.
Mayor Pro-Tem Richards expressed concern that the contributions may not come
in as anticipated and that the City would be the major contributor.
Turner pointed out that there are enough control points in the planning process
so that the program could be scaled back if there was not community financial
support. Attorney Erickson advised that the City must control the expenditure
The finance committee has been re-
He
Member
8/18/86
234
of the $50,000 in the same manner as it controls other public funds.
Mr. Maetzold commented that the Centennial really is a City function and that
the Edina Centennial Commission is a commision of the City.
it was informally agreed to act upon the Centennial budget request when the Council
considers the draft 1987 Budget in September.
In response
Following discussion,
MANAGER'S RESPONSE TO MANAGERMENT AUDIT COMMITTEE REPORT GIVEN. Manager Rosland
stated that following the Strategic Planning session of July 14, he has reviewed
the Management Audit Committee's Report. He outlined recommendations which have
been completed or are underway regarding Strategic Planning, Finance, Operations
and Personnel; recommendations which should be implemented; recommendations
relating to Strategic Planning issues and recommendations with which staff dis-
agrees.
outlined in the August 18, 1986 memorandum be referred to the committee for their
response.
suggestion and would report back on the subject.
I .
Member Bredesen suggested that these comments and recommendations as
Mr. Rosland said he would contact the chairman with the Co&cil's
No formal action was taken.
REPORT GIVEN ON MINNEHAHA CREEK WATERSHED DISTRICT AND FLOODING PROBLEMS. Engineer
Hoffman reported that engineers and staff from the cities downstream of Minnehaha
Creek, together with a council member from Minneapolis, had met on August 5, 1986
to discuss a united effort to appear before the Watershed District Board and ask
it to be more cognizant of downstream concerns. They have determined that there
are approximately 8 to 10 homes downstream that have the potential for flooding
resulting in structural problems to the buildings. It was the consensus of the
engineers that the communities should unite to request the Board to review their
policy as it relates to those homes and work with the communities to provide flood
protection in some form through a joint effort. The purpose of the joint effort
would be to develop a design that would protect homes along the creek and to
look at funding options to provide that protection which would possibly include
some assessment to property owners. Mr. Hoffman recommended that the Council
adopt a resolution asking the Board to review the information and request their
participation in flood protection for those homes. Member Kelly was asked to
attend the August 21 Board Meeting with Mr. Hoffman when the cities would present
their request. Margaret Francis, 4609 Cascade Lane, reiterated her request that
something be done this Fall so that their home would not be flooded again next
Spring. Sharon Libby, 4612 Cascade Lane, said that they had incurred considerable
expense already in repairing a retaining wall that had been damaged by flooding
and questioned additional cpst of a special assessment. Mayor Pro-Tem Richards
suggested that Mrs. Francis and Mrs. Libby also attend the Board meeting to give
their input.
adoption:
BE IT RESOLVED by the City Council of Edina, Minnesota, that it hereby supports
a joint effort by the Minnehaha Creek Watershed District and the downstream
communities, including Edina, to provide design and funding to protect homes
along Minnehaha Creek from flooding.
Motion for adoption of the resolution was seconded by Member Turner.
.
I
Member Kelly then introduced the following resolution and moved
RESOLUTION
Rollcall :
Ayes: Bredesen, Kelly, Richards, Turner
-Resolution adopted.
REVISED FINAL PLAN FOR FRANCE AVENUE IMPROVEMENT APPROVED.
explained that there were some minor changes to the final plan for the France
Avenue Improvement to include traffic signal modernization and.that a resolution
approving the revised plan is recommended.
resolution and moved adoption:
RESOLUTION
WHEREAS, the planned reconstruction of France Avenue from West 49 1/2 Street to
Excelsior Boulevard is a cooperative project involving the Minnesota Department
of Transportation, Hennepin County and the cities of Minneapolis, St. Louis Park
and Edina; and
WHEREAS, the Construction Plan for Widening and Paving France Avenue South,
S.P. No. 2728-49, S.A.P. NO. 120-010-02, 141-010-09, showing proposed alignment,
profiles, grades, and cross sections has been prepared and presented to the City;
and traffic signal modernization identified as S.A.P. 120-140-02 and S.A.P. 120-
010-03;
NOW, THEREFORE, IT IS RESOLVED, That said Plan be in all things approved.
Motion for adoption of the resolution was seconded by Member Bredesen.
Engineer Hoffman
Member Turner introduced the following
Rollcall :
Ayes: Bredesen, Kelly, Richards, Turner
Resolution adopted.
REVISED 1986 CAPITAL BUDGET APPROVED.
1986 Capital Budget has been presented to the Council at its last meeting for
review.
Manager Rosland recalled that a revised
The revised budget shows an adjustment from $3,665,000 down to a total
81181 86
235
of $2,958,000.
would be additional funds to use for capital improvements.
indicated that State Aid funding will be less next year because of cutbacks
.that have occured and because the motor vehicle excise tax was not transferred.
Member Turner made a motion to approve the 1986 Revised Capital Budget as
presented. Motion was seconded by Member Kelly.
Member Turner asked if that would mean that in 1987 there
Engineer Hoffman
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
Following discussion, it was informally agreed to delay action of the proposed
Nine Year Capital Plan until the 1987 Budget hearings.
1987 BUDGET HEARING DATES SET. Motion of Member Bredesen was seconded by Member
Kelly setting the following 1987 Budget hearing dates: September 9, 7:30 a.m.
to 9:30 a.m., September 12, 7:30 a.m. to 9:30 a.m. and September 15, 7:OO p.m.
Ayes: Bredesen, Kelly, Richards, Turner
Motion carried.
PICNIC TO HONOR PAT GREER NOTED. Member Kelly reminded the Council Members that
Pat Greer is retiring from the position as co-director of the Edina Art Center
and that a picnic has been planned in appreciation for her many years of service
to the Art Center. The event will be held on August 20 at 5:OO p.m. at the Art
Center.
ATTENDANCE AT MEETING.OF SHHSC NOTED. 'Member Kelly said she was very pleased by
the attendance from Edina at a recent meeting of the South Hennepin Human Services
Council and that those citizens serving on the council are doing an excellent job.
LETTER TO RESIDENTS ON CIRCLE WEST APPRECIATED. Member Kelly thanked the staff
for the letter that was recently sent to residents on Circle West who have been
concerned about the flooding in that area.
PLANNING STAFF COMMENDED FOR WORK ON COMPREHENSIVE PLAN AMENDMENTS. Member Turner
commended Planner Craig Larsen and his staff for the time and effort spent in
drafting the proposed amendments to the Comprehensive Plan which were presented
at this meeting, in particular the information on the Transportation Element.
MEMBER TURNER NOMINATED FOR TRANSPORTATION ADVISORY BOARD.
the Council's attention to the fact that ten positions on the Transportation
Advisory Board (TAB) are reserved for municipal elected officials and that the
Member Turner called
recent &I bulletin asked for nominations to be submitted
Motion of Member Bredesen was seconded by Member Kelly to
Member Turner in nomination to the TAB.
Ayes: Bredesen, Kelly, Richards, Turner
,Motion carried.
Mayor Pro-Tem Richards asked that staff draft a letter of
Mayor's signature to send to the AMM prior to.August 27.
no later than August 27.
submit the name of
nomination for the
INTERLACHEN BOULEVARD IMPROVEMENTS NOTED. Member Turner asked what work the
county is proposing to do on Interlachen Boulevard.. Engineer Hoffman explained
that the county is going to overlay the roadway and where feasible the road will
be widened on the north side to provide space for walkers and joggers.
work should be completed within the next three weeks.
The
BIKE SAFETY PROGRAM LEADER COMMENDED. Member Bredesen commented that his sons
recently had been in attendance in the Bike Safety class and commended the leader
for doing a good job in presenting an effective message.
50TH STREET IMPROVEMENT REPORTED ON SCHEDULE.
Richards, Engineer Hoffman said that the improvements to West 50th Street are
In response to Mayor Pro-Tem
on schedule and the target date for re-opening the street is Labor Day weekend.
PROPOSED RELOCATION OF EDINA HISTORICAL SOCIETY TO ARNESON PARK TO BE STUDIED
BY PARK BOARD.
working with the Edina Garden Council regarding the proposed relocation of the
Historical Society to the Arneson Park building and that this matter will be
presented to the Park Board for their recommendation and referral to the Council
later this Fall.
Manager Rosland said that the Edina Historical Society has been
METROPOLITAN COUNCIL'S ESTIMATE OF EDINA POPULATION NOTED.
referred to the Metropolitan Council's 1986 population and household estimates,
noting that Edina's population is up slightly for a total of 45,523. No action
was taken.
Manager Rosland
RESOLUTION ADOPTED BANNING PARKING ON GLEASON ROAD FROM BALDER LANE TO CHEROKEE
TRAIL. Engineer Hoffman explained that in connection with the sidewalk improve-
8/18/86
236
ment for Gleason Road approved earlier in the meeting, a no parking resolution
would be required for the one block between Balder Lane and Cherokee Trail to
meet State Aid requirements.
to affected property owners regarding the proposed parking ban. Mayor Pro-Tem
Richards suggested that the resolution could be adopted now and that Mr. Hoffman
be instructed to contact the affected residents so that they could come before
the Council on September 8 with any objections. Member Bredesen then introduced
the following resolution and moved adoption:
The question arose as to whether notice was given
RESOLUTION RELATING TO PARKING RESTRICTIONS ON
S.A.P. 120-148-03 FROM VALLEY VIEW ROAD TO CHEROREE TRAIL
IN THE CITY OF EDINA, MINNESOTA
THIS RESOLUTION, passed this 18th day of August, 1986 by the City of Edina in
Hennepin County, Minnesota.
called the "City", WITNESSETH:
WHEREAS, the "City" has planned the improvement of MSAS 148 (Gleason Road) from
Valley View Road to Cherokee Trail;
WHEREAS, the "City" will be expending Municipal State Aid Funds on the improve-
ment of this street, and
TmREAS, this improvement does not provide adequate width for parking on both
sides of the street approval of the proposed construction as a Municipal State
Aid Street project must therefore be conditioned upon certain parking restrict-
ions, and
WHEREAS, the extent of these restrictions that- would be necessary prerequisire
to the approval of this construction as a Nunicipal State Aid project in the
"City", has been determined;
NOW, THEREFORE, IT IS HEREBY RESOLVED: That the "City" shall ban the parking
of motor vehicles on both sides of MSAS 148 (Gleason Road) from Balder Lane to
Cherokee Trail at all times.
Motion for adoption of the resolution was seconded by Member Kelly.
The Municipal corporation shall hereinafter be
Rollcall :
Ayes: Bredesen, Kelly, Richards, Turner
Resolution adopted.
CLAIMS PAID.
of the following claims as per pre-list of 8/18/86:
Art Center $1,118.84, Swimming Pool Fund $6,914.20, Golf Course Fund $25,173.00,
Recreation Center Fund $7,932.27, Gun Range Fund $635.55, Edinborough Park
$195.56, Utility Fund $39,453.95, Liquor Dispensary Fund $125,308.57, Con-
struction Fund $680,923.30, .IMP Bond Redemption #2 $535.73, Total $1,192,138.48;
and for confirmation of payment of the following claims dated 7.31.86: General
Fund $389,386.64, Art Center $812.42, Swimming Pool Fund $3,715.16, Golf Course
Fund $13,551.40, Recreation Center Fund $2,014.97, Gun Range Fund $281.07,
Utility Fund $13,213.03, Liquor Dispensary Fund $290,843.72, Construction Fund
$118,158.35, IMP Bond Redemption 112 $125.00, Total $832,101.76.
Motion of Member Kelly was seconded by Member Turner for payment
General Fund $303,947.51,
Ayes: Bredesen, Kelly, Richards, Turner
Resolution adopted.
Mayor Pro-Tem Richards then relinquished the chair to Member Turner for the last
agenda item and excused himself from the meeting.
RESOLUTION ADOPTED GIVING FINAL APPROVAL TO TRANSFER OF CONTROLLING INTEREST IN
CITY'S CABLE TELEVISION FRANCHISE.
had held a public hearing on May 5, 1986 and had at that time given preliminary
Manager Rosland recalled that the Council
approval to a change of ownership and refinancing plan for Rogers Cablesystems
of Minnesota.
.Suburban Cable Commission (SWSCC) has reviewed all documentation for the change
Member Bredesen introduced the following resolution and moved adoption:
He said that the refinancing is now in place and the Southwest
. of ownership and refinancing and recommends approval. No coniment being heard,
RESOLUTION GIVING FINAL APPROVAL
TO A TRANSFER OF CONTROLLING INTEREST
IN CITY'S CABLE TELEVISION FRANCHISE
WHEREAS, The City of Edina, Minnesota, ("City") has granted a cable television
franchise (the "Franchise") to Rogers Cablesystems of Minnesota Limited Partner-
ship (the "Grantee") pursuant to City's cable communications ordinance (the
"Franchise Ordinance") ; and
WHEREAS, City has also adopted an ordinance (the "Relief Ordinance") intended
to provide financial relief to Grantee by providing for a modification of Grantee's
obligations for a period of time in order to permit refinancing of Grantee's long-
term debt and to enhance its financial viability; and
WHEREAS, Grantee has now proposed a refinancing plan, as contemplated by the
Franchise Ordinance and the Relief Ordinance and seeks approval of such plan; and
WHEREAS, the Southwest Suburban Cable Commission (hereinafter SWSCC) has adopted
a Resolution, a copy of which is incorporated herein and made part hereof,
recommending approval of the transfer of controlling interest in Grantee, approval
of Grantee refinancing its long-term debt, and recommending approval of the
extension of the Franchise Ordinance term; and
I
I
8/18/86
Ln I: rn a
237
WHEREAS, the Resolution of the SWSCC recommends compliance by Grantee of certain
conditions; and
WHEREAS, it is intended that this Resolution will serve to approve the refinancing
plan of Grantee that includes first, with the adoption of this Resolution, the
approval of the transfer of controlling interest in Grantee, and second, based on
the transfer of the controlling interest in Grantee and refinancing according to
an amendment to a Loan Agreement, an opportunity for improving the financial
operating condition of Grantee;
WHEREAS, Rogers Cablesystems of the Southwest, Inc., formerly Rogers Cablesystems
of Minnesota, Inc. ("RCSI") is the general partner of Grantee and is a wholly-owned
subsidiary of Rogers U.S. Cablesystems, Inc. ("RUSCI"); and
WHEREAS, the proposed transfer of controlling interest calls for a change in owner-
ship of Grantee's general partner through transfer of the ownership of the shares
of RCSI from RUSCI to Rogers American Cable Corp. ("RACC"), a wholly-owned subsi-
diary of Rogers Cablesystems of America, Inc., ("RCA"); and
WHEREAS, RCSI and Grantee have represented to the SWSCC, which acts on behalf of
the City on certain matters related to cable television, that in conjunction with
the proposed transfer of controlling interest in Grantee, RACC will make use of
its line of credit from time to time as necessary to provide funds to Grantee to
meet operating expenses and debt service payments and RCA will also guarantee per-
formance of Grantee's under the Franchise Ordinance and Relief Ordinance; and
WHEREAS, it has been represented by Grantee to SWSCC that such transfer of stock
ownership of RCSI will strengthen the financial position of RCSI and will facilitate
the refinancing of Grantee s long-term debt ; and
WHEREAS, SWSCC has engaged the firm of Touche ROSS, certified public accountants,
to review this proposed transfer of stock ownership of RCSI and the proposed
refinancing; and
WHEREAS, Touche Ro:s has made a report to SWSCC indicating that it has reviewed
financial material provided to it by RCA and has found that its financial condition
is healthier than that of RUSCI; and
WHEREAS, simultaneous with the transfer of controlling interest in Grantee to RACC,
an offer was made to the individual limited partners in Grantee to acquire their
interest, with limited partners holding approximately sixty percent (60%) of the
units agreeing to the sale; RACC has assigned its right to purchase these units
to RCSI; and
WHEUAS, Minnesota Statutes Section 238.083, and Article XI1 of the Franchise
Ordinance, require City approval of any transfer of controlling interest of
Grantee; and
WHEREAS, it appears that Ehe proposed transfer of controlling interest will not
adversely affect the Grantee's subscribers; and
WHEREAS, it appears that the proposed transfer of controlling interest is likely
to benefit Grantee and may, in turn, permit Grantee to provide better service to
its subscribers than it would otherwise be able to provide.
WHEREAS, City finds that Grantee has complied with the conditions imposed in a
Preliminary Resolution passed by City and dated May 5, 1986,
WHEREAS, the City considered the transfer of controlling interest request at its
meeting on August 18, 1986, reviewed the Resolution and recommendation of the
SWSCC and the presentation from its staff, discussed the requests with represen-
tatives of Grantee, and considered all of the reports and information presented
to it at its meeting and finds, based on the foregoing; that
law regarding the consideration of a cable communications system franchise
transfer of controlling interest and the approval of the refinancing have been
complied with;
The proposed transfer of controlling interest and refinancing would be in
the public interest as contemplated under the Franchise and that the transferee
has demonstrated that the transfer of controlling interest will enable the
transferee to finance the cable communications system in a more efficient manner
that currently existing, thereby eliminating potential financial pressure and
cash flow problems on the systems and on future subscriber rates;
As part of the transfer of controlling interest request and approval of it,
the City has relied upon SWSCC's financial consultant representations that by
having assurances from the parent organizations of Grantee the financial strength
of the cable communications system will be improved; and, in reliance upon this,
City has requested Grantee to secure approval from the parent organizatons to
execute an Agreement of Joint and Several Liability, to be executed by Rogers
Cablesystems, Inc., a Canadian corporation, ("Canadian"), RCA and RACC; and .
With the completion of the refinancing as contemplated by the Amendment
to Loan Agreement, the provision of Article 11, Section 4 of the Franchise
Ordinances of the Members Cities will be satisfied, and upon execution of an
Agreement between Grantee and each City acknowledging the completion of refinancing
and payment of the "Existing Indebtedness", as described in Article 11, Section 4,
the Franchise Ordinance will be extended by four (4) years;
The terms of the refinancing and the transfer of controlling interest
should be approved effective July 31, 1986, and finds that provisions of Article XII,
A. All procedural requirements set forth in the Franchise and Minnesota state
B.
C.
D.
E.
8/18/86
238
Section 1 of the Franchise Ordinance and Section 238.083 of the Minnesota
Statutes are complied with and the terms of the refinancing and transfer
of controlling interest are acceptable.
WHEREAS, City will authorize STJSCC to file with the Commissioner of Commerce,
as required under Minnesota law, the necessary documentation reflecting the
process involved in the approval of the transfer of controlling interest in
Grantee and the agreements executed between the parties.
NOW, THEREFORE, BE IT RESOLVED that City hereby approves of the transfer of the
controlling interest in Grantee and the acquisition of the limited partner-
ship units by RCSI, subject to the following conditions:
stantially in form and substance in conformance with the Resolutions presented
to SWSCC and attached to the SWSCC Resolution, from RUSCI, RACC, RCA and RCSI
and attorney's opinion in a form acceptable to City, and compliance with all
requirements of Article XIV, Section 2 of the Franchise Ordinance;
2. Execution by Grantee, and its parent corporation, of all necessary
documents including an Acceptance, a Joint and Several Liability Agreement
in form and substance acceptable to City and a Certification that all require-
ments of Article XIV, Section 2 have been complied with.
Receipt by SWSCC of authority from Grantee to file with the Commissioner
of Commerce the information relating to the transfer of controlling interest
and refinancing and extension of term of Franchise Ordinance together with
the authority from each Member City for SWSCC-to do this filing.
Upon refinancing being completed Grantee will execute an Agreement
together with City that will acknowledge that the refinancing, effective
July 31, 1986, is complete and satisfactory according to the terms of Article 11,
Section 4 of the Franchise Ordinance and that th& Franchise Ordinance term is
extended by four (4) years.
as may be required with the Minnesota Commerce Department under Section 238.085
of Minnesota Statutes.
Grantee will pay the reasonable costs and disbursements of the SWSCC
and its Member Cities directly related to the review and approval of its
refinancing plan and the transfer of controlling interest approved by this
Resolution.
Passed and adopted this 18th day of August, 1986, by the City of Ed
1. Receipt from Grantee of final signed Resolutions, which will be sub-
3.
4.
5. The SWSCC is hereby authorized on behalf of City to make said filings
6.
CITY OF
ATTEST : BY 1
Its: Acting'Mayor %A% L2.d-
City Clerk
Motion for adoption of the resolution was seconded by Member Kelly.
Rollcall :
Ayes: Bredesen, Kelly, Turner
Resolution adopted.
There being no further business on the agenda, the meeting was adjourned by
motion of Member Kelly, seconded by Member Bredesen. Motion carried.
-%A 3. D&
City Clerk