HomeMy WebLinkAbout19890320_regular78 MINUTES
OF THE REGULAR MEXTING OF THE
EDINA CITY COUNCIL HELD AT CITP HAIL
MARCH 20, 1989
The meeting was called to order by Mayor Richards at 7:OO p.m.
ROILCALL Answering rollcall were Members Kelly, Paulus, Rice, Smith and Richards.
RESOLUTION OF COMMENDATION ADOPTED FOR EDINA HIGH SCHOOL HOCKEY TEAM Mayor
Richards moved the following resolution of commendation which was adopted
unanimously:
RESOLUTION OF COMMENDATION
EDINA HIGH SCHOOL 1988-89 HOCKEY !l!E&K
WHEREAS, the Edina High School 1988-89 Hockey Team were Lake Conference Champions,
Section VI Champions and Consolation Champions in the State Tournament; and
WHEREAS, success has come to the members of the team because of their
extra-ordinary ability, hours of practice, and leadership of their coaches; and
WHEREAS, as representatives of the City of Edina, the members of the team
exemplified the highest standards of athletic proficiency and good sportsmanship;
NOV, THEREFORE, BE IT RESOLVED by the Edina City Council that sincere
congratulations be extended to members of the team: Matt Bertram, Greg Chapman,
Jay Chapman, Matt Cronin, Chris Garvin, Chad Hardie, Mike Hiniker, Josh Hoekstra,
Chris Justice, Nick Kennedy, Chad Lindell, Chris Lindell, J. Lindsay, Tom Nevers,
John Peterson, Dan Plante, Noel Rahn, Mike Shaffer, Mike Tervilliger, Chad
VanderTop, Chris Hall, Eric Merchant, and Jeff Sorem, and to their coaches Willard
Ikola, Bart Iarson and Robert O'Connor.
BE IT FURTHER RESOLVED that this resolution be recorded in the Minutes of the
Edina City Council and that copies be given to members of the team.
ADOPTED this 20th day of March, 1989.
CONSENT AGENDA ITEMS ADOPTED
Member Rice to approve and adopt the consent agenda items as presented, with the
exception of the removal of item XI.B.
Motion vas made by Member Smith and vas seconded by
Rollcall :
Motion carried.
. Ayes: Kelly, Paulus, Rice, Smith, Richards
*MINUTES OF THE REGULAR MEETINGS OF DECEMBER 5 AND 19, SPECIAL MEETINGS OF
DECEPIBW 5 AND 13 AND YEAR-END MEETING OF DECEMBER 19. 1988 APPROVED Motion vas
made by Member Smith and vas seconded by Member Rice to approve the minutes of the
regular meetings of December 5 and 19, special meetings of December 5 and 13 and
year-end meeting of December 19, 1988.
Motion carried on rollcall vote, five ayes.
._ *PUBLIC HEBRRJG ON SIDEVAT3C IWPROVEMENT NO. S-46 (XERXES AVENUE) CONTINUED TO
APRIL 3. 1989
continue the public hearing on Sidewalk Improvement No. S-46 (Xerxes Avenue from
U. 60th Street to U. 62nd Street) to April 3, 1989.
Motion vas made by Member Smith and vas seconded by Member Rice to
Motion carried on rollcall vote, five ayes.
FINAL PLAT APPROVED FOR FAIRVIES SOUTHDALE ADDITION Affidavits of Notice were
presented by Clerk, approved and ordered placed on file. Planner Craig Larsen
presented the request for final plat approval for Fairview Southdale Addition,
generally located east of France Avenue and north of West 65th Street.
that this a non-residential subdivision and therefore is not subject to the
subdivision moratorium.
complex. Lot 1 would include the hospital, the power plant and all parking and
common areas; Lot 2 would accommodate the building pad for the proposed medical
office building.
He stated
The plat would create two lots at the Fairview-Southdale
3/20/89 79
.The Council granted preliminary plat approval on February 21, 1989. The Board
Appeals on March 2, 1989 granted the necessary variances to allow construction
the new medical office building.
of
of
In June of 1987, the Council approved plans for the new medical building, subject
to certain conditions.
the hospital to pay a portion of the cost of signalizing 65th Street and Drew
Avenue. At this date, the hospital is presently reviewing the agreement which
would limit their participation to 25% of the cost.
agreement will be executed shortly. Staff would recommend final plat approval
subject to receipt of the executed assessment agreement.
One of those conditions was an assessment agreement with
It is expected that the
In response to Member Kelly's concern that the agreement will actually be signed,
Planner Larsen said that a building permit will not be issued until the executed
agreement is received by the City. Member Kelly commented that her concern with
the traffic signal was to ensure that emergency vehicles could get to the hospital
with the growth and development on the subject property.
Member Smith made a motion to adopt the following resolution, subject to receipt
of an executed assessment agreement to pay a portion of the cost of signalizing
65th Street and Drew Avenue:
RESOLUTION APPROVING FINAL PLAT
FOR FAIRVIEW SOUTHDALE ADDITION
BE IT RESOLVED by the.City Council of the City of Edina, Minnesota, that that
certain plat entitled "FAIRVIEW SOUTHDALE ADDITION", platted by Fairview Hospital
and Healthcare Services, a Minnesota.corporation, and presented at the regular
meeting of the City Council of March 20, 1989, be and is hereby granted final plat
approval.
Motion for adoption of the resolution was seconded by Member Paulus.
Rollcall :
Ayes: Kelly, Paulus, Rice, Smith, Richards
Resolution adopted .
*HEARING DATE SET FOR YEBR XV CDBG PROGRAM
was seconded by Member Rice setting April 3, 1989 as hearing date for Year XV of
the Community Block Grant Program.
Motion carried on rollcall vote, five ayes.
Motion was made by Member Smith and
*BID AWARDED FOR ONE MILLION GALMN FLUTED COLUMN WATER TOWER
Member Smith and was seconded by Member Rice for award of bid for a one million
gallon fluted column water tower to recommended low bidder, Pitt-Des Moines, Inc.,
at $872,250.00.
Motion was made by
Motion carried on rollcall vote, five ayes.
*BID AWARDED FOR VAN VALKENBURG PARK RECREATION BUILDING Motion was made by
Member Smith and was seconded by Member Rice for award of bid for construction of
the Van Valkenburg Park Recreation Building to recommended low bidder, Engco
General Contractors, at $132,330.00.
Motion carried on rollcall vote, five ayes.
*BID AWARDED FOR VAN VALKENBURG PARK SOFTBAIL FIELD FENCING & BACKSTOPS Motion
was made by Member Smith and was seconded by Member Rice for award of bid for Van
Valkenburg Park softball field fencing and backstops to recommended low bidder,
Pinley Brothers Enterprises, at $37,332.91.
Motion carried on rollcall vote, five ayes.
TRAFFIC SAFETY COMMITTEE MINU!CES OF 3/14/89 APPROVED
of the following recommended action listed in Section A of the Traffic Safety
Committee Minutes of March 14, 1989:
Member Rice moved approval
3 120 I89
1) To install "STOP" sign on northbound Beard Avenue at the intersection of West
54th Street; to install "STOP" signs on east and west bound West Fuller Street at
Beard Avenue; to check the northwest quadrant of Drew Avenue and West Fuller
Street for possible clearview violations; to assign the Traffic Enforcement Unit
to this area to conduct speed enforcement activities and consider possible
advisory signing which might improve the situation;
2)
side of the service drive at Americana Bank to "ONE HOUR PARKING" to conform with
adjacent parking, and also to continue to allow parking on the north side of West
51st Street for the next 120 days;
and to acknowledge Sections B and C of the Minutes.
Motion to approve the minutes was seconded by Member Kelly.
To reduce the parking restrictions for the seven parking stalls on the west
Ayes: Kelly, Paulus, Rice, Smith, Richards
Motion carried.
MSP TNTERNBTIONAL AIRPORT EXPANSION STUDIES DISCUSSED: RESOLUTION OF SUPPORT .
ADOPTED Mayor Richards reviewed the letter dated March 13, 1989, that he had
received from Steven Quam, Mayor of the City Richfield, concerning airport issues
as a follow-up to the meeting of mayors of the Southwest sector.
of Bloomington and Richfield are considering a plan to supplement and
independently assess information developed in the Metropolitan Council Airport
Adequacy Task Force Study and in the Metropolitan Airports Commission (MAC) ten
year plan.
Their concern is the effort of some groups to conclude that a new airport is
desirable before the real impact of that action has been fairly investigated and
before the need has been clearly established.
quantify the economic costs to the south and west suburbs, and to the major
downtowns, of moving the airport to a distant site. Neither has there been a real
evaluation of costs to the state of providing the infrastructure to relocate the
airport. Also, the inconsistencies between the Metropolitan Council and the MAC
projections as to future capacity requirements and the investigation of MSP
potential expansion alternatives raises serious questions as to whether a new
airport will be required.
The City Council
, There has been no serious effort to .
Bloomington and Richfield have asked the City of Edina, together with other
municipalities, to consider helping to address these and other concerns enumerated
in the draft Request for Proposals. At the March 6th meeting of mayors there was
a consensus that the study would be most effective if it provided a balanced
analysis of the question of whether a new airport is necessary or even desirable.
That would be accomplished by coordinating existing data with new information
developed on questions that must be considered before a balanced evaluation can
made.
The City of Edina has been invited to participate in providing advice to develop
an effective study, to endorse same, and to provide financial participation as it
may feel is appropriate.
Member Paulus commented that the proposal as to financial participation is too
vague.
Richfield has agreed to pay $50,000 towards the study; Bloomington has adopted a
resolution of support but their vote for financial support was 4-3.
mayor has indicated that if other communities make financial commitments, they
would revisit the funding issue.
Member Rice observed that he felt everyone would like to get better information on
the airport issues.
for Proposal and was not sure that this was the way to get the information.
stated that the airport was very important, that he thought it was a good airport,
but that none of the Council were qualified to make a judgement on the airport
Mayor Richards explained that the estimated cost of the study is $100,000.
Bloomington's
However, he said he was somewhat disappointed in the Request
He
3/20/89
L :,. *
adequacy.
that he was uncomfortable with the proposal as presented because it in effect
asked for certain conclusions.
Proposal to see how they perceive it as to adequacy.
Mayor Richards commented that he felt the airport was important where it is from
the standpoint of the Edina community.
indicating to Richfield and Bloomington,that we feel that to be the case; that he
would support funding by Edina of $1,000-2,000 to assist in defraying the costs of
the study.
He said he was in favor of supporting our neighboring communities but
He suggested that staff review the Request for
He said he would support a resolution
'
I
Member Smith said that he felt the cities of Minneapolis and St. Paul should also
participate in the cost of the study if one of the issues is for the airport to
remain where it presently is.
the communities who will be most affected by the air traffic should also consider
the issues involved in expanding the present airport.
in.favor of what is being proposed.
He also said that if the airport is to remain, then
He stated that he was not --
Member Kelly made a motion that the Mayor write a letter to the City of Richfield
in support of the study and also express the Council's concerns about the airport
and the studies that have been done, that Edina would like to have input in the
Request for Proposal, and that the City of Edina is willing to participate without
specifying any amount of money. Motion was seconded by Member Smith.
Mayor Richards commented that there is a strong constituency in Minneapolis that
wants the airport to be relocated.
present location is important to Edina and that he hoped the Council would support
the proposal, including funding.
Debate followed as to the focus of the study, the adequacy of the Request for
Proposal, whether or not participation should be broadened to include other
municipalities, and staff's review of the document for clarification. It was
suggested that representatives of the cities of Richfield and Bloomington be asked
to make3 presentation to the Council on the proposal.
He said that he felt the airport at its ..
81
Mayor Richards then called the question on the motion.
Ayes: Kelly, Paulus, Rice, Smith
Nays : Richards
Motion carried.
UPDATE GIVEN ON PURCHASE OF WHITE OAKS MTS
update on the purchase of the White Oaks lots. On March 7, 1989, staff presented
a purchase agreement to Richard J. Andron and Andron, Inc., relative to the White
Oaks lots.
$16,600.00. On March 14 staff received a letter from Mr. Andron advising that
Andron, Inc. had entered into a contract to design and build a home on a portion
of the subject properties. Under the circumstances, Mr. Andron advised that it .
was not possible or feasible to consider the City's offer.
1989, staff received.an application for a building permit for a new single family
dwelling on the subject property.
Staff has done a preliminary review of the building permit application.
this review, it appears that the proposed dwelling does not comply with the
required front yard setback.
permit application for this property must be accompanied-by soils investigations
as well as engineering studies dealing with storm water drainage for the site.
The application was not accompanied by soils investigation or by the requested
engineering studies. Presumably, those would be generated and submitted if
requested by the City.
Assistant Manager Hughes gave an
The agreement proposed the City's purchase of both lots for
Also, on March 14,
Based on
Staff has previously requested that a building
82 3/ 20 / 89
Staff would requ st additional direction from the Council concerning the proposed
purchase of these lots.
does not comply with the Zoning Ordinance, it is conceivable that the plan could
be revised to comply with the setback requirements.
unsure if the poor soils conditions and the drainage concerns on the property
could be overcome.
the City issue a building permit for the property.
Cliff Code, 4704 Tomes Road, advised that the White Oaks Improvement Association
has sent out a solicitation letter to raise one-half of the $26,600.00 purchase
price offer which they expect to be able to accomplish. Mayor Richards explained
that Mr. Andron has indicated that he is not interested in the offer to purchase
the lots which was extended to him and has applied for a building permit for a new
single family dwelling on the property. Mr. Code reiterated the position of the
White Oaks residents that the property should be retained as a natural area.
Although Mr. Andron's present building permit application
At this point, staff is
If they can, Mr. Andron may be in the position to request that
Assuming the property is for sale, Mayor Richards asked if the White Oaks
residents had discussed the possibility of having to raise one-half of the price
paid by Mr. Andron for the property purported to be $75,000.
has been no conversation regarding that as they felt the assessed valuation
presumably was a fair valuation.
Mr. Code said there
Member Paulus said that it sounded like the White Oaks residents were asking the
City to not recognize the subject property as a legal, buildable lot. She asked
Mr. Code if they did not feel that the present owner was within his legal rights.
In response, Mr. Code said it has not been proven that a house can built there
because of the soil conditions and drainage problems.
legal opinion as to the property being a buildable lot if it can meet the
requirements of the Zoning Ordinance and the building department.
Erickson stated that it is an existing platted lot and if the owner can meet the
building code requirements and zoning requirements he can build on it.
Member Smith commented that the owner has applied for a building permit with some
deficiencies, that staff should respond to it in the normal fashion, and if the
owner cannot meet the requirements of the City's ordinances and codes so that the
house is buildable, then we are back to negotiating on a price for the property.
Member Rice asked why the City would ever want to buy the property if it turned
out to not be buildable because the ordinance and code requirements could not be
met.
of the City and a building permit is then issued, the Council may not see this
matter on the agenda again and that he wanted the Council to be aware that this
could occur.
Mayor Richards clarified that the only commitment made by the City to this point,
regarding the purchase of the subject property, was that the City was willing to
fund one-half of the purchase offer that was extended to the present owner.
Member Paulus said that she could not support the City's matching of funds to
purchase the property at the market value.
Following further discussion, it was informally agreed by the Council that staff
be directed to follow the normal process concerning applications for building
permits and to keep the Council advised.
INSURANCE RENEGTALS DISCUSSED
propose to follow the practice of the past several years with regard to insurance
renewals as outlined in a memorandum dated*March 17, 1989 from Ceil Smith,
Assistant to City Manager. Briefly, the method that the City has used to procure
insurance coverage has been to have various agents take the City's insurance
specifications into the insurance marketplace in order to secure premium
Member Paulus asked for a .
I Attorney
Manager Rosland clarified that if the builder can meet all the requirements
I *.I Manager Rosland advised the Council that staff would
3/20/89 83
quotations.
losses during past years to estimate potential premiums based on'the quotations.
A recommendation would then be presented to the Council for response by
authorizing the purchase of the insurance.
The premium quotations are then analyzed using the City's actual
The City has enjoyed an excellent relationship between the agents and the
companies.
and risk reduction.
costs.
Member Smith said that he felt the process was fine but that he would like to have
the individual agents and their relationships with the companies identified.
As a result, the City has had an active approach to insurance coverage
The benefit to the City has been a direct savings in premium
It was informally agreed by the Council that staff should proceed to obtain
quotations for the City's insurance renewals using the same procedure as was used
in the past several years and to keep the Council informed as to progress.
RJ3APPOI"TS TO HWITAGE PRESERVATION BOARD APPROVED Mayor Richards announced
that he would be reappointing the members of the Heritage Preservation Board whose
terms were up as of February 1.
the Council is aware of their need for someone to serve on the Board with
architectural expertise.
He added that the Board would be informed that
Motion was made by Member Smith for consent of the Mayor's reappointments to the
Heritage Preservation Board as follows: David Gepner, John Metil, Lois Wilder and
Donald Wray for terms to 2-1-91. Motion was seconded by Member Rice.
Ayes: Kelly, Paulus, Rice, Smith, Richards
Motion carried.
CITY/COUNTY/PROPERTY OWNER NEGOTIATIONS REGARDING MAVEI;LF. DRIVE APPROVED
Hoffman recalled that the Council on March 6, 1989 indicated a willingness to
vacate Mavelle Drive, subject to maintenance of a 24 foot public easement, with
additional landscaping on the west side of the property at 7010 France Avenue.
Also a concern of use was discussed with the property owner.'
The Planning staff has reviewed the ordinances and current conditions of the sites
at 7010 and 7100 France Avenue and has confirmed that the proposed uses are
permitted in the respective zones. The property owners have made it clear that no
additional covenants will be acceptable on the land as a result of these
negotiations.
cooperate on an agreement in which the reconstruction of the two sites, 7010 and
7100 France Avenue, would be the compensation given in exchange for the necessary
right of way for the reconstruction of France Avenue.
Engineer
Hennepin County has been contacted and verbally has committed to
Staff would recommend execution of an agreement with the following provisions:
1.
2.
3.
Property owners will grant appropriate highway easement for France
Avenue.
Property owners will provide appropriate landscaping on the west. side of
the properties at property owners' expense.
City will vacate a portion of Mavelle Drive to allow for restructuring of
parking on the vacated Mavelle Drive per plan presented.
variances are needed for the site plan. New plan will maintain a 24 foot
public easement from France Avenue to Sandell Avenue.
Hennepin County will agree to reimburse approprfate reconstruction costs
to meet the new site plan.
No additional
4.
Member Smith raised questions as to retaining an easement versus owning the public
roadway and who would be responsible for plowing and paving it.
stated that the City would maintain the roadway and plow it. If it were re-paved,
Engineer Hoffman
I
84 3/20/89
the cost would be assessed back to the benefited property owners.
Erickson clarified that the City would retain an easement for the public roadway;
that every street in town is platted and that by the platting the City obtains an
easement for a public street.
adjoining property owners.
Member Rice referred to the site plan and said he was concerned about the entrance
to the parking lot of the southerly property.
extent that staff can make a geometric change and make the two driveways work,
they will reconstruct that entrance to respond to the traffic safety issue.
Tim Keane, Larkin & Hoffman, representing the property owners, said he saw no .
problem with a minor reconfiguring of the parking lot entrance.
Member Rice also referred to the landscaping materials which the property owners
have agreed to furnish for the west property lines of 7010 and 7100 France Avenue
and asked if staff felt that was adequate to meet the concerns of the neighbors.
Engineer Hoffman responded that in staff's opinion what has been described is
adequate.
Mr. Keane, representing the property owners, apologized for the Gabberts' absence
and said he wanted to clarify the following points:
Attorney
I The underlying property is actually owned by the
Engineer Hoffman said that, to the
\
1. The plan and the need for the three party agreement is brought about by
Hennepin County's reconstruction of France Avenue.
happy with the status quo - the existing access and existing parking
arrangement.
They believe that the plan as presented by the City Engineer is a
creative solution and one that they support.
The letter submitted by the Gabberts clears up their commitment regarding
landscaping on the west property lines.
The property owners are not agreeing to pay for any reconstruction
costs for Mavelle Drive to accomplish the new site plan.
Gabberts would be
2.
3.
4.
Engineer Hoffman clarified that under the right of way negotiations Hennepin
County has agreed to pay for appropriate reconstruction costs on the France Avenue.
side and whatever side yard work is needed.
Mayor Richards asked Mr. Keane if he understood the zoning status of 7010 and 7100
France Avenue South as set out by the Planning Department'and that any change in
use in the future would have to meet the code requirements. Mr. Keane responded
that he understood and that they are not assuming vested rights for all PC-2
zoning uses for purposes of parking.
Member Smith moved adoption of the followi& resolution:
RESOLUTION
BE IT RESOLVED by the City Council of the City of Edina that it hereby authorizes
and directs the Mayor and Manager to execute the appropriate agreement vith
Hennepin County and the property owners of 7010 and 7100 France Avenue South which
includes :
1.
2.
3.
Property owners will grant appropriate highway easement for France
Avenue.
Property owners will provide appropriate landscaping on the west side of
the properties at property owners' expense.
City will vacate a portion of Mavelle Drive to allow for restructuring of
parking on the vacated Mavelle Drive per plan presented.
maintain a 24 foot public easement from France Avenue to Sandell Avenue.
Hennepin County will agree to reimburse appropriate reconstruction costs
to meet the new site plan. I New plan will
. 4.
Motion for adoption of the resolution was seconded by Member Paulus.
Rollcall :
3120189 85
Ayes: Kelly, Paulus, Rice, Smith, Richards
Resolution adopted . f ~ .t 'd , I,
*NEW UTILITP EBSEMENTS FOR 5017 AND 5033 VERNON AVENUE TO BE EXECUTED Motion was
made by Member Smith and was seconded by Member Rice for adoption of the following
resolution:
RESOLUTION AUTHORIZING EXECUTION OF NEW
UTILITY EBSEMENTS FOR 5017 AND 5033 VERNON Am
BE IT RESOLVED by the City Council of the City of Ed-, Minnesota, that it hereby
authorizes the Mayor and City Clerk to execute, on behalf of the City of Edina,
new utility easements for 5017 and 5033 Vernon Avenue.
Motion carried on rollcall vote, five ayes.
*RESOLUTION ADOPTED AUTHORIZING ELECTION AGREEMENT VITH INDEPENDENT SCHOOL
DISTRICT NO. 273
for adoption of the following resolution:
Motion was made by Member Smith and was seconded by Member Rice
RESOLUTION APPROVING ELECTION AGREJZMENT WITH
INDEPENDENT SCHOOL DISTRICT NO. 273
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, that it hereby
approves the election agreement with Independent School District No. 273 as
presented at the Council Meeting of March 20, 1989;
BE IT FURTHER RESOLVED that the Mayor and Manager are hereby directed and
authorized to execute the agreement on behalf of the City.
'
Motion carried on rollcall vote, five ayes.
*BEER LICENSE RENEWALS APPROVED
by Member Rice for approval of beer license renewals for the following
establishments: On-sale - Biltmore Bowl, Braemar Golf Course, Braemar Golf Dome,
Bravo! Italian Specialties, Corelli's Pizza & Pasta, Daytons Food Service, Edina
American Legion Post, Ediner Restaurant, Empress Restaurant, Good Earth
Restaurant, Jerrys Foods (also off-sale), Normandale Golf Course, Original Pancake
House, Pantry Restaurant, Southdale Bowl, Szechuan Star Restaurant, T J's Family
Restaurant, and The Lotus 111; Off-sale - Edina Superette, Holiday Stations, Inc.,
Kenny Markets, Red Owl Country Store, and SuperAmerica Station.
Motion was made by Member Smith and was seconded
Motion carried on rollcall vote, five ayes.
POTENT'IAL Hm) HOMES PROGRAW IN CITY DISCUSSED
recent meeting of SHHSC she had learned that Phil Dommer, Associate Planner, has
been working with the Cornerstone Advocacy Service who is trying to find HUD homes
for AFDC mothers in a program whereby they would become self-sufficient. Churches
would also be involved.
that it should go before the Human Relations Commission or the Planning Commission
before it was brought to the Council.
not know of a HUD home available in Edina.
Edina had committed to the program.
Planner Craig Larsen explained that at this point the program has only been talked
about at the staff level. Staff has attended several meetings on the program with
agencies such as HUD, Cornerstone, Simpson Church and their affiliates. Simpson
Church will place a homeless family in a HUD home for a year. Cornerstone has a
narrower emphasis on women and children.
far and that any misconceptions would be cleared up. ,
Manager Rosland said that he, too, would have some concerns about the project.
Staff will get more information on the program and will advise the Council.
ANNUAL MEETING FOR FRIENDS OF H.O.M.E. NOTED
that the first annual meeting for Friends of H.O.M.E. will be-held on March 22 at
Hillcrest United Methodist Church in Bloomington and that she would not be able to
attend.
Member Kelly mentioned that at a
Member Kelly said she thought it was a good idea, but
.She said she was surprised because she did
Also, SHHSC gave the impression that
He said no commitments have been made so
Member Kelly informed the Council
She said she would appreciate it if someone from the staff could go to
86 3/20/89
,
the meeting to show support.
that is of great benefit to the residents of Edina.
PUBLICITP FOR COUNGIL/ADVISORY BOARD & COMMISSION MEMBERS DISCUSSED Member Paulus
said that she felt an article should be placed in the Edina Sun-Current regarding
the Council/Advisory Board & Commissions Annual Dinner Meeting so that the general
public would be aware of those individuals serving as board/commission members.
She added that these people put in many hours at meetings in which recommendations
are made to the Council. Although the Council does a good job in thanking them
personally, she felt the community should be made aware of their contribution.and
commitment.
She said that she felt the H.O.M.E. program is one I
Member Paulus also said she was concerned about communication with the candidates
for boards and commissions who had not been appointed.
many good candidates and wanted to be sure they did not get discouraged because
there were so few openings.
been sent to those who were not selected stating that their applications would
remain on file to be considered when a vacancy does occur.
REPORT GIVEN ON TRAFFIC ENFORCEMENT ON HALIFAX AVENUE
the report of Captain Kleven concerning traffic enforcement on Halifax Avenue.
During the months of October, November and December, 1988 and January, 1989, the .
Traffic Enforcement Unit provided in excess of 25 hours of intense traffic
enforcement on Halifax Avenue. The report indicated that the compliance rate was
extremely high when compared to other residential streets in the community.
Traffic Enforcement Unit will again monitor the area during the month of April to
assure compliance as the fair weather seasons approaches.
She felt that there were
Member Kelly explained that in the past a letter has
Manager Rosland reviewed'
The
.
I XMC/AMM LEGISLATIVE CONPERENCE NOTED
attention to the LMC/AMM Legislative Conference to be held on March 29, 1989 at
the St. Paul Radisson. He advised that he will attend and asked the Council to
let his office know if they plan to attend so that reservations can be made.
Manager Rosland directed the Council's
. RESOLUTION ADOPTED RELATING TO $5.300.000 G.O. TAXABLE TAX INCREMENT BONDS. SWIES
1989: AWARDING SBLE. FIXING FORM AND DETAILS AND PROVIDING FOR EXECUTION AND
DELIVERY THEREOF AND SECmRITP THEREFOR
showing publication of the Notice of Bond Sale of $5,300,000 General Obligation
Taxable Tax Increment Bonds, Series 1989 of the City in a legal newspaper having
general circulation in the City, and in a daily or weekly periodical published in
a Minnesota city of the 'first class, which circulates throughout the state and
furnishes financial news as a part of its sewice, as required by law and as
directed by a resolution of the City Council adopted February 21, 1989. 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.
The City Manager reported that four sealed bids for the $5,300,000 General
Obligation Taxable Tax Increment Bonds, Series 1989 had been received prior to the
time designated in the Notice of Bond Sale for the opening of the bids.
to the Notice of Bond 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 : - Total Interest
Name of Bidder Rates Pr inc iDal - Rate
DAIN BOSWORTH, INC. 10.10-2003/04 10.2729%
The City Clerk presented affidavits
Pursuant
Interest Bid For Cost-Net Average
P I FIRST BANK N.A. MINNEAPOLIS 10.00-1995/02 $5,225,800.00 $8,623,277.08
NORWEST INVESTMENT SERVICES, 10.20-2005/06
INC . - 10.25-2007/09
._
PIPER JAFFRAY & HOPWOOD, INC.
3120189
.. .’
. . I . e,. .-
THE NORTHERN TRUST COMPANY
Allison-Williams Company
American National Bank
Miller Securities, Inc.
Smith, Barney, Harris Upham
& Co. Inc.
Robert W. Baird & Co., Inc.
Craig Hallum
Dougherty, Dawkins, Strand
& Yost, Inc.
John G. Kinnard
Marquette Bank Minneapolis,
M.H. Novick & Company, Inc.
Park Investment Corp.
Summit Investment Corp.
Juran &Moody, Inc.
St. Paul
N.A.
FIRST BOSTON CORPOKATIOM 10.00-1995/99 $5,212,760.75 $8,663,275.71
10.125-2000/03 10.3205%
10.25-2004/09
PRUDENTIAL-BACHE CAPITAL 10.20-1995/98 $5,210,430.00 $8,751,378.33
SHEARSON LEHMAN HUTTON INC. 10.30-2003/06
DEAN WITTER REYNOLDS INC. 10.35-2007/09
FUNDING 10.25-1999/02 10.4255%
CLAYTON BROWN &ASSOCIATES io. 25-1995/99 $5,220.500.00 $8,772,151.01
INC . 10.30-2000/02 10.4502%
10.35-2003/05
10.375-2006/09
Member Smith introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $5,300,000 GENERAL
OBLIGATION TAXABLE TAX INCREMEXC BONDS, SERIES 1989;
FOR THE EXECUTION THEREOF AND !CHE SECURITY THEREFOR
AWARDING THE SALE, FIXING !CHE FORM AND DETAILS AND PROVIDING
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the City), as
follows :
Section 1. Recitals: Authorization and Sale of Bonds.
1.01. Authorization. Pursuant to the provisions of Minnesota Statutes,
Section 469.178 and Minnesota Statutes, Chapter 475, the City Council of the City
has authorized the issuance and sale of its General Obligation Tax Increment
Taxable Bonds, Series 1989 (the Bonds) in the principal amount of $5,300,000 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 Southeast Edina Redevelopment Plan (the Plan), previously established by
the Housing and Redevelopment Authority in and for the City of Edina (the
Authority) and approved by the City.
represents interest as provided in Minnesota Statutes, Section 475.56. The
Authority has established two tax increment financing districts in the area
subject to the Plan, which districts have been designated by Hennepin County as
No. 1201 and No. 1203 (the Districts).
Sale of Bonds.
required by Minnesota Statutes, Section 475.60. Pursuant to the Notice of Bond
Sale and the Terms and Conditions of Sale, four sealed bids for the purchase of
the Bonds were received at or before the time specified for receipt of bids.
bids have been opened and publicly read and considered, and the purchase price,
interest rates and net interest cost under the terms of each bid have been
$90,000 of the principal amount of the Bonds
1.02. Notice of the sale of the Bonds was duly published as
The
88 3120189
determined. The most favorable proposal received is that of First Bank National
Association, of Minneapolis, Minnesota, and associates (the Purchaser), to
purchase the Bonds at a price of $5,225,800, plus accrued interest from the date
of the Bonds to the date of delivery thereof, the Bonds to bear interest at the
rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor
and the City Manager are hereby authorized and directed to execute a contract on
the part of the City for the sale of the Bonds with the Purchaser.
checks of the unsuccessful bidders shall be returned forthwith.
1.03. Performance of Requirements. All acts, conditions and things vhich
are 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 valid issuance of the
Bonds having been done, existing, having happened and having been performed, it is
nov necessary for this Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthvith.
1.04. Maturities. Pursuant to Minnesota Statutes, Section 475.54,
subdivision 17, this Council hereby estimates that the tax increment from the
Districts pledged herein to the payment of the Bonds are sufficient to pay vhen
due the principal of and interest on the Bonds.
I
The good faith
Section 2. Form of Bonds.
2.01. Bond Form. The Bonds shall be prepared in substantially the following
form:
[Face of the Bonds]
’ UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION TAXABLE TAX INCREMENT BOND
SERIES 1989
No. $-
Rate Maturity Original Issue cusrp Date of
REGISTERED OWNER:
PRINCIPAL AMOUNT:
April 1, 1989
SEE REVERSE
FOR CERTAIN
DEFINITIONS
DOLLARS
THE CITY OF EDINA, Hennepin County, Minnesota (the
City), acknowledges itself to be indebted and, for value received, hereby promises to pay to the registered owner named
above, or registered assigns, the principal amount specified
above, on the maturity date specified above, with interest
thereon from the date of original issue specified above, or the
most recent interest payment date to which interest has been
paid or duly provided for, at the annual rate specified above.
Interest hereon is payable on February 1 and August 1 in each
year, commencing August 1, 1989, to the person in whose name
this Bond is registered at the close of business on the 15th
day (whether or not a business day) of the immediately
preceding month, all subject to the provisions referred to
herein with respect to the redemption of the principal of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof at the principal office of
the Bond Registrar hereafter designated, the principal hereof,
are payable in lawful money of the United States of America by
check or draft of First Trust National Association, in
St. Paul, Minnesota, a$ Bond Registrar, Transfer Agent and
Paying Agent (the Bond Registrar), or its successor designated
under the Resolution described herein.
Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth hereon.
I
3 / 20 / 89 89
This Bond shall not be valid or hsecome obligatory for.
any purpose or be entitled to any secnrity or benefit under the
Resolution until the Certificate of A~athemkicatiorr hereon shall
have been executed by the Bond Registrar by mantra1 signature of
one of its authorized representatives,
IN WITNESS WHEREOF, the City of Edina, Hennepfn
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.
(Facsimile Signature)
City Manager
(Facsimile Signature)
Ma yo r
(Facsimile Seal)
Date of Authentication:
CERTIFICATE OF AUTHENTICATION
This is one
Resolution mentioned
of the Bonds delivered pursuant to the
within.
FIRST TRUST NATIONAL ASSOCIATION,
as Bond Registrar
BY Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate
principal amount of $5,300,000 (the "Bonds"), issued pursuant
to a resolution adopted by the City Council on March 20, 1989
(the "Resolution") to pay the capital and administrative costs
of a redevelopment project to be undertaken in accordance with
the Southeast Edina Redevelopment Plan (the "Redevelopment
Plan") of the Housing and Redevelopment Authority of Edina,
Minnesota (the "Authority"), which Redevelopment Plan covers
certain property located in the City. This Bond 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 469.178 and
Chapter 475. The Bonds are payable primarily from tax
increments to be derived by the City from two tax increment
financing districts established by the Authority in the area
subject to the Redevelopment Plan (the'"Districts") which have
been pledged to the payment of the Bonds by the Resolution. 'In
addition, for the full and prompt payment of the principal and
interest on the Bonds as the same become due, the full faith,
credit and taxing power of the City have been and are irrevocably pledged. 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 1995 through 1998 are payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates in the years 1999 and later years 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 in $5,000 principal amounts selected by lot
within a maturity, on February 1, 1998 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
98 31 20 I89
.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. Official notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds so to be redeemed
shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such
date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease
to bear interest. 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
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 as so required; that prior to the issuance
hereof, the City has pledged and appropriated tax increments to be derived by the City from the Districts to a sinking fund
established for the payment of the Bonds; that, if necessary
for the payment of the principal and interest on the Bonds, the
City is required by law to levy ad valorem taxes upon all
taxable property within 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 Bond Registrar, duly executed by the registered owner or
The City and the Bond Regiszrar may deem and treat the
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..... (Minor) in common (Cust)
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
common (State)
under Uniform Gifts to
Minors
Act. ..................... (State)
!
Additional abbreviations may also be used.
3120189 .. 91
ASSIGNMENT
FOR VALUE RECEIVED, the undersisned 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:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
'/ /
NOTICE: The signatures to this
assignment must correspond with
the name as it appears upon the
face of the within Bond in every
particular, without alteration
or any change 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 substantially 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:
opinion 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.
We certify that the above is a full, true and correct copy of the legal
(Facsimile signature) (Facsimile signature)
Section 3.. Bond Terms. Execution and Delivery.
3.01. Maturities. Interest Rates. Denominations. Pavment. Dating of Bonds.
The City shall forthwith issue and deliver the Bonds, which shall be denominated
"General Obligation Taxable Tax Increment Bonds, Series 1989".
dated initially as of April 1, 1989, and shall be issuable in the denomination of
$5,000 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 April 1, 1989 until'paid or duly called for redemption at the
rates per annum shown opposite such years and amounts as follows:
City Manager Mayor I
The Bonds shall be
Year Amount Rate Year Amount Rate
1995 $125 , 000 10.00% 2003 $325 , 000 10.10%
1996 50,000 10.00 2004 375 , 000 10.10
1997 75,000 10.00 2005 375 , 000 10.20
1998 125 , 000 10.00 2006 400 , 000 10.20
1999 175 , 000 10.00 2007 700 , 000 10.25
2000 225 , 000 10.00 2008 875 , 000 10.25
2001 250 , 000 10.00 2009 950 , 000 10.25
2002 275 , 000 10.00
The Bonds shall be issuable only in fully registered form, of single maturities.
The interest thereon and, upon surrender of a Bond at the principal office of the
Registrar described herein, the principal amount thereof, shall be payable by
check or draft issued by the Registrar.
as of the date of its authentication.
3.02. Interest Pawent Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing August 1, 1989, 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.
Each Bond shall be dated by the Registrar
31 20 / 89 92
1
3.03. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Registrar).
registration and the rights and duties of the City and the Registrar vith respect
thereto shall be as follows:
The effect of
(a) Register. The Registrar shall keep at its principal corporate trust
office a bond register in vhich 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.
(b) Transfer of Bonds. Upon surrender to the Registrar 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, hovever, 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 nev
Bonds of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney duly authorized in writing.
(d) All Bonds surrendered upon any transfer or exchange shall
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.
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 effectual to
satisfy and discharge the liability of the City upon such Bond to the extent of
the sum or sums so paid.
(except for an exchange upon a partial redemption of a Bond), 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 Destroved 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 substitution 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
vith the Registrar of evidence satisfactory to it that such Bond vas lost,
stolen or destroyed, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount
satisfactory to it, in which both the City and the Registrar shall be named as
obligees.
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 nev Bond
(c)' Exchange of Bonds. Whenever any Bond is surrendered by the registered
Cancellation.
(e) Imp roDer or Unauthorized Transfer. When any Bond is presented to the ,
I The Registrar shall incur no liability for its
(f) Persons Deemed Owners.
.
(g) Taxes. Fees and Charges. For every transfer or exchange of Bonds
I All Bonds so surrendered to the Registrar shall be cancelled by it
3120189 .. 93
prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
3.04. Appointment of Initial Rezistrar. The City hereby appoints First
Trust National Association, of St. Paul, Minnesota, as the initial Registrar. The
Mayor and the City Manager are authorized to execute and deliver, on behalf of the
City, a contract with First Trust National Association, 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 performed. The City reserves 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. 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, as hereinafter defined, moneys sufficient for
the payment of all principal and interest then due on the Bonds.
Bonds maturing in the years 1995 through 1998 are payable
on their respective stated maturity dates without option of prior payment, but
Bonds maturing in 1999 and later years are each subject to redemption, at the
option of the City and 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, 1998 and on any interest payment date thereafter
at a price equal to the principal amount thereof to be redeemed plus accrued
interest to the date of redemption. At least thirty days prior to the date set
for redemption of any Bond, the City 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 notice of redemption shall specify the redemption date, redemption
price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed
and the place at which the Bonds are to be surrendered for payment, which is the
principal office of the Registrar.
given as aforesaid, the Bonds or portions thereof so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified
and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the City
shall also give, or cause to be given, notice of the redemption of any Bond or
Bonds or portions thereof at least 35 days before the redemption date by certified
mail or telecopy to the Purchaser and all registered securities depositories then
in the business of holding substantial amounts of obligations of the character of
the Bonds (such depositories now being The Depository Trust Company, of Garden
City, New York; Midwest Securities Trust Company, of Chicago, Illinois; Pacific
Securities Depository Trust Company, of San Francisco, California; and
Philadelphia Depository Trust Company, of Philadelphia, Pennsylvania) and one or
more national information services that disseminate information regarding
municipal bond redemptions; provided that any defect in or any failure to give any
notice of redemption prescribed by this paragraph shall not affect the validity of
the proceedings for the redemption of any Bond or portion thereof.
Bonds in a denomination larger than $5,000 may be redeemed in part in any
integral multiple of $5,000.
receive, upon surrender of such Bond to the Registrar, one or more new Bonds in
authorized denominations equal in principal amount to the unredeemed portion of
the Bond so surrendered.
3.05. Redemption.
I
Official notice of redemption having been
The owner of any Bond redeemed in part shall
94 3/20/89
3.06. Preparation and Deliverv. The Bonds shall be prepared under the
direction of the City Manager 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
corporation seal may be printed, engraved, or lithographed facsimiles thereof.
case any officer vhose signature, or a facslmile 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 certEicate 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.
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 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
I In
The executed certificate of authentication on each Bond shall be
special fund and designated on the books of the City as the "1989 Taxable Tax
Increment Bonds 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, pursuant to Section 4.02 hereof. Moneys on hand in
the Construction Fund from time to time shall be used solely to pay capital and
administrative costs of the Authority and the City in connection with the Project
as set forth in the Plan.
completion or termination of the Project and payment of all the costs thereof
shall be transferred to the Bond Fund or used to pay capital and administrative
. costs of the Authority and the City in connection with any other development
project undertaken pursuant to the Plan.
4.02. Bond Fund. A Bond Fund is hereby created, as a special fund and
designated on the books of the City as the 1989 Taxable Tax Increment Bonds Bond
Fund (the Bond Fund), to be held and administered by the City Finance Director
separate and apart from all other funds of the City.
interest on the Bonds to be issued at the same time as the Bonds to pay a portion
of the costs of the Project shall be payable from the Bond Fund.
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 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 and made payable therefrom, to finance
costs incurred by the City in accordance with the Plan in aid of the Project and
any other redevelopment project to be undertaken in accordance with the Plan.
City hereby irrevocably appropriates to the Bond Fund (a) the accrued interest on
the Bonds and any amount in excess of $5,210,000 bid for the Bonds and received
from the Purchaser upon delivery of the Bonds, (b) the tax increments derived from
the District designated by Hennepin County as No. 1203 received by the'City from
the Authority to pay the Bonds, (c) tax increment derived by the District
designated by Hennepin County as No. 1201 received by the City fromthe Authority
vhich are appropriated by the City to the Bond Fund fromthe Bond Fund established
by the City in connection with its General Obligation Bonds, Series 1981 pursuant
to Section 4.04 of a resolution adopted by the City Council on October 5, 1981
(the 1981 Bond Resolution), and (d) any other moneys appropriated or pledged by
the terms of this Resolution to the Bond Fund. The City expressly resemes the
.
I Any amounts remaining in the Construction Fund upon
The principal of and
So long as any
The
I
3120189 95
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 City pursuant io the Plan h connection with the Project 'and any
other projects to be undertaken in accordance with the Plan.
The full faith and credit and taxing
power of the City shall be and are hereby irrevocably pledged for the prompt and
full payment of the principal of and interest on the Bonds.
the tax increment from the Districts 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.
valorem taxes are now levied to pay the Bonds or the interest to come due thereon,
pursuant to Minnesota Statutes, Section 469.178, subdivision 2. If the money on
hand in the Bond Fund should at any time be insufficient to pay principal and
interest due on all bonds payable therefrom, such amounts shall 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 to be derived ,
from the District 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.
The City reserves the right to issue additional:
bonds payable from the Bond Fund and tax increments to be derived from the
Districts as may be required to finance costs of the Project not financed hereby
or to finance costs of other projects to be undertaken in accordance with the
Plan.
4.05. Additional Bonds Under 1981 Bond Resolution. Since the Bonds will be
payable in part from tax increment derived from the District designated by
Hennepin County as No. 1201, the Bonds constitute "additional bonds" payable from
the Bond Fund established by the 1981 Bond Resolution and are authorized to be
issued by Section 4.07 of the 1981 Bond Resolution.
authorized 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 from
the Districts from the Authority to the City to pay the bonds.
Defeasance.
this Section 5, all pledges, covenants and other rights granted by this resolution
to the holders of such Bonds shall cease, and such Bonds shall no longer be deemed
to be outstanding under this Resolution. The City may discharge its obligations
with respect to any Bond which is due on any date by irrevocably depositing with
the Registrar on or before that date a sum sufficient for the payment thereof in
full; or, if any Bond should not be paid when due, the City may nevertheless
discharge its obligations wLth respect thereto by depositing with the Registrar a
sum sufficient for the payment thereof in full with interest accrued to the date
of such deposit. The City may also discharge its obligations with respect to any
prepayable Bond according to its terms, by depositing with the Registrar on or
before that date a sum sufficient for the payment thereof in full provided that
notice of the redemption thereof has been duly given as provided in Section 3.05.
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
4.03. Full Faith and Credit Pledped.
It is estimated that I
Consequently, no ad
.
4.04. Additional Bonds.
4.06 Execution of Documents. The Mayor and City Manager are hereby
Section 5. When any Bond has been discharged as provided in
.
escrow agent for this purpose, cash or securities which are atxthorized by law to
be so deposited, bearing interest payable at such thes and at such rates and
maturing on such dates as shall be requked, withat reinvestment, to pay all
principal and interest to become due thereon to maturity, or if notice of-
96 3120189
redemption as herein required has been duly provided for, to such earlier
redemption date.
Section 6. Counm Auditor Reaistration. Certification of Proceedinas,
Aumaval of Official Statement, Authorization of Certain Pawents and Combination
of Maturities.
6.01. 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 the County Auditor 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,
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. Official Statement. The Official Statement relating to the Bonds,
dated March 6, 1989, prepared and distributed on behalf of the City by Public
Financial Systems Inc., is hereby approved. The officers of the City are hereby
authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
I Ccnmtv Auditor Reeristration.
6.02. The officers of the City and the County
Adopted by the City Council on March 20, 1989.
The motion for the adoption of the foregoing resolution was duly seconded by
Member Rice 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, whose signature was attested by the City Clerk.
RESOLUTION ADOPTED RELATING TO $8.425.000 G.O. TAX INCRJZlEWf BONDS. SERIES 1989;
AWARDING SALE. FIXING FORM AND DETAILS AND PROVIDING FOR EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR
publication of the Notice of Bond Sale of $8,$25,000 General Obligation Tax
Increment Bonds, Series 1989 of the City in a legal newspaper having general
circulation in the City, and in a daily or weekly periodical published in a
Minnesota city of the first class, which circulates throughout the state and
furnishes financial news.as a part of its service, as required by law and as .
directed by a resolution of the City Council adopted February 21, 1989. 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.
The City Manager reported that six sealed bids for the $8,425,000 General
Obligation Tax Increment Bonds, Series 1989 had been received prior to the time
designated in the Notice of Bond Sale for the opening of the bids. Pursuant to
the Notice of Bond 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 :
Paulus, Rice, Smith, Richards
Kelly
The City Clerk presented affidavits showing
I .h
3/ 20 / 89
Name of Bidder
FIRST BANK N.A. MINNEAPOLIS
DAIN BOSWORTH INCORPORATED
NORWEST INVESTMENT SERVICES,
INC .
PIPER JAFFRAY & HOPWOOD, INC.
Allison-Williams Company
American National Bank
Cronin & Co., Inc.
Miller Securities, Inc.
Miller & Schroeder
Financial, Inc.
Smith Barney, Harris Upham
& Co., Inc.
Craig Hallum
Dougherty, Dawkins, Strand
& Yost, Inc.
John G. Kinnard
Marquette Bank Minneapolis,
M.H. Novick & Company, Inc.
Park Investment Corp.
Summit Investment Corp.
Juran & Moody, Inc.
McClees Investments. Inc.
St. Paul
N.A.
97
Total Interest
Interest Bid For Cost -Net
Rates Principal Average Rate
6.80-1995 $8,315,475.00 $9,762,631.25
6.90-1996/97 7.3254%
6.95-1998
7.00-1999
7.05-2000
7.10-2001
7.15-2002
7.20-2003
7.25-2004/06
7.30-2007/09
MERRILL LYNCH CAPITAL MARKETS 7.00-1995/00 $8.285,218.25 $9,974,050.50
7.10-2001 7.4840%
7.20-2002
7.30-2003
7.40-2004
7.45-2005/09
I
PRUDENTIAL-BACHE CAPITAL 7.00-1995 $8,290.200.00 $9,978,504.17
FVNDING 7.05-1996/99 7.4873%
SHEARSON LEHMAN HUTTON INC. 7.10-2000
DEAN WITTER REYNOLDS INC. 7.15 -2001
7.20-2002
7.25-2003
7.30-2004
7.35-2005
7.40-2006
7.45 - 2007
7.50-2008/09
CLAYTON BROWN & ASSOCIATES, 7.00-1995/96 $8,297,921.75 $10,048,819.98
INC . 7.10-1997-98 7.5401%
7.20-1999
7.25-2000
7.30-2001/02
7.40-2003/04
7.50-2005/09
HARRIS TRUST AND SAVINGS BANK 6.90-1995/96 $8,285,145.00 $10,065,944.58
BEAR, STEARNS & CO. 7.00-1997 - 7.5529%
KIDDER, PEABODY & CO., INC. 7.10-1998
Bank of Oklahoma, N.A. 7.20-1999
I
98 3/20/89
Merchantile Bank N.A. 7.25 -2000
& co. 7.35-2002
Juran & Moody, Inc. 7.40-2003
Stem Brothers & Co. 7.45 - 2004
Hutchinson, Shockey, Erley 7.30-2001
Blair (William) 6 Company 7.50-2005/09
Van Kampen Merritt Inc.
Illinois Company, Inc.
Prescott, Ball & Turgen,
Inc .
$8,290,200.00 $10,071,985.42
7.5575%
JOHN & GO. INC. 7.00-1995
7.05-1996
7.10-1997
7.15-1998
7.20-1999
7.25-2000
’ 7.30-2001 .
7.40-2002/03
7.50-2004/09
Member Smith introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $8,425,000 GENERAL
OBLIGATION TBX IN- BONDS, SERIES 1989;
AUARDING THE SBLE, FIXING THE FORM AND DETBTLS ANTI PROVIDING
FOR THE EXECUTION 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,
Section 469.178 and Minnesota Statutes, Chapter 475, the City Council of the City
has authorized the issuance and sale of its General Obligation Tax Increment
Bonds, Series 1989 (the Bonds) in the principal amount of $8,425,000 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 Southeast Edina Redevelopment Plan (the Plan), previously established by
the Housing and Redevelopment Authority in and for the City of Edina (the
Authority) and approved by the City.
Bonds represents interest as provided in Minnesota Statutes, Section 475.56.
Authority has established two tax increment financing districts in the area
subject to the Plan, which districts have been designated by Hennepin County as
No. 1201 and No. 1203 (the Districts).
Sale of Bonds.
required by Minnesota Statutes, Section 475.60.
Sale and the Terms and Conditions of Sale, six sealed bids for the purchase of the
Bonds were received at or before the time specified for receipt of bids. The bids
have been opened and publicly read and considered, and the purchase price,
interest rates and net interest cost under the terms of each bid have been
determined. The most favorable proposal received is that of First Bank National
Association, of Minneapolis, Minnesota, and associates (the Purchaser), to
purchase the Bonds at a price of $8,315,475, plus accrued interest from the date
of the Bonds to the date of delivery thereof, the Bonds to bear interest at the
- rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor
and the City Manager are hereby authorized and directed to execute a contract on
the part of the City for the sale of the Bonds with the Purchaser.
checks of the unsuccessful bidders shall be returned forthwith.
1.03. Performance of Reuuirements. All acts, conditions and things wh€ch
are 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 valid issuance of the
Bonds having been done, existing, having happened and having been performed, it is
.
$140,000 of the principal amount of the
The
1.02. Notice of the sale of the Bonds was duly published as
Pursuant to the Notice of Bond
..
.(
I I The good faith
3 / 20 /89 99
now necessary for this Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
1.04. Maturities. Pursuant to Minnesota Statutes, Section 475.54,
subdivision 17, this Council hereby estimates that the tax increment from the
Districts pledged herein to the payment of the Bonds are sufficient to pay when
due the principal of and interest on the Bonds.
Section 2. Form of Bonds.
2.01. Bond Form. The Bonds shall be prepared in substantially the folloving
fom:
[Face of the Bonds1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION TAX INCREMENT BOND
SERIES 1989
1%
No. q-
Date of
Maturity Oriqinal Issue
April 1, 1989
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 named
above;or registered assigns, the principal amount specified
above, on the maturity date specified above, with interest thereon from the date of original issue specified above, or the
most recent interest payment date to which interest has been
paid or duly provided for, at the annual rate specified above,
payable on February 1 and August 1 in each year, commencing
August 1, 1989, 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
at the principal office of the Bond Registrar hereafter
designated, the principal hereof, are payable in lawful money
of the United States of America by check or draft of First
Trust National Association, in St. Paul, Minnesota, as Bond
Registrar, Transfer Agent and Paying Agent (the Bond
Registrar), or its successor designated under the Resolution
described herein.
Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon.
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.
IN WITNESS WHEREOF, the City of Edina, Hennepin
100 31 20 / 89
'Dated of Authentication:
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
(Facsimile Seal)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the
Resolution mentioned within.
FIRST TRUST NATIONAL ASSOCIATION,
as Bond Registrar
Authorized Representative BY
[Reverse of the Bonds1
This Bond is one of an issue in the aggregate
principal amount of $8,425,000 (the "Bonds"), issued pursuant
to a resolution adopted by the City Council on February 21,
1989 (the "Resolution") to pay the capital and administrative
costs of a redevelopment project to be undertaken in accordance
with the Southeast Edina Redevelopment Plan (the "Redevelopment
Plan") of the Housing and Redevelopment Authority of Edina,
Minnesota (the "Authority"), which Redevelopment Plan covers certain property located in the City. The Bond 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 469.178 and
Chapter 475. The Bonds are payable primarily from tax increments to be derived from two tax increments financing
districts established by the Authority in the area subject to
the Redevelopment Plan (the "Districts") which have been pledged to the payment of the Bonds by the Resolution. In
addition, for the full and prompt payment of the principal and
interest on the Bonds as the same become due, the full faith,
credit and taxing power of the City have been and are
irrevocably pledged.
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 1999 through 2009 are each 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 in $5,000
principal amounts selected by lot, within any maturity, on
February 1, 1998 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. Official notice
of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption
date, become due and payable at the redemption price therein
specified, and from and after such date (unless the City shall
default in the payment of the redemption price) such Bonds or
portions of Bonds shall cease to bear interest. Upon partial
The Bonds are issuable only as fully
Bonds maturing in the years 1995 through 1998 are
,
3/20/89 101
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, bf 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 as so required; that prior to the issuance
hereof, the City has pledged and appropriated tax increments to
be derived by the City from the Districts to a sinking fund
established for the payment of the Bonds; that, if necessary
for the payment of principal and interest on the Bonds, ad
valorem taxes are required to be levied upon all taxable property in the City, which levy is not limited 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 City and the Bond Registrar may deem and treat the
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
the within Bond and all rights thereunder, and hereby
I
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.
102 3/20/89
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUEIBER NOTICE: The sicmature 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 substantially 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:
opinion 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.
.
We certify that the above is a full, true and correct copy of the legal
(Facsimile signature) (Facsimile signature)
Section 3. Bond Terms. Execution and Deliverv.
3.01. Maturities. Interest Rates. Denominations. Pavment, and Dating of
City Manager Mayor
Bonds.
denominated "General Obligation Tax Increment Bonds, Series 1989". The Bonds .
shall be issuable in the denomination of $5,000 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 anntrm shown opposite such
years and amounts as follows:
The City shall forthwith issue and deliver the Bonds, which shall be
Year Amount Rate - Year Bmount Rate
1995 $225 , 000 6.80% 2003 $500,000 7.20%
1996 75 , 000 6.90 ' 2004 575 , 000 7.25
1997 125 , 000 6.90 2005 600,000 7.25
1998 200,000 6.95 2006 700,000 7.25
1999 275 , 000 7.00 2007 1,100,000 7.30
2000 350,000 7.05 2008 1 , 375 , 000 7.30
2001 375,000 7 10 2009 1 , 500 , 000 7.30
2002 450 , 000 7.15
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. Each Bond shall be
dated as of its date of initial authentication.
Interest Pavment Dates.
February 1 and August 1 in each year, commencing August 1, 1989, 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).
registration and the rights and duties of the City and the Registrar with respect
thereto shall be as follows:
3.02. Interest on the Bonds shall be payable on
The effect of
(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 to the Registrar 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
designated transferee or transferees, one or more new Bonds of a like aggregate
(b) Transfer of Bonds.
3120189 103
principal amount and maturity, as requested by the transferor.
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.
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.
(d) All Bonds surrendered upon any transfer or exchange shall
be promptly cancelled by the Registrar and thereafter disposed of as directed by
the City.
(e)
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.
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 effectual to
satisfy and discharge the liability of the City upon such Bond to the extent of
the sum or sums so paid.
(except for an exchange upon a partial redemption of a Bond), the Registrar nky
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
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 appropriate bond or indemnity in form, substance and amount
satisfactory to it, in which both the City and the Registrar shall be named as
obligees.
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.
(i) Authenticatinp Anent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
The Registrar
(c) Exchanne of Bonds. I
Cancellation.
Imroper or Unauthorized Transfer. When any Bond is presented to the
The Registrar shall incur no liability for its
(f) Persons Deemed Owners.
(g) Taxes. Fees and CharPes. For every transfer or exchange of Bonds
* and in substitution for any such Bond lost, stolen or destroyed, upon the
All Bonds so surrendered to the Registrar shall be cancelled by it
3.04. Appointment of Initial Revistrar. The City hereby appoints First
Trust National Association, of St. Paul, Minnesota, as the initial Registrar. The
Mayor and the City Manager are authorized to execute and deliver, on behalf of the
City, a contract with First Trust National Association, 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 performed. The City reserves 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
3/20 I89 104
possession to the successor Registrar. On or before each principal or interest
due date, vithout further order of this Council, the City 15anager shall transmit
to the Registrar from the Bond Fund, as hereinafter defined, moneys sufficient for
the payment of all principal and interest then due on the Bonds.
Bonds maturing in the years 1995 through 1998 shall not
be subject to redemption prior to maturity, but Bonds maturing in the years 1999
through 2009 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,
vithin any maturity, in $5,000 principal amounts selected by the Registrar by lot,
on February 1, 1998 and on any interest payment date thereafter at a price equal
to the principal amount thereof to be redeemed plus accrued interest 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 veekly periodical published in a Minnesota city of the
first class or its metropolitan area, vhich circulates throughout the state and
furnishes financialnevs 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 notice of redemption shall specify the redemption date, redemption
price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed
and the place atvhich the Bonds are to be surrendered for payment, vhich is the
principal office of the Registrar.
given as aforesaid, the Bonds or portions thereof so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified
and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the City
shall also give, or cause to be given, notice of the redemption of any Bond or
Bonds or portions thereof at least 35 days before the redemption date by certified
mail or telecopy to the Purchaser and all registered securities depositories then
in the business of holding substantial amounts of obligations of the character of
the Bonds (such depositories now being The Depository Trust Company, of Garden
. City, New York; Midwest Securities Trust Company, of Chicago, Illinois; Pacific
Securities Depository Trust Company, of San Francisco, California; and
Philadelphia Depository Trust Company, of Philadelphia, Pennsylvania) and one or
more national information services that disseminate information regarding
municipal bond redemptions; provided that any defect in or any failure to give any
notice of redemption prescribed by this paragraph shall not affect the validity of
the proceedings for the redemption of any Bond or portion thereof.
Bonds in a denomination larger than $5,000 may be redeemed in part in any
integral multiple of $5,000.
receive, upon surrender of such Bond to the Registrar, one or more new Bonds in
authorized denominations equal in principal amount to the unredeemed portion of
the Bond so surrendered.
direction of the City Manager 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
corporation seal may be printed, engraved, or lithographed facsimiles thereof. In
case any officer vhose 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.
3.05. Redemtion.
.
Official notice of redemption having been
I .
The owner of any Bond redeemed in part shall
3.06. Preparation and Deliverv. The Bonds shall be prepared under the
The executed certificate of authentication on each Bond shall be
3120189 105
conclusive evidence that it has been authenticated and delivered under this
Resolution.
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.
When the Bonds have been so executed and authenticated, they shall be
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 "1989 Tax Exempt Tax
Increment Bonds Construction Fund" (the Construction Fund), to be held and
administered by the City Finance Director separate and apart from all other funds
of the City.
proceeds received from the sale of the Bonds, less the amount to be deposited in
the Bond Fund, pursuant to Section 4.02 hereof.
Construction Fund from time to time shall be used solely to pay capital and
administrative costs of the Authority and the City in connection with the Project
as set forth in the Plan.
completion or termination of 'the Project and payment of all the costs thereof
shall be transferred to the Bond Fund or used to pay capital and administrative
costs of the Authority and the City in connection with any other development
project undertaken pursuant to the Plan.
4.02. Bond Fund. A Bond Fund is hereby created, as a special fund and
designated on the books of the City as the 1989 Tax Exempt Tax Increment Bonds
Bond Fund (the Bond Fund), to be held and administered by the City Finance
Director separate and apart from all other funds of the City.
and interest on the Bonds to be issued at the same time as the Bonds to pay a
portion of the costs of the Project shall be payable from 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 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 and made payable therefrom, to finance
costs incurred by the City in accordance with the Plan in aid of the Project and
any other redevelopment project to be undertaken in accordance with the Plan.
City hereby irrevocably appropriates to the Bond Fund (a) the accrued interest on
the Bonds and any amount in excess of $8,285,000 bid for the Bonds and received
from the Purchaser upon delivery of the Bonds, (b) the tax increments derived from
the District designated by Hennepin County as No. 1203 received by the City from
the Authority to pay the Bonds, (c) tax increment derived by the District
designated by Hennepin County as No. 1201 which are appropriated by the City to
the Bond Fund from the Bond Fund established by the City in connection with its
General Obligation Bonds, Series 1981 pursuant to Section 4.04 of a resolution
adopted by the City Council on October 5, 1981 (the 1981 Bond Resolution), and (d)
any other moneys appropriated or pledged by the terms of this Resolution to the
Bond Fund.
(other than the amounts initia2ly deposited therein upon the issuance of the
Bonds) to finance or pay directly costs paid or incurred by the City pursuant to
the Plan in connection with the Project and any other projects to be undertaken in
accordance with the Plan.
The full faith and credit and taxing
power of the City shall be and are hereby irrevocably pledged for the prompt and
full payment of the principal of and interest on the Bonds.
the tax increment from the Districts 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.
valorem taxes are now levied to pay the Bonds or the interest to come due thereon,
pursuant to Minnesota Statutes, Section 469.178, subdivision 2. If the money on
hand in the Bond Fund should at any time be insufficient to pay principal and
The City hereby appropriates to the Construction Fund all of the
Moneys on hand in the
Any amounts remaining in the Construction Fund upon
The principal of
The
The City expressly reserves the right to use amounts in the Bond Fund
4.03. Full Faith and Credit Pledped.
It is estimated that
Consequently, no ad
3/20 189 106
interest due on all bonds payable therefrom, such amounts shall 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 to be derived
from the District 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
Besolution.
bonds payable from the Bond Fund and tax increments to be derived fromthe
Districts as may be required to f-ce costs of the Project not financed hereby
or to finance costs of other projects to be undertaken in accordance with the
Plan.
Since the Bonds will be
payable in part fromtax increment derived the District designated by Hennepin
County as No. 1201, the Bonds constitute "additional bonds" payable from the Bond
Fund established by the 1981 Bond Resolution and are authorized to be issued by
Section 4.07 of the 1981 Bond Resolution.
authorized 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 from
the Districts by the Authority to the City to pay the bonds.
Defeasance.
this section, all pledges, covenants and other rights granted by this resolution
to the holders of such Bonds shall cease, and such Bonds shall no longer be deemed
to be outstanding under this Resolution. The City may discharge its obligations
with respect to any Bond which is 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 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.
its obligations with respect to any prepayable Bond according to its terms, by
depositing with the paying agent on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are then due, provided
that notice of such redemption has been duly given as provided herein. 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 escrov
agent for this purpose, cash or securities which are authorized by law to be so
deposited, bearing interest payable at such tlmes and at such rates and maturing
on such dates as shall be required to pay all principal, interest and redemption
premiums to become due thereon to maturity or said redemption date.
. Section 6. County Auditor Redstration. Certification of Proceedinns,
Investment of Moneys. Arbitrarre. Desimation of Bonds as Qualified Tax Exemt
Obligations and Official Statement.
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 the County Auditor 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.
Audjitor of Hennepin County are hereby authorized.and directed to prepare and
furnish to the Purchaser and to Dorsey & Whimey, 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
accordance with the provisions of this
4.04. Additional Bonds. The City reserves the right to issue additional
4.05. Additional Bonds Under 1981 Bond Resolution.
4.06 Execution of Documents. The Mayor and City Manager are hereby
Section 5. When any Bond has been discharged as provided in
I
The City may also discharge
.
6.01. Countv Auditor Registration.
6.02. The officers of the City and the County
31201 89 107
such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the facts recited
therein.
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
Bonds to become subject to taxation under the Internal Revenue Code of 1986, as
amended (the Code), and the Treasury Regulations promulgated thereunder (the
Regulations), 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.
of Treasury an information reporting statement in the form and at the time
prescribed by the Code.
6.04 Arbitraze Certification. 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 thereof a certificate in accordance with the provisions of Section
148 of the Code, and Sections 1.103-13, 1.103-14 and 1.103-15 of the Regulations,
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.
The City will not use the proceeds
of the Bonds in such a manner as to cause the Bonds to be "arbitrage bonds" within
the meaning of Section 148 of the Code and applicable Regulations; to this end,
the City shall:
maintain records identifying all "gross proceeds" (as defined 6
6.03. Tax Covenant.
which would cause the interest on the
The City will cause to be filed with the Secretary
6.05 Comliance With Rebate Requirement.
(i)
Section 148(f)(6)(B) of the Code) attributable to the Bonds, the yield at
which such gross proceeds are invested, any arbitrage profit derived
therefrom (earnings in excess of the yield on the Bonds) and any earnings
derived from the investment of such arbitrage profit:
make, or cause to be made as of the anniversary date of the
issuance of the Bonds, the annual determinations of the amount, if any, of
excess arbitrage required to be paid to the United States by the City (the
Rebate Amount);
every five Bond Years the amount, if any, which is required to be paid to the
United States, including the last installment which shall be made no later
than 60 days after the day on which the Bonds are paid in full; and
(iv) retain all records of the annual determination of the foregoing
amounts until six (6) years after the Bonds have been fully paid.
In order to comply with the foregoing requirements, the City Finance Director
shall determine the Rebate Amount within 30 days of each anniversary date of the
issuance of the Bonds and upon payment in full of the Bonds and shall deposit such
Rebate Amount in a separate account and shall separately account for the earnings
from the investment of the Rebate Amount. In the event the foregoing requirements
conflict with the requirements of the Regulations promulgated under Section 148(f)
of the Code, the requirements of such Regulations shall be controlling.
6.06 Official Statement. The Official Statement, dated as of March 6, 1989,
relating to the Bonds prepared and distributed by Public Financial Systems, Inc.,
the financial consultant for the City, is hereby approved, and the officers of the
City are authorized in connection with the delivery of the Bonds to sign such
certificates as may be necessary with respect to the completeness and accuracy of
the Official Statement
(ii)
(iii) pay, or cause to be paid, to the United States at least once
Adopted by the City Council on March 20, 1989.
10% 31 20 / 89
. -: .1 L
The motion for the adoption of the foregoing resolution was duly seconded by
Member Rice and upon vote being taken thereon, the following voted in favor
thereof:
Paulus, Rice, Smith, Richards
and the following voted against the same:
Kelly
whereupon said resolution was declared duly passed and adopted, and was signed by
the Mayor, whose signature was attested by the City Clerk.
.
RESOLUTION ADOPTED RELATING TO $2.100.000 G.O. RECREATIONAL FACILITY BONDS. SERIES
1989: FIXING FORM AND DETAILS. PROVIDING FOR EXECUTION AND DELIVERY THEREOF AND
SECURITY THEREFOR. The City Clerk presented affidavits showing publication of the
Notice of Bond Sale for $2,100,000 General Obligation Recreational Facility Bonds,
Series 1989 of the City in a legal newspaper having general circulation in the
City, and in a daily or weekly periodical published in a Minnesota city of the
first class, which circulates throughout the state and furnishes financial news as
a part of its service, as required by law and as directed by a resolution of the
Council adopted February 21, 1989.
with the provisions of Minnesota Statutes, Chapter 475 and directed to be filed in
the office of the City Clerk.
The affidavits were examined, found to comply
The City Manager reported that three sealed bids for the $2,100,000 General
Obligation Recreational Facility Bonds, Series 1989 had been received prior to the
time designated in the Notice of Bond Sale for the opening of bids.
the Notice of Bond Sale and the 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 :
Pursuant to
Interest
Name of Bidder Rates
FIRST BANK N.A. MINNEAPOLIS 6.75-1992/93
DAIN BOSWORTH INCORPORATED 6.80-1994/95
NORWEST INVESTMENT SERVICES, 6.90-1996/97
INC . 6.95-1998
PIPER JAFFRAY & HOPWOOD 7.00-1999
INC . 7.05- 2000
Allison-Williams Company 7.10-2001
American National Bank 7.15-2002
St. Paul 7.20-2003
Cronin & Co., Inc. 7.25-2004/06
Miller Securities, Inc. 7.30-2007/09
Miller & Schroeder
Financial, Inc.
Smith Barney, Harris Upham
& Co. Inc.
Craig Hallum
Dougherty, Dawkins, Strand
&Yost, Inc.
John G. Kinnard
Marquette Bank Minneapolis,
M.H. Novick & Company, Inc.
Park Investment Corp.
Summit Investment Corp.
Juran &Moody, Inc.
McClees Investment, Inc.
N.A.
Total Interest
Bid for Cost -Net
Princ ipal Average Rate
$2,072,700.00 $1,988,743.75
7.2901%
PRUDENTIAL-BACHE CAPITAL 7.00-1992/95
FUNDING 7.05-1996/99
$2,069,004.00 $2,027,401.00
7 -4318%
31201 89 109
SHEARSON LEHMAN HUTTON INC. 7.10-2000
DEAN WITTER REYNOLDS INC. 7.15-2001
7.20- 2002
7.25-2003
7.30-2004
7.35-2005
7.40- 2006
7.45- 2007
7.50-2008/09
CLAYTON BROWN &ASSOCIATES 7.00-1992/96 $2,070.305.35 $2,045,647.77
INC . 7.10-1997/98 7.4987%
7.20-1999
7.25 - 2000
7.30-2001/02
7.40-2003/04
7.50-2005/09
Member Smith introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $2,100,000 GENERAL OBLIGATION RECREATIONAL
FACILITY BONDS, SERIES 1989; FIXING THE FORM AND DETAILS, PROVIDING
FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY TFOR
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, as'follows:
Section 1. Recitals.
1.01. Authorization. This Council by its resolution adopted February 21,
1989, which resolution is entitled "Resolution Relating to $2,100,000 General .,
Obligation Recreational Facility Bonds, Series 1989 Authorizing the Issuance and
Providing for the Public Sale Thereof," pursuant to Minnesota Laws 1961, Chapter
655 (the Act), authorized the issuance and sale of $2,100,000 General Obligation
Recreational Facility Bonds, Series 1989, in order to finance the acquisition and
betterment of certain improvements (the Improvements) to its municipal recreation
facilities. $31,000 of the principal amount of the Bonds represents interest as
provided in Minnesota Statutes, Section 475.56. The Improvements consist of an
improvement to the Municipal Golf Center of the City (the Municipal Golf Center)
described in Section 4 of the Resolution adopted by this Council on November 4,
1963, entitled "Resolution Establishing the Form and Terms and Covenants Securing
the Payment of $825,000 Golf Course Bonds of 1963" (the Resolution of November 4,
1963). Tf?e Bonds are to be payable primarily out of the net revenues to be
derived from the operation of the Municipal Golf Center, the Recreation Center
(the Municipal Recreation Center) of the City described in Section 4 of the
resolution adopted by this Council on August 2, 1965, entitled "Resolution
Authorizing the Issuance of $450,000 Recreation Center Bonds, Describing Their
Form and Details and Covenants with Respect Thereto"
1965), and the Municipal Liquor Dispensary established by Ordinance No. 131 (the
Municipal Liquor Dispensary).
There is currently payable out of net revenues to
be derived from the Municipal Golf Center and the Municipal Liquor Dispensary the
General Obligation Golf Course Bonds, Series 1985 of the City, dated as of
September 1, 1985 (the Golf Course Bonds), and there is currently payable out of
the net revenues to be derived from the Municipal Golf Center, the Municipal
Recreation Center and the Municipal Liquor Dispensary the General Obligation
Recreational Facility Bonds, Series 1988 of the City, dated as of October 1, 1988
(the Recreational Facility Bonds).
Facility Bonds are hereinafter together referred to as the Outstanding Bonds. The
payment of principal of and interest on the Bonds shall be subordinate to the
first lien and charge thereon, of the Golf Course Bonds on the net revenues of the
Municipal Golf Center and the net revenues of the Municipal Liquor Dispensary.
The payment of the principal of and interest in the Bonds shall be subordinate to
the lien and charge thereon, of the Recreational Facility Bonds on the net
(the Resolution of August 2,
1.02. Outstanding Bonds.
The Golf Course Bonds and the Recreational
3/20/89 118
revenues of the Municipal Golf Center, the net revenues of the Municipal
Recreation Center and the net revenues of the Municipal Liquor Dispensary.
revenues derived fromthe operation of the Municipal Golf Center, the Municipal
Recreation Center and the Municipal Liquor Dispensary, in excess of the costs of
operation and maintenance thereof in the fiscal year which ended December 31,
1988, were in excess of $586,190, which amount exceeds the maximum amount of
principal and interest to become due in any future fiscal year on all of the
Outstanding Bonds and on the Bonds herein authorized. By Section 4.02 hereof the
sum of $193,403 from the net revenues derived fromthe operation of the Municipal
Golf Center, Municipal Recreation Center and/or Municipal Liquor Dispensary is .
appropriated and credited to a separate subaccount in the Bond Account, created
pursuant to Section 4.02 hereof, which amount exceeds the average annual amount of
principal and interest to become due on the Bonds. The City is therefore
authorized by the Act to secure the Bonds by the covenants and agreements
hereinafter set forth.
resolution of this Council.
Constitution and laws of the State of Minnesota to be done, to exist, to happen
and to be performed prelimjnary to the issuance of and sale of the Bonds to
provide moneys to pay for the Improvements have been done, do exist, have happened
and have been performed in due form, time and manner as so required.
Sale. Notice of sale of the Bonds was duly published as required by
Minnesota Statutes, Section 475.60. Pursuant to the Notice of Bond Sale and the
Terms and Conditions of Sale, three sealed bids for the purchase of the Bonds were
received at or before the time specified for receipt of bids. The bids have been
opened and publicly read and considered, and the purchase price, interest rates
and net interest cost under the terms of each bid have been determined. The most
favorable proposal received is that of First Bank National Association, of
Minneapolis, Minnesota, and associates (the Purchaser), to purchase the Bonds at a
price of $2,072,700 plus accrued interest from the date of the Bonds to the date
of delivery thereof, the Bonds to bear interest at the rates set forth in Section
3.01. The proposal is hereby accepted and the Mayor and City Manager are hereby
authorized and directed to execute a contract on the part of the City for the sale
of the Bonds with the Purchaser.
. bidders shall be returned forthwith.
I 1.03. Findinps. It is hereby found, determined and declared that net
1 .’
In accordance with the Act the Bonds may be issued by
All acts, conditions and things required by the
1.04.
.
I
The good faith checks of the unsuccessful
1.05. 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 €or this
Council to establish the form and terms of the Bonds, to provide for the security
thereof, and to issue the Bonds forthwith.
1
I
I
Section 2. Form of Bonds.
2.01. Form of Bonds. I The Bonds shall be prepared in substantially the
folloving form:
[Face of Bonds1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION
RECREATIONAL FACILITY BOND, SERIES 1989
Date of - Rate Ma tu r i t y Original Issue cus I P
April 1, 1989
SEE REVERSE
FOR CERTAIN
DEFINITIONS
REGISTERED
OWNER :
PRINCIPAL
AMOUNT :
3 I201 89
DOLLARS
111
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 of
original issue specified above, or the most recent interest
payment date to which interest has been paid or duly provided
for, at the annual rate specified above, payable on January 1
and July 1 in each year, commencing January 1, 1990, 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 o€ the United States of
America by check or draft of First Trust National Association
in St. Paul, Minnesota, as Bond Registrar, Transfer Agent and
Paying Agent (the Bond Registrar), or its successor designated
under the Resolution described herein.
Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth hereon.
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.
IN WITNESS WHEREOF, the City of Edina, Hennepin
Date of Authentication:
(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 NATIONAL ASSOCIATION,
as Bond Registrar
BY Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate
principal amount of $2,100,000 (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 March 20, 1989 (the Resolution) for the purpose of
financing the acquisition and betterment of recreational
112 3/20/89
facilities of the City, 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
Laws 1961, Chapter 655, and Minnesota Statutes, Chapter 475.
This Bond is payable primarily from the net revenues of the
municipal golf center, municipal recreation center and
municipal liquor dispensary and pledged to the payment of the
Bonds by the Resolution, but the City Council is required by
law to pay maturing principal hereof and interest thereon out
of any funds in the treasury if such net revenues 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.
Bonds maturing in the years 1992 through 1998 are
payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates
in the years 1999 through 2009 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 in
$5,000 principal amounts selected by lot, within any maturity,
on January 1, 1998 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. Official notice
of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein
specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or
portions of Bonds shall cease to bear interest. 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 adthorized 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, have been done, do exist, have happened
and have been performed in regular and due form, time and
manner as so required; that in and by the Resolution, the City
has pledged and appropriatedyio much of the net revenues to be
The City and the Bond Registrar may deem and treat the
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
3 120 I89 113
derived from the operation of the municipal golf course,
municipal recreation center and of the municipal liquor dispensary as shall be required to pay the principal hereof and
interest thereon when due, provided that if such revenues
should at any time prove insufficient for these purposes the
City is required to levy ad valorem taxes upon all taxable
property within its corporate limits, without limitation as to
rate or amount, for the payment of the Bonds and interest
thereon when due; 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)
I
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.
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:
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
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.
2.03 Form of Certificate. A certificate in substantially 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:
opinion 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.
We certify that the above is a full, true and correct copy of the legal
(Facsimile signature) (Facsimile signature)
Section 3. Bond Terms. Execution and Deliverv.
3.01. Maturities. Interest Rates, Denominations, Payment. The City shall
City Manager Mayor
forthwith issue and deliver the Bonds, which shall be denominated "General
Obligation Recreational Facility Bonds, Series 1989" and shall be payable
primarily from the Bond Account created in Section 4.02 hereof. The Bonds shall
114
be 1 suable in th
3/ 20/89
denomination of $5,000 each or any int gral multiple thereof,
shall mature on January 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 Ammt Rate
1992 $ 65,000 6.75%
Year hmt Rate
2001 $115,000 7 - 10%
1993 70 , 000 6.75% 2001 120,000 7.15
1994 70,000 6.80 2003 130,000 7.20
1995 75 , 000 6.80 2004 140 , 000 7.15
1996 80,000 6.90 2005 145,000 7.25
1997 . 85,000 6.90 2006 160,000 7.25
1998 95 , 000 6.95 2007 170 , 000 7.30
1999 100,000 7.00 2008 180 , 000 7.30
2000 105 , 000 7.05 2009 195,000 7.30
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. Each Bond shall be
dated by the Registrar as of the date of its authentication.
3.02. Dates: Interest Pawent Dates. Interest on the Bonds shall be payable
on January 1 and July 1 in each year, commencing January 1, 1990, 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. Repistration. 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:
(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.
(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. 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 prequested by the
registered owner or the owner's attorney duly authorized in writing.
(d) All Bonds surrendered upon any transfer or exchange shall
be promptly cancelled by the Registrar and thereafter disposed of as directed by
the City.
(e)
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.
refusal, 3x1 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 effectual to
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
Cancellation.
Imp roper or Unauthorized Transfer. Rhen any Bond is presented to the
The Registrar shall bcur no liability for its
(f) Persons Deemed Owners.
115 3/20/89
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 Destroved 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 substitution for any such Bond lost, stolen or destroyed, upon the
payment of the reasonable expenses and charges of tlre 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 appropriate bond or indemnity in form, substance and amount
satisfactory to it, in which both the City and the Registrar shall be named as
obligees.
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.
(i) Authenticatinv Avent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
subdivision 1.
(g) Taxes. Fees and Charges. For every transfer or exchange of Bonds, the
All Bonds so surrendered to the Registrar shall be cancelled by it
3.04. Appointment of Initial Registrar. The City hereby appoints First
Trust National Association of St. Paul, Minnesota, as.the initial Registrar. The
Mayor and the City Manager are authorized to execute and deliver, on behalf of the
City, a contract with First Trust National Association, 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 performed. The City reserves 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 Finance Director shall transmit to the
Registrar from the Bond Account (Series 1989) described in Section 4.02 hereof,
moneys sufficient for the payment of all principal and interest then due.
Bonds maturing in the years 1992 through 1998 shall not
be subject to redemption prior to maturity, but Bonds maturing in the years 1999
through 2009 shall each be subject to redemption and prepayment, at the option of
the City, in whole or in pat, 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 January 1, 1988 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.
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 notice of redemption shall specify the redemption date, redemption
price, the numbers, interest rates and CUSIP number of the Bonds to be redeemed
and the place at which the Bonds are to be surrendered for payment, which is the
3.05. Redemtion.
,
At least thirty days prior to the date set for redemption of any
116 3 I20 I89
principal office of the Registrar.
given as aforesaid, the Bonds or portions thereof so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified
and from and after such date (unless the Issuer shall default in the payment of
the redemption price) such Bonds or portions thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the City
shall also give, or cause to be given, notice of the redemption of any Bond or
Bonds or portions thereof at least 35 days before the redemption date by certified
mail or telecopy to the Purchaser and all registered securities depositories then
in the business of holding substantial amounts of obligations of the character of
the Bonds (such depositories now being The Depository Rust Company, of Garden
City, New York; Midwest Securities Rust Company, of Chicago, Illinois; Pacific
Securities Depository Rust Company, of San Francisco, California; and
Philadelphia Depository Rust Company, of Philadelphia, Pennsylvania) and one or
more national information sedces that disseminate information regarding
municipal bond redemptions; provided that any defect in or any failure to give any
notice of redemption prescribed by this paragraph shall not affect the validity of
the proceedings for the redemption of any Bond or portion thereof.
Bonds in a denomination larger than $5,000 may be redeemed in part in any
integral multiple of $5,000.
receive, upon surrender of such Bond to the Registrar, one or more new Bonds in
authorized denominations equal in principal amount to be unredeemed portion of the
Bond so surrendered.
direction of the City Manager 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 signature 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.
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.
conclusive evidence that it has been authenticated and delivered under this
resolution.
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 purchase shall not be obligated to see to the application of the
purchase price.
Official notice of redemption having been
I
The owner of any Bond redeemed in part shall
3.6. Preparation and Delivery. The Bonds shall be prepared under the
I.
The executed certificate of authentication on each Bond shall be
When the Bonds have been so executed and authenticated, they shall be
Section 4. Securitv Provisions.
4.01. 1989 Recreational Facilities Construction Fund. There is hereby
created a special fund to be designated as the "1989 Recreational Facilities Bonds
Construction Fund" (the Construction Fund), to be held and administered by the
City Finance Director s'eparate and apart from all other funds of the City.
City appropriates to the Construction Fund the proceeds of the sale of the Bonds.
The Construction Fund shall be used solely to defray expenses of the Improvements.
Upon completion and payment of all costs of the Improvements, any balance of the
proceeds of Bonds remaining in the Construction Fund shall be credited and paid to
the Bond Account (Series 1989) described in Section 4.02 hereof.
outstanding and any principal of or interest thereon unpaid, the City Finance
Director shall maintain the Recreation Center Fund and the Operating Account
therein in accordance with the provisions of the Resolution of August 2, 1965 and
the Golf Course Fund and Operating Account therein in accordance with the
provisions of the Resolution of November 4, 1963. In addition, the City Finance
The
I 4.02. Bond Account (Series 19891. So long as any of the Bonds are
31 20 1 89 117
Director shall maintain in the Golf Course Fund a separate and special Bond
Account (Series 1989) to be used for no other purpose other than the payment of
the principal and interest on the Bonds and on such other bonds of the City as
have been or may be directed to be paid therefrom.
appropriates to the Bond Account (Series 1989) (a) the sum of $193,403 from the
net revenues derived from the operation of the Municipal Golf Center, Municipal
Recreation Center and/or Municipal Liquor Dispensary, which amount shall be
credited forthwith to a separate subaccount in the Bond Account (Series 1989) (the
Reserve Subaccount) and which amount equals the average annual amount of principal
and interest to become due on the Bonds and is required to be deposited therein
pursuant to the Act (the Reserve Requirement); (b) the accrued interest and any
amount in excess of $2,069,000 bid for the Bonds and received from the Purchaser
upon delivery of the Bonds; (c) all such other moneys which are payable to Bond
Account (Series 1989) pursuant to Section 4.03 hereof: and (d) all such other
moneys as shall be received and appropriated to Bond Account (Series 1989) from
time to time. Interest on money in the Reserve Subaccount shall be transferred
from such Reserve Subaccount into the Bond Account (Series 1989).
Center, the Municipal Recreation Center and the Municipal Liquor Dispensary are
hereby pledged for the payment of the principal and interest on the herein
authorized Bonds, subject to the lien and charge thereon for the payment of
principal and interest due, and the maintenance of a reserve, for the Outstanding
Bonds. From the net revenues of the Municipal Golf Center on hand in the
Operating Account of the Golf Course Fund and the net revenues of the Municipal
Recreation Center on hand in the Operating Account of the Recreation Center Fund,
there shall be transferred to the Bond Account (Series 1989) on each interest
payment date after all transfers and credits required to be made from the
Operating Account of the Golf Course Fund for payment-of principal of and interest
on the Outstanding Bonds, a sum equal to the interest and principal, if any, to
become due on such interest payment date, less any amount on deposit therein
(other than in the Reserve Subaccount) plus out of any net revenues remaining
after the above payments for principal and interest into the Reserve Subaccount an
amount equal to the amount necessary to cause the amount therein to equal the
Reserve Requirement, if any, amounts in the Reserve Subaccount which have
previously been used for the payment of any principal or interest on the Bonds,
and an amount equal to any advances from the net revenues on hand in the Municipal
Liquor Dispensary for the payment of principal and interest on the Bonds not
previously reimbursed.
the Recreation Center Fund and Golf Course Fund are not sufficient on any interest
payment date to transfer to the Bond Account (Series 1989) the amounts required
herein for the payment of principal and interest on the Bonds and there is not
then on hand in Bond Account (Series 1989) sufficient moneys for payment of
principal and interest on the Bonds, the amount of the deficiency shall then be
advanced from the net revenues of the Municipal Liquor Dispensary then on hand
after all transfers and credits required to be made from such net revenues for
payment of principal of and interest on the Outstanding Bonds.
transferred to Bond Account (Series 1989) in repayment of any amounts of the net
revenues of the Municipal Liquor Dispensary deposited in Bond Account (Series
1989) pursuant to Section 4.02 hereof which were used for the payment of principal
or interest on the Bonds and any amounts transferred to Bond Account (Series 1989)
in repayment of any advances from the net revenues in the Municipal Liquor
Dispensary fund for the payment of principal and interest shall be transferred to
the Municipal Liquor Dispensary fund as they are received.
bonds payable in whole or in part from the net revenues of the Municipal Golf
Center and/or Municipal Recreation Center to finance costs of an improvement
thereto, for the acquisition, betterment, operation or maintenance of other
recreational facilities of the City, or for any other purpose for which such
revenues may be appropriated by the Council in accordance with law; provided,
however, that no additional obligations shall be issued to and made payable from
The City irrevocably
4.03. Pledge of Net Revenues. The net revenues of the Municipal Golf
If the net revenues on hand in the Operating Accounts of
Any amounts
4.04. Additional Bonds. The City reserves the right to issue additional
3120189
the net revenues of the Municipal Golf
unless the pledge of such revenues for
expresslymade subordinate to the lien
Center or Municipal Recreation Center
uament of such additional oblinations is
ani charge thereon in favor of payment of
pr&cipai and interest when due and maintenance of reserve balances required for
the Outstanding Bonds, and the lien and charge thereon in favor of principal and
interest when due and maintenance of reserve balances required for the Bonds.
Nothing herein shall prevent the future issuance of bonds payable in whole or in
part from the net revenues of the Municipal Liquor Dispensary, whether pursuant to
the Act or any other applicable lav, provided that the pledge of the net Municipal
Liquor Dispensary revenues for the payment of such bonds is expressly made
subordinate to the lien on and pledge thereof for the payment of the principal and
interest and the maintenance of the agreed reserve securing such payments on the
Bonds, unless the net Municipal Liquor Dispensary revenues received during the
fiscal year immediately preceding such issuance shall have been not less than the
maximum amount of principal and interest to become due in any subsequent fiscal
year on all outstanding bonds then payable from such net revenues, including the
additional bonds then proposed to be issued. In the event that the net revenues
received in the fiscal year preceding any such issuance have conformed to the
condition prescribed in the preceding sentence, the additional bonds so issued may
be payable from the netkicipal Liquor Dispensary revenues on a parity with the
Bonds as to both principal and interest, without preference or priority of one
bond over any other, except that if net Municipal Liquor Dispensary revenues on
hand at any time are not sufficient, with other funds then on hand for the payment
of all such bonds, to pay in full the principal and interest then due, the balance
of net Municipal Liquor Dispensary revenues then available shall be allocated to
the Bond Account (Series 1989) and to the respective accounts established for the
payment of other bonds, in proportion to the principal amount of bonds of each
issue which are then outstanding.
4.05. Tax Lev. Pursuant to the Act, the full faith, credit and taxing
povers of the City are also irrevocably pledged for the prompt and full payment of
the principal and interest on the Bonds, as such principal and interest
respectively become due.
resolution are deemed to be sufficient to assure the payment of such principal and
interest.
time it appears that the net revenues of the Municipal Golf Center, Municipal
Recreation Center and Municipal Liquor Dispensary which are pledged for the
payment of the Bonds and the net revenues of the Mimicipal Liquor Dispensary
and/or Municipal Golf Center deposited in Bond Account (Series 1989) pursuant to
Section 4.02 hereof shall not be sufficient to pay the principal and interest on
the Bonds the City covenants and agrees that it will levy a tax sufficient, with
the netMunicipa1 Liquor Dispensary and/or Municipal Golf Center revenues, net
Municipal Recreation Center revenues and net Golf Center revenues then on hand in
Bond Account (Series 1989), to pay all such principal and interest, which tax
shall be levied upon all taxable property within the corporate limits of the City,
without limitation as to rate or amount.
provided in this section, all pledges, covenants and other rights granted by this
resolution to the holders of the Bonds shall cease.
obligations with respect to any Bonds 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 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. 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 escrov, wZth a bank qualified by law as an escrov 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 lav to be
so deposited, bearing interest payable at such time and at such rates and maturing
The appropriations and covenants contained in this
Accordingly, no tax is presently levied for this purpose. If at any
Section 5. Defeasance. When all of the Bonds have been discharged as
The City may discharge its
3120189 119
on such dates as shall be required, without reinvestment, to pay all principal and
interest to become due thereon to maturity.
Investment of Money. Arbitraae - and Official Statement.
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 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 & Uhitney, 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.
time of the Bonds that it will not take or permit to be taken by any of its
officers, employees or agents any action which would cause the interest on the
Bonds to become subject to taxation under the Internal Revenue Code of 1986, as
amended (the Code), and the Treasury Regulations promulgated thereunder (the
Regulations), as such are enacted or promulgated and in effect on the date of
issue 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.
. 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 thereof a
certificate in accordance with the provisions of Section 148 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 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 said Code and Regulations.
proceeds of the Bonds in such a manner as to cause the Bonds to be "Arbitrage
bonds" within the meaning of Section 148 of the Code and applicable Regulations;
to this end, the City shall:
(i) maintain records identifying all "gross proceeds" (as defined in Section
148(f)(6)(B) of the Code) attributable to the Bonds, the yield at which such gross
proceeds are invested, any arbitrage profit derived therefrom (eaknings in excess
of the yield on the Bonds) and any earnings derived from the investment of such
arbitrage profit:
the Bonds, the annual determinations of the amount, if any, of excess arbitrage
required to be paid to the United States by the City (the Rebate Amount);
(iii) pay, or cause to be paid, to the United States at least once every
five Bond Years the amount, if any, which is required to be paid to the United
States, including the last installment which shall be made no later than 60 days
after the day on which the Bonds are paid in full; and
(iv) retain all records of the annual determination of the foregoing amounts
until slx (6) years after the Bonds have been fully paid.
In order to comply with the foregoing requirements, the City Finance Director
shall determine the Rebate Amount within 30 days of each anniversary date of the
issuance of the Bonds and upon payment in full of the Bonds and shall deposit such
Rebate Amount in a separate account and shall separately account for the earnings
Section 6. County Auditor Renistration. Certification of Proceedinvs,
6.01. Ccmntv Auditor Registration. -
L
6.02. Certification of Proceedings. The officers of the City and the County
Covenant. The City covenants and agrees with the holders from time to
'
6.05. ComDliance With Rebate Requirement. The City will not use the
(ii) make, or cause to be made as of the anniversary date of the issuance of
120 3/20/89
from the investment of the Rebate Amount. In the event the foregoing requirements
conflict with the requirements of the Regulations promulgated under Section 184(f)
of the Code, the requirements of such Regulations shall be controlling.
6.06. Official Statement. The Official Statement relating to the Bonds,
dated March 6, 1989, prepared and distributed on behalf of the City by Public
Financial Systems, Inc., is hereby approved. The officers of the City are hereby
authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
Adopted by the CitJr Council on March 20, 1989.
The motion for adoption of the resolution was duly seconded by Member Rice, and
upon vote being taken thereon, the following voted in favor thereof:
Kelly; Paulus, Rice, Smith, Richards
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted, and was signed by
the Mayor, which was attested by the City Clerk.
RESOLUTION ADOPTED RELATING TO $1.760.000 G.O. IMPROVEMENT BONDS. SERIES 1989:
AWARDING SALE, FIXING FORM AND DETAILS AND PROVIDING FOR EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR.
publication in a legal newspaper having general circulation in the City, and in a
daily or weekly periodical published in a Minnesota city of the first class, which
circulates throughout the state and furnishes financial news as a part of its
service, of the notice of sale of $1,760,000 General Obligation Improvement Bonds,
Series 1989 of the City, bids for which are to be considered at this meeting as
provided by the resolution of the City Council adopted February 21, 1989.
affidavits were examined and approved and ordered placed on file in the office of
the City Clerk.
The City Clerk presented affidavits showing
The
It was reported that three sealed bids for the purchase of said Bonds had been
received from the following institutions at or before the time stated in the
notice, and the bids were then publicly read and considered, and were all found to
conform to the notice of sale and the terms and conditions of sale and to be
accompanied by the required security, and the purchase price, interest rates and
net interest cost under the terms of each bid were found to be as follows: - Total Interest
Name of Bidder Rates Pr inc bal Averape Rate
FIRST BANK N.A. MINNEAPOLIS 6.75-1992/93 $1,741,520.00 $909,535.00
DAIN BOSWORTH INCORPORATED 6.80-1994/95 7.0882%
Interest Bid for Cost -Net
NORWEST INVESTMENT SERVICES, 6.90-1996-97
INC . 6-95-1998
PIPER JAFFRAY & HOPWOOD, INC. 7.00-1999
Allison-Williams Company 7.05-2000
American National Bank 7.10-2001
St. Paul
Cronin & Go., Inc.
Miller Securities, Inc.
Miller & Schroeder
Financial, Inc.
Smith Barney, Harris Upham
& Go., Inc.
Craig Hallum
Doughterty, Dawkins, Strand .
3120189 121
&Host, Inc.
John G. Kinnard
Marquette Bank Minneapolis,
M.H. Novick & Company, Inc.
Park Investment Corp.
Summit Investment Corp.
Juran &Moody, Inc.
McClees Investment Services
N.A.
PRUDENTIAL-BACHE CAPITAL 7.00-1992/95 $1,740,006.40 $926,040.27
FUNDING 7.05-1996/99 7.2768%
SHEARSON LEHMAN HUTTON INC. 7.10- 2000
DEAN WITTER REYNOLDS INC. 7.15- 2001
CLAYTON BROWN & ASSOCIATES, 7.00-1992/96 $1,741,316.75 $934,032.70
INC . 7.10-1997/98 7.2791%
7.20-1999
7.25-2000
7.30-2001
Member Smith then introduced the following resolution and moved its adoption:
RESOLUTION REIATING TO $1,760,000 GENERBL
OBLIGATION IMPROVEMENT BONDS, SERIES 1989;
AWARDING THE SALE, FIXING THE FORM AND DETAIIS AND PROVIDING
FOR THE EXECUTION AND DELIVERY -OF AND SECURITY THEREFOR
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the City), 'as
follows :
Section 1. Recitals. Authorization and Sale of Bonds.
1.01. Authorization. This Council has heretofore ordered various
improvements for the Centennial Lakes Redevelopment Project in the City (the
Improvements), to be constructed under and pursuant to Minnesota Statutes,
Chapters 475 and 429. This Council hereby determines to issue and sell $1,760,000
principal amount of General Obligation Improvement Bonds, Series 1989, 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 $20,000 representing
interest as provided in Minnesota Statutes, Section 475.56.
required by Minnesota Statutes, Section 475.60.
Sale and the Terms and Conditions of Sale, three sealed bids for the purchase of
the Bonds were received at or before the time specified for receipt of bids.
bids have been opened and publicly read and considered, and the purchase price,
interest rates and net interest cost under the terms of each bid have been
determined. The most favorable proposal received is that of First Bank National
Association of Minneapolis, Minnesota (the Purchaser), to purchase the Bonds at a
price of $1,741.520, the Bonds to bear interest at the rates set forth in Section
3.01.
hereby authorized and directed to execute a contract on the part of the City for
the sale of the Bonds with the Purchaser.
unsuccessful bidders shall be returned forthwith.
1.03. Performance of Requirements. 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 precedent to and in the valid issuance of the
Bonds having been done, existing, having happened and having been performed, it is
now necessary for this Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
the Bonds, as set forth in Section 3.01 hereof, are warranted by the anticipated
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1.02. Sale of Bonds. Notice of the sale of the Bonds was duly published as
Pursuant to the Notice of Bond
The
The proposal is hereby accepted, and the Mayor and the City Manager are
The good faith checks of the
1.04. Maturities. This Council finds and determines that the maturities of
122 3/20/89
collection of the special assessments leded and to be levied for the cost of the
improvements.
~ Section 1. Form of Bonds.
Section 2.01. Bond Form. The Bonds shall be prepared ia substantially the folloving form:
[Face of the Bonds1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION IMPROVEMENT BOND
SERIES 1989
Date of Interest Rate Maturity Original Issue CUSIP
April 1, 1989
SEE REVERSE
FOR CERTAIN
DEFINITIONS
REGISTERED OWNER:
PRINCIPAL AMOUNT: 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 named
above, or registered assigns, the principal amount specified
above, on the maturity date specified above, with interest
thereon from the date of original issue specified above, or
from the most recent interest payment date to which interest
has been paid or duly provided for, at the annual rate
specified above. Interest hereon is payable on February 1 and
August 1 in each year, commencing August 1, 1989, 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 at the principal
office of the Bond Registrar hereinafter designated, the
principal hereof, are payable in lawful money of the United
States of America by check or draft of First Trust National
Association, in St. Paul, Minnesota, as Bond Registrar,
Transfer Agent and Paying Agent (the Bond Registrar), or .its
successor designated under the Resolution described herein.
Additional provisions of this Bond are contained on
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 the manual
signature of one of its authorized representatives.
County, 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.
This Bond shall not be valid or become obligatory for
IN WITNESS WHEREOF, the City of Edina, Hennepin
(Facsimile Signature)
City Manager
(Facsimile Signature)
Mayor
31 201 89
(Facsimile Seal)
Date of Authentication:
CERTIFICATE OF AUTHENTICATION
123
This is one of the Bonds delivered pursuant to the
Resolution mentioned within.
FIRST TRUST NATIONAL ASSOCIATION,
as Bond Registrar
BY Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate
principal amount of $1,760,000 (the Bonds), issued pursuant to
a resolution adopted by the City Council on March 20, 1989 (the
,Resolution), for the purpose of financing the costs of
improvements in the City (the Improvements), and is issued
pursuant to and in full conformity with the provisions of the
the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Chapters 429 and 475.
The Bonds are payable primarily from the 1989 Improvement Bond Fund (the Fund) of the City. In addition, for the full and
prompt payment of the principal and interest on the Bonds as
the same become due, the full faith, credit and taxing power of
the City have been and are hereby irrevocably pledged. 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 1992 through 1995 are payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates
in 1996 and later years 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 in $5,000
principal amounts selected by lot within a maturity, on
February 1, 1995 and on any interest payment date thereafter,
at a price equal.to the principal amount thereof to be redeemed
plus accrued interest 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. Official notice
of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption
date, become due and payable at the redemption price therein
specified, and from and after such date (unless the City shall
default in the payment of the redemption price) such Bonds or
portions of Bonds shall cease to bear interest. 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 tq 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
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124 31 20 / 89
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 require'd 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 this Bond 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 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 in the City,
collectible in the years and amounts required to produce sums
not less than 5% in excess of the principal of and 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 City and the Bond Registrar may deem and treat the
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 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 (State) common
under Uniform Gifts to
Minors
Act............... .......
Additional abbreviations may also be used.
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 OF ASSIGNEE:
NOTICE: The signature(s) to
this assignment must correspond . with the name as it appears upon the face of the within Bond in
31 201 89 125
every particular, without
alteration, enlargement or any
/ / change whatsoever. Signature(s)
must be guaranteed by a com- mercial bank or trust company or
by a brokerage firm having a
membership in one of the major
stock exchanges. .. .-
2.02.
shall appear on the reverse side of each Bond, following a copy of the text of the
legal opinion of Bond Counsel:
We certify that the above is a full, true and correct copy of the legal
opinion rendered by Bond Counsel on the issue of Bonds of the City of Edina,
Minnesota, which includes the within Bond, dated as of the date of delivery of and
payment for the Bonds.
Form of Certificate. A certificate in substantially the following form
(Facsimile signature) . (Facsimile signature)
Section 3. Bond Terms. Execution and Delivery.
City Manager Mayor
3.01. Maturities. Interest Rates. Denominations. Payment. Datinz of Bonds. The
City shall forthwith issue and deliver the Bonds, which shall be denominated
"General Obligation Improvement Bonds, Series 1989" and shall be payable primarily
from the 1989 General Obligation Improvement Bond Fund of the City created in
Section 4.02. The Bonds shall be dated initially as of April 1, 1989, shall be
issuable in the denominations of $5,000 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 set forth opposite such years
and amounts as follows:
Year Amount Rate Year Amount Rate
1992 $180,000 6.75% 1997 $175,000 6.90%
1993 180 , 000 6.75 1998 175,000 6.95
1994 180,000 6.80 1999 175,000 7.00
1995 175,000 6.80 2000 175,000 7.05
1996 175,000 6.90 2001 170,000 7.10
The Bonds shall be issuable only in fully registered form. The interest
thereon and, upon surrender of a Bond at the principal office of the Registrar
described herein, the principal amount thereof, shall be payable by check or draft
issued by the Registrar described herein. Each Bond shall be dated as of the date
of authentication.
February 1 and August 1 in each year, commencing August 1, 1989, 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.
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:
3.02. Interest Pavment Dates. Interest on the Bonds shall be payable on
3.03. Renistration. The City shall appoint, and shall maintain, a bond
The effect of
(a) Rezister. 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.
(b) Transfer of Bonds. Upon surrender to the Registrar 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.
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3/20 I89 126
(c) Exchawe 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, interest rate and maturity, as
requested by the registered owner or the owner's attorney duly authorized in
writing.
(d) All Bonds surrendered upon any transfer or exchange shall
be promptly cancelled by the Registrar and thereafter disposed of ai directed by
the City.
(e)
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 valid and genuine and that the requested transfer is legally
authorized. The Registrar shall incur no liability for its refusal, in good 1
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 ovner of such Bond, whether such Bond shall be overdue or not, for the
purpose of receiving payment of, or on account oE, 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 effectual to
satisfy and discharge the liability of the City upon such Bond to the extent of
the sum or sums so paid.
(except for an exchange upon a partial redemption of a Bond), 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 Destroved 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 substitution 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 receipt by
the Registrar of evidence satisfactory to it that such Bond was lost, stolen or
destroyed, and of the ownership thereof, and upon receipt by the Registrar of an
appropriate bond or indemnity in form, substance and amotmt 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.
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
Cancellation. - roper or Unauthorized Transfer. When any Bond is presented to the
(f) Persons Deemed Owners.
(g) Taxes. Fees and Charges. For every transfer or exchange of Bonds
'
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(i) Authenticatine: Apent. The Registrar is hereby designated authenticating
3.04. ARPointment of Initial Rezistrar. The City hereby appoints First
Rust MatiOMl Association, of St. Paul, Mhnesota, 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 National Association, 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 performed. The City reserves 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.
further order of this Council, the City Finance Director shall transmit to the
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On or before each principal or interest due date, without
3/20/89 127
Registrar, from the 1989 Improvement Bond Fund, moneys sufficient for the payment
of all principal and interest then due.
on their respective stated maturity dates without option of prior payment, but
Bonds maturing in 1996 and later years are each subject to redemption, at the
option of the City and in whole or in part, and if in part, in inverse order of
maturities and, within any maturity, &n $5,000 principal amounts selected by the
Registrar by lot, on February 1, 1995 and on any interest payment date thereafter,
at a redemption price equal to the principal amount thereof to be redeemed plus
accrued interest to the date of redemption.
date set for redemption of any Bond, the City shall cause notice of the call for
redemption to be published in a daily or weekly periodical published in a
H2nnesota 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.
redemption date, redemption price, the numbers, interest rates and CUSIP numbers
of the Bonds to be redeemed and the place at which the Bonds are to be surrendered
for payment, which is the principal office of the Registrar. Official notice of
redemption having been given as aforesaid, the Bonds or portions thereof so to be
redeemed shall, on the redemption date, become due and payable at the redemption
price therein specified and from and after such date (unless the City shall
default in the payment of the redemption price) such Bonds or portions thereof
shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the City
shall also give, or cause to be given, notice of the redemption of any Bond or
Bonds or portions thereof at least 35 days before the redemption date by certified
mail or telecopy to the Purchaser and all registered securities depositories then
in the business of holding substantial amounts of obligations of the character of
the Bonds (such depositories now being The Depository Trust Company, of Garden
City, New York; Midwest Securities Trust Company, of Chicago, Illinois; Pacific
Securities Depository Trust Company, of San Francisco, California; and
Philadelphia Depository Trust Company, of Philadelphia, Pennsylvania) and one or
more national information services that disseminate information regarding
municipal bond redemptions; provided that any defect in or any failure to give any
notice of redemption prescribed by this paragraph shall not affect the validity of
the proceedings for the redemption of any Bond or portion thereof.
Bonds in a denomination larger than $5,000 may be redeemed in part in any
integral multiple of $5,000.
receive, upon surrender of such Bond to the Registrar, one or more new Bonds in
authorized denominations equal 2n principal amount to the unredeemed portion of
the Bond so surrendered.
direction of the City Manager 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. 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.
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 of such Bond has been duly executed by the manual signature of an
authorized representative of the Registrar.
different Bonds need not be signed by the same representative.
certificate of authentication on each Bond shall be conclusive evidence that it
has been authenticated and delivered under this Resolution. When the Bonds have
3.05. Redemtion. Bonds maturing in the years 1992 through 1995 are payable
At least thirty days prior to the
The notice of redemption shall specify the
I
The owner of any Bond redeemed in part shall
3.06. Preparation and Delzverp. The Bonds shall be prepared under the
Notwithstanding such
Certificates of authentication on
The executed
128 , 3/ 20/89
been so executed and authenticated, they shall be delivered by the City Manager to
the Purchaser 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. Securim Provisions.
4.01. I 1989 limrovement Construction Fund. There is hereby crea%ed a special
bookkeeping fund to be designated as the "1989 Improvement Construction Fund"
(hereinafter referred to as the Construction Fund), to be held and administered by
the City Finance Director 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 Improvements and the
payment of the expenses incurred by the City in connection with the issuance of
the Bonds.
balance of the proceeds of Bonds remaining in the Construction Fund may be used to
pay the cost, in whole or in part, of 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.
1989 Improvement Bond Fund.
outstanding and any principal of or interest thereon unpaid, the City Finance
Director shall maintain a separate and special bookkeeping fund designated "1989
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.
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 constitutional or
statutory tax limitation.
bonds payable fromthe 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. The 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.
that for payment of the cost of the Improvement 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 therefore, 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 the Improvement.
that any such assessment shall be at any time held invalid with respect to any
.
Upon completion and payment of all costs of the Improvements, any
4.02. So long as any of the Bonds are
I The City irrevocably appropriates to the Bond Fund (a) the
4.03. Additional Bonds. The City reserves the right to issue additional
4.04. Levv of SDecial Assessments. The City hereby covenants and agrees
I
In the event
3/20/89 129
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
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. The Council presently
estimated that the special assessments shall be in the principal amount of
$1,760,000 payable in not more than 10 installments, the first installment to be
collectible with taxes during the year 1991, and that deferred installments shall
bear interest at the rate of not less than nine percent (9%) per annum from the
date of the resolution levying said assessment until December 31 of the year in
which the installment is payable.
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 resolution. It is
estimated that the special assessments levied and to be levied for the payment of
the Improvement 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.
any year the sum of the balance in the Bond Fund plus the amount of taxes and
special assessments theretofore 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 becoming 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 limits of the City for the
purpose of restoring such accumulated or anticipated deficiency in accordance with
the provisions of this resolution.
Defeasance.
this Section 5, all pledges, covenants and other rights granted by this resolution
to the holders of such Bonds shall cease, and such Bonds shall no longer be deemed
outstanding under this Resolution. The City may discharge its obligations with
respect to any Bond which is due on any date by irrevocably depositing with the
Registrar on or before that date a sum sufficient for the payment thereof in full;
or, if any Bond should not be paid when due, the City may nevertheless discharge
its obligations with respect thereto by depositing with the Registrar a sum
sufficient for the payment thereof in full with interest accrued to the date of
such deposit. The City may also discharge its obligations with respect to any
prepayable Bond called for redemption on any date when it is prepayable according
to their terms, by depositing with the Registrar on or before that date a sum
sufficient for the payment thereof in full; provided that notice of the redemption
thereof has been duly given as provided in Section 3.05. 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 authorized by law to be so
deposited, bearing interest payable at such times 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 or, if notice of redemption as herein
required has been duly provided for, to such earlier redemption date.
Section 6. County Auditor Registration. Certification of Proceedings,
Investment of Money. Arbitrage. Official Statement and Fees.
6.01. 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 the County Auditor shall
.
4.05. Full Faith and Credit Pledped. The full faith and credit of the City
If on October 1 in
Section 5. When any Bond has been discharged as provided in
-
Countv Auditor Registration.
13 3120189
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 Proceedinps. The officers of the City and the County
Auditor of Hennepin County are hereby authorized and directed to prepare and
furnish to the Purchaser and to Dorsey & Uhitney, Bond Counsel to the City,
certified copies of all proceedings and records of the City, and such,pther
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 representation of the City as to the facts
recited therein.
6.03.
to time of the Bonds that it will not take or permit to be taken by any of its
officers, employees or agents any action which would cause the interest on the
Bonds to become subject to taxation under the Internal Revenue Code of 1986, as
amended (the Code), and the Treasury Regulations promulgated thereunder (the
Regulations), 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
such Code and Regulations.
Treasury an information reporting statement in the form and at the time prescribed
by the Code.
6.04. After February 1,
1995 the City Finance Director shall ascertain monthly the amount on deposit in
the Bond Fund.
exceeds by more than $88,000 the aggregate amount of principal and interest due
and payable from the Bond Fund within the next succeeding 12 months, such excess
shall be used to prepay and redeem Bonds or be invested at a yield less than or
equal to the yield on the Bonds, based upon their amounts, maturities and interest
rates on their date of issue, computed by the actuarialmethod. If any additional
bonds are ever issued and made payable from the Bond Fund, the dollar amount in
the preceding sentence shall be changed to eqyal 5 percent of the aggregate
original principal amount of the bonds of all series, including the Bonds, of
which any bonds are then outstanding and payable therefrom. The City reserves the
right to amend the provisions of this Section 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 are not necessary in order to ensure that the
Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Code and
Regulations.
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 certification in accordance with the provisions of Section 148 of
the Code, and Sections 1.103-13, 1.103-14 and 1.103-15 of the Regulations, 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.
The City will not use the proceeds
of the Bonds in such a manner as to cause the Bonds to be "arbitrage bonds" within
the meaning of Section 148 of the Code and applicable Regulations; to this end,
the City shall:
I 6.02.
Tax Covenant. The City covenants and agrees with the owners from time
The City will cause to be filed with the Secretary of
Investment of Honev on DeDosit in the Bond Fund.
If after February 1, 1995 the amount on deposit therein ever
M
6.05. Arbitrane Certification. The Mayor and the City Manager, being the
6.06 Comliance With Rebate Reauirement.
(i) maintain records identifying all "gross proceeds" (as defined in Section
148(f)(6)(B) of the Code) attributable to the Bonds, the yield at which such
gross proceeds are invested, any arbitrage profit derived therefrom (earnings in
excess of the yield on the Bonds) and any earnings derived from the investment
of such arbitrage profit;
the Bonds, the annual determinations of the amount, if any, of excess arbitrage
required to be paid to the United States by the City (the Rebate Amount);
I (ii) make, or cause to be made as of the anniversary date of the issuance of
3120189 131
(iii) pay, or cause to be paid, to the United States at least once every
five Bond Years the amount, if any, which is required to be paid to the United
States, including the last installment which shall be made no later than 60 days
after the day on which the Bonds are paid in full; and
(iv) retain all records of the annual determination of the foregoing amounts
until six (6) years after the Bonds have been fully paid.
In order to comply with the foregoing requirements , the City'-Finance Director
shall determine the Rebate Amount within 30 days of each anniversary date of the
issuance of the Bonds and upon payment in full of the Bonds and shall deposit such
Rebate Amount in a separate account and shall separately account for the earnings
from the investment of the Rebate Amount. In the event the foregoing requirements
conflict with the requirements of the Regulations promulgated under Section 148(f)
of the Code, the requirements of such Regulations shall be controlling.
6.07. Official Statement. The Official Statement relating to the Bonds,
dated March 6, 1989, prepared and distributed on behalf of the City by Public
Financial Systems, Inc., is hereby approved. The officers of the City are hereby
authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
.
Adopted by the City Council on March 20, 1989.
City Clerk
The motion for the adoption of the forgoing resolution was duly seconded by Member
Rice, and upon vote being taken thereon, the following voted in favor thereof:
Kelly, Paulus, Rice, Smith, Richards
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.
CLAIMS PAID
amounts of $10,812.12 and $11,216.37 for legal services. Manager Rosland
explained that majority of the charges on the bill for $10,812.12 were in
connection with the prosecution of the Bonynge case and that the other invoice was
for routine prosecution services.
Member Kelly questioned the claim presented by Thomsen-Nybeck in the
Motion was made by Member Smith and was seconded by Member Kelly for approval of
payment of claims as per pre-list dated 03/20/89: General Fund $265,251.78, Art
Center $5,524.02, Capital Fund $1,677.25, Golf Course Fund $13,971.34, Recreation
Center Fund $72,036.00, Gun Range Fund $453.86, Edinborough Park $11,339.13,
Utility Fund $17,399.46, Storm Sewer Utility $1,989.50, Liquor Dispensary Fund
of payment of the following claims dated 02/28/89: General Fund $279,189.98, Art
Center $1,338.62, Swimming Pool Fund $64.71, Golf Course Fund $12,829.32,
Recreation Center Fund $14,314.90, Gun Range Fund $167.25, Edinborough Park
$14,024.72, Utility Fund $24,230.51, Liquor Dispensary Fund $195,346.34, Total
$541,506.35.
' $69,928.15, Construction Fund $10,959.50, Total $470,529.99; and for confirmation
Ayes: Kelly, Paulus, Rice, Smith, Richards
Motion carried.
There being no further business on the Council Agenda, Mayor Richards declared the
meeting adjourned at 9:50 p.m.
?LuxG%Ju
City Clerk