HomeMy WebLinkAbout19921005_regular. -' 235
HIIQDTES
OF TEE REGTJIAR MEETING OF TEE
EDINA CITY COUNCIL HELD AT CITY HLu;L
OCTOBER 5, 1992
ROLLCAU Answering rollcall were Members Kelly, Paulus, Rice, and Mayor
Richards.
CONSENT AGENDA 1- APPROVED
by Member Kelly to approve and adopt the Council Consent Agenda items as
presented, with the exception of removal of item VI. B., New Nine Hole Golf
Course - Braemar and VI. C., Reconstruction of Normandale Golf Course.
Motion was made by Member Paula and was seconded
Rollcall :
Ayes: Kelly, Paulus, Rice, Richards
Motion carried.
*llllUTES OF SEPTEMBER 8 AND 21. 1992. APPROVED
and was seconded by Member Kelly to approve the
meetings of September 8 and September 21, 1992.
Motion carried on rollcall vote - four ayes.
Motion was made
Council minutes bY of
Member Paulus
the regular
PUBLIC HEARINGS CONDUCTED ON SPECIAL ASSESSMENTS: ASSES!HEWJ!S LEVIED Affidavits
of Notice were presented, approved and ordered placed on file.
been given, public hearings were conducted and action taken as recorded on the
following proposed assessments:
Location: Cornelia Drive
Due notice having
1. SIDEWALK IMPROVEMENT NO. S-53
Analysis of assessment for Sidewalk Improvement No. S-53 showed total
construction cost of $21,776.56 proposed to be assessed as follows: $5,444.20
School District, $5,444.20 City, and $10,888.16 against 138 residential lots at
$80.06 per lot. Assessment to be spread over ten years, James Trow, 7330
Cornelia Drive, objected to the proposed assessment because not all abutting
residential lots were included. Engineer Hoffman explained that the improvement
was petitioned for by the Cornelia School PTA to provide safety for children who
must walk to school. No other
objections were heard except that three written objections to the proposed
assessment were received prior hereto. Assessment for Sidewalk Improvement No.
S-53 approved by motion of Member Rice, seconded by Member Kelly and carried
unanimously.
The cut-off area was based on school bus stops.
(Assessment levied by resolution later in Minutes.)
2. CURB AND GUTTER IMPROVEMENT NO. B-91
Location: West 54th Street from Abbott Place to Zenith Avenue
Analysis of assessment for Curb and Gutter Improvement No. B-91 showed total
construction cost of $8,350.04, less general fund reimbursement of $1,179.96 for
a total cost of $7,170.96 proposed to be assessed against 209.8 assessable feet
at $34.18 per foot.
petitioned for by three property owners.
objections to the proposed assessment were received prior hereto.
Curb and Gutter Improvement No. B-91 approved by motion of Member Paula,
seconded by Member Kelly and carried unanimously.
resolution later in Minutes.)
Assessment to be spread over ten years. The improvement was
No objections were heard and no written
Assessment for
(Assessment levied by
3. CURB AND GUTTER IMPROVEMENT NO. B-92
Location: Birchcrest Drive from West.60th Street to Porter Lane
Analysis of assessment for Curb and Gutter Improvement No. B-29 showed total
construction cost of $15,039.90 proposed to be assessed against 765 assessable
feet at $19.66 per foot.
improvement was petitioned for by abutting property owners.
heard and no written objections to the proposed assessment were received prior
hereto,
of Member Kelly, seconded by Member Rice and carried unanimously. (Assessment
Assessment to be spread over ten years. The
No objections were
Assessment for Curb and Gutter Improvement No. B-92 approved by motion
236 10/5/92
levied by resolution later
4. SIDEWALK IMPROVEMENT
in Minutes.)
NO. S-56
Location: Thielen Avenue
I Analysis of assessment for Sidewalk Improvement No. S-56 showed total
construction cost of $10,524.12 proposed to be assessed against 1,603.2
assessable square feet at $6.29 per square foot, plus $440.00 per lot for a tree.
Assessment to be spread over ten years.
project for 14 properties. No objections were heard but written objection to the
proposed assessment was received from Evelyn Bros, 4366 Thielen Avenue, who
alleged that the sidewalk on her property was damaged by City snowplows when
storing snow at the block's dead end. Engineer Hoffman affirmed that the City
does store snow in that location and damage could have occurred over the years
because of the salt. He recommended that the assessment for 4366 Thielen Avenue
be reduced by one-third to be paid from the Engineering budget. Assessment for
Curb and Gutter Improvement No. B-92 approved by motion of Member Rice, seconded
by Member Kelly and carried unanimously, with the exception that the assessment
to the property owner at 4366 Thielen Avenue be reduced by one-third.
(Assessment levied by resolution later in Minutes.)
The improvement was a sidewalk repair
5. MAINTENANCE IMPROVEMENT NO. M-92
Location: 50th and France Business District
Analysis of assessment for Maintenance Improvement No. M-92 showed total
maintenance cost of $63,261.40 proposed to be assessed against 322,269 assessable
feet at $0.1963 per foot. Engineer Hoffman
explained that $10,000.00 for parking ramp maintenance has been included as
discussed and approved by Council in the budget process.
heard and no written objections to the proposed assessment were received prior
hereto.
Member Kelly, seconded by Member Rice and carried unanimously. (Assessment
levied by resolution later in Minutes.)
One year assessment payable in 1993.
No objections were-
Assessment for Maintenance Improvement No. M-92 approved by motion of
I 6. STREETSCAPE IMPROVEMENT NO. HRA-90-10
Location: 50th and France Business District
Analysis of assessment for Streetscape Improvement No. HRA-90-10 showed total
construction cost of $2,284,304.20, less 80% tax increment reimbursement, for a
total assessable cost of $456,860.84 proposed to be assessed against 376,529
square feet of floor area at $1.214 per square foot.
over ten years. Written objection to the proposed assessment was received from
Cineplex-Odeon. James Layer, co-owner the 50th & France Building at 3939 West
50th Street, objected that the detailed breakdown of costs was not included in
the notice of the proposed assessment sent to the 50th and France Business
District property owners.
to continue the public hearing on Streetscape Improvement No. HBB-90-10 to the
Council meeting of October 19, 1992.
Ayes: Kelly, Rice, Richards
Nays: Paulus
Motion carried.
Assessment to be spread
Motion of Mayor Richards was seconded by Member Kelly
7. AQUATIC WEEDS IMPROVEMENT NO. AQ-92
Location: Indianhead Lake
Analysis of assessment for Aquatic Weed Improvement No. AQ-92 for Indianhead Lake
showed total cost of $7,302.57 proposed to be assessed against 33 homes at
$221.29 per home. One year assessment payable in 1993.
Location: Mill Pond
Analysis of assessment for Aquatic Weed Improvement No. AQ-92 for Mill Pond
showed total cost of $6,131.76, less City contribution of $1,500.00 for a total
assessable cost of $4,631.75 proposed to be assessed against 63 homes at $73.52
per home. One year assessment payable in 1993.
written objections had been received prior hereto. Assessment for Aquatic Weed
Improvement No. AQ-92 approved by motion of Member Paul=, seconded by Member
Rice and carried unanimously.
Minutes. )
No objections were heard and no
,
(Assessment levied by resolution later in
10 15 I92
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8. TREE REMOVAL IMPROVEMENT NO. TR-92
Locations: 3908 West 54th Street, 5220 West 56th Street, 4119 West 62nd
Street, 4301 West 70th Street, 4231 Alden Avenue, 4601 Cascade Lane, 4605 Cascade
Lane, 6820 Cheyenne Trail, 6017 Chowen Avenue, 4814 Golf Terrace, 6216 Maloney
Avenue, 5817 Northwood Drive, 4231 Oakdale Avenue, 3905 Sunnyside Road, 4007
Sunnyside Road, 6308 Waterman Avenue, unplatted property (32-117-21-22-0048)
Analysis of assessment for removal of diseased trees showed total cost of
$10,866.02 proposed to be assessed against 17 lots.
six years for 5220 West 56th Street, 4301 West 70th Street, 4814 Golf Terrace,
6308 Waterman Avenue.
Street. Assessment to be spread over one year for 4119 West 62nd Street, 4231
Oakdale Avenue.
properties.
Assessment to be spread over
Assessment to be spread over five years for 3908 West 54th
Assessment to be spread over three years for the remaining
Dan Adams, 4231 Oakdale Avenue, objected to his proposed assessment because he
had informed the City that he would contract independently for removal of the
diseased elm tree on his property.
the top portion of the tree had been removed by the City’s contractor.
contacting the City again he was told that he would not be charged for removal of
the top limbs.
Oakdale Avenue be deferred to the Council meeting of October 19, 1992.
Prior to arrival of his private contractor,
Upon
Park Director Kojetin suggested the assessment against 4231
Assessment for Tree Removal Project No. TR-92 approved by motion of Member
Paulus, seconded by Member Kelly and carried unanimously, with the hearing on the
assessment for 4231 Oakdale Avenue contiwed to October 19, 1992.
levied by resolution later in Minutes.)
(Assessment
Following the presentation of analysis of assessments and approval, Member Rice
introduced the following resolution and moved adoption:
SPECIAL ASSESSMENTS LEVIED ON ACCOUNT
OF VARIOUS PUBLIC IMPROVEMENTS
The City has given notice of hearings as required by lav on the proposed
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, as follows:
1.
assessment rolls for the improvements hereinafter referred to, and at such
hearings held on October 5, 1992, has considered all oral and written objections
presented against the levy of such assessments.
2. Each of the assessments as set forth in the assessment rolls on file in the
office of the City Clerk for the following improvements:
Sidewalk Improvement No. S-53
Curb and Gutter Improvement No. B-91
Curb and Gutter Improvement No. B-92
Sidewalk Improvement No. S-56
Maintenance Improvement No. M-92
Aquatic Weeds Improvement No. AQ-92
Tree Removal Improvement No. TR-92
does not exceed the local benefits conferred by said improvements upon the lot,
tract or parcel of land so assessed, and all of said assessments are hereby
adopted and confirmed as the proper assessments on account of said respective
improvements to be spread against the benefitted lots, parcels and tracts of land
described therein.
3. The assessment shall be payable in equal installments, the first of said
installments, together with interest at a rate of 8.5% per annum, on the entire
assessment from the date hereof to December 31, 1993, to be payable with the
general taxes for the year 1993. To each subsequent installment shall be added
interest at the above rate for one year on all then unpaid installments.
number of such annual installments shall be as follows:
SIDEUAIX IMPRO- NO. S-53 (Levy NO. 12591) 10 .years.
CURB AHD GU!CTER IHPR0V”T NO. B-91 (Lev NO. 12593) 10 years
The
Name of Improvement No. of Installments
238 10/5/92
CURB AND GUTl!ER IHPROVEHENT NO. B-92 (Levy NO. 12594) 10 years
SIDEWALK IMPROVEMENT NO. S-56 (Levy NO. 12592) 10 years
-CE IHPR0V"T NO. 1-92 (Levy NO. 12581) 1 year
AQUATIC VEEDS IMPROVEMENT NO. AQ-92 (Levy NO. 12584) 1 year
TREE REKOVAL PROJECT NO. TB-92: (Levy NO. 12585) 1 year
(Levy No. 12586) 3 years
(Levy No. 12587) 5 years
(Levy No. 12588) 6 years
4. The City Clerk shall forthwith prepare and transmit to the County Auditor a
copy of this resolution and a certified duplicate of said assessments with each
then unpaid installment and interest set forth separately, to be extended on the
tax lists of the County in accordance with this resolution.
5. The City Clerk shall also mail notice of any special assessment which may be
payable by a county, by a political subdivision, or by the owner of any right-of-
vay as required by Minnesota Statutes, Section 429.061, Subdivision 4, and if any
such assessment is not paid in a single installment, the C€ty Treasurer shall
arrange for collection thereof in installments, as set forth in said section.
Motion for adoption of the resolution was seconded by Member Kelly.
Rollcall:
Ayes: Kelly, Paulus, Rice, Richards
Resolution adopted.
PUBLIC HEARING CONDUCTED: PETITION DISMISSED FOR ENVIROJ!MEWl!AL ASSES!B¶ENT
WORKSHEET FOR MARK DALQUIST ADDITION
Presentation bv Planner
Planner Larsen reminded Council that the property proposed for subdivision is
located south of Interlachen Boulevard and west of Schaefer Road with a gross
area of approximately 10.5 acres. Currently, there is a new single family home
under construction in the southwesterly portion of the property with access off'
Schaefer Road. The proponent, Mark Dalquist, has submitted a subdivision request
to create four new buildable lots with access off Harold Woods Lane.
Council previously heard the proposal on July 20, 1992, and September 8, 1992.
On September 8, 1992, staff was advised that by the Minnesota Environmental
Quality Board (EQB) that a petition had been submitted requesting an
Environmental Assessment Worksheet (EAW) to consider environmental impacts of the
proposed subdZvision.
1992, so that findings of fact could be drafted regarding the need for an EAW.
The Council voted to continue the matter to October 5,
Staff has prepared the Findings of Fact, Conclusion and Decision on the petition
and if Council adopts the resolution to deny the petition, the Findings of Fact
should be adopted as part of the record.
City's review process is not affected in any way.
would allow the Council to consider and act on the request for preliminary plat
approval.
action on the plat must be delayed until the EAW is completed and acted on by
Council.
discussed the process, steps and options regarding the EXW.
If the petition is dismissed, the
Dismissal of the petition
If Council determines an EAW should be prepared for this development,
Planner Larsen referenced a letter from Attorney Gilligan which
Planner Larsen said that after reviewing letters received on October 2, 1992,
from the MN Department of Natural Resources (DNR) and also from Messerli &
Kramer, attorneys representing concerned neighbors, regarding the request for an
EAW, staff would make no change in the recommendation to dismiss the petition.
Public Comment
William Turkula, Messerli & Kramer, representing residents of the neighborhood,
said their main concern was the impact of the proposed number of homes in this
delicate environmental area.
believe it to be a reasonable use of the land.
,
They do not want to stop the development but do not
The EAW would provide a vehicle
10/5/92
.I 239
to assess these environmental concerns and that was why the petition was filed.
Bernie Nelson, 5008 Schaefer Road, asked what the white stakes in his backyard
represented. Engineer Hoffman explained that, at the request of the City, the
stakes were placed there by Barr Engineering, who’are also consultants for the
Nine Mile Creek Watershed District, to delineate the wetlands line according to
the 1991 Wetland Conservation Act. Mr. Nelson said that, because he has the
lowest lot and the stormwater level goes higher in his yard than the stakes
portray, he was concerned that water could enter his basement.
Ted Pier, 5021 Ridge Road, mentioned that one of the wetland stakes was
positioned adjacent to a stake that was placed earlier marking the 30 foot
setback on Lot %of the proposed plat.
was only defining the wetlands boundary.
wetlands boundaries are very different from high water lines.
from a body of water are totally a planning issue.
the wetland extends into the area where the developers are intending to build a
house and that is of concern.
Engineer Hoffman said Barr Engineering
He explained that, by definition,
Further, setbacks
Mr. Pier said it appears that
Betsy Robinson, 5021 Ridge Road, asked what impact the DNR letter had over the
recommendation of the Planning Department.
Strauss and Thomas Balcom of the DNR, both of whom had expressed great concern
over the fragileness of the area.
in favor of retaining the 100 foot setback from the ponds and that they recommend
a discretionary EAW. Mayor Richards commented that all information is important.
She said that she had met with Ceil
Their letter clearly indicated that they are
Proponent Comment
Mark Dalquist, 5012 Schaefer Road, stated that the petition requesting an EAW is
based on generalities and that the signers in some cases were not properly
informed. In response to a letter he had written to all the affected neighbors,
one called to say he was told the Dalquists were not concerned about the
environment.
demonstrated that they are environmentalists. Neighbors also were told that the
lowlands would be flooded if the development was approved. Mr. Dalquist said
that was not true because they do not intend to change the drainage. Further, a
letter from Roger Johnson, 5004 Schaefer Road, asked that his name be removed
from the petition. Mayor Richards asked Mr. Dalquist if he felt the Council had
sufficient facts to deal with the petition for the EAW.
that he felt further studies would serve no purpose.
Mr. Dalquist said that over the years they have clearly
Mr. Dalquist responded
Council Comment/Action
Hearing no further public comment, Mayor Richards said that the matter before the
Council is to determine whether an EAW should be prepared for the development.
Member Rice referred to the stormwater analysis plan submitted on behalf of the
proponents by McCombs Frank Roos Associates, Inc. and asked if the analysis had
been reviewed by staff.
both the City Engineer and Barr Engineering, consultant for the City.
conclusion was that the methodology used met professional standards and the
analysis was acceptable and reasonable for consideration of the preliminary plat.
Engineer Hoffman responded that it had been reviewed by
Their
Member Rice made a motion to adopt the Findings of Fact, Conclusions and Decision
in the matter of the determination for an EAW for the Dalquist Addition
Subdivision and moved adoption of the following resolution:
RESOLUTION DENYING THE PETITION FOR
FOR DALQUIST ADDITION SUBDIVISION
PREPARATION OF AN ENVIROJ!MENTAL ASSESSMENT WORKSHEET (EBV)
TJHERess, a Petition was duly filed on September 4, 1992, with the Envlxonmental
Quality Board of the State of Minnesota (EQB) by the required number of
10/5/92
petitioners requesting an EBU be prepared for the Dalquist Addition Subdivision,
proposed by CDS Partners; and
WHEREAS, pursuant to Minnesota Rules regarding the preparation of EAUs, the EQB
has appointed the City of Edina as the Responsible Governmental Unit (RGU) to
determine the need for an EAU; and
WHEREAS, the City Council of the City of Edina, pursuant to Minnesota Rules and
the direction of the EQB, has as the duly appointed RGU, examined the evidence
set forth in the Petitioner's Petition; and
WHEREAS, after consideration of evidence presented by the petitioners, proposers,
City staff, consultants to the City, and other interested parties, together with
testimony presented at regularly scheduled City Council meetings of September 8,
1992, and October 5, 1992, the City Council has determlned that the evidence
presented does not demonstrate that the Dalquist Addition Subdivision may have
the potential to cause significant environmental effects; and
WHEREAS, the Subdivision regulations of the City of Ed-, together with the
required review and permit processes of other agencies, including, but no limited
to the Nine Mile Creek Watershed District, provide the necessary review
regulation and protection measures to evaluate the appropriateness of the
requested subdivision;
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Edina,
Minnesota, acting as the appointed RGU, hereby dismisses the Petition for an EBU
for the Dalquist Addition Subdivision.
Motion was seconded by Member Kelly.
240
I .
Member Kelly observed that, though this is a sensitive area, it has been studied
by competent individuals and she concurs with their judgement.
said he believed the City is capable of dealing with local land use issues.
Mayor Richards
Rollcall :
Ayes: Kelly, Paulus, Rice, Richards
Resolution adopted.
PUBLIC HEARING FOR PRELIMINARY PLAT APPROVAL FOR MARK DBLOUIST ADDITION CONTIEmED
TO 11/02/92
Presentation for Proponents
Mike Gair, McCombs Frank Roos Associates, representing the CDS development
partnership, noted that Greg Frank, President, and Brian Johnson, Registered
Engineer, were present to answer any engineering questions on the proposed Mark
Dalquist subdivision.
Mr. Gair gave a comprehensive presentation and showed graphics of the proposed
Dalquist Addition Subdivision summarized.as follows.
were an earlier seven lot subdivision which now would not meet Ordinance No. 804
requirements and a four lot subdivision (large south lot plus three lots on the
cul-de-sac moved south to improve depth for proposed Lot 4). The proposed five
lot subdivision now before Council would include the large south lot plus four
new buildable lots on the cul-de-sac from Schaefer Road.
Alternatives considered
Because the City's subdivision ordinance requires a 100-foot perpetual easement
upland from the ordinary high water mark (OHW), in this case 937.5 as established
by the DNR, the building pads for the four new lots would allow homes of
approximately 65 feet by 90 feet.
homes being built today, the proponents are ask'ing for a variance from the
required 100 foot perpetual easement from the ponds.
request is for a 25-foot variance from the 100 foot easement.
Lot 3, the request is for a 30-foot easement from the finger of water on the
north pond. As part of the proposal, sideyard setbacks have been increased from ,
the standard 10 feet to 35 feet to provide additional separation.
Because the pads are not the configuration of
For Lots 4, 5 and 2 the
In the case of I *
Mr. Gair mentioned that the recently approved six lot Wooddale Lakes Addition was
10/5/92
' 241
granted a 50 foot variance from the 100 foot perpetual easement requirement.
the proposed Mark Dalquist Addition Subdivision, the requested variances would
not affect the hydrologic efficiency of the ponds as indicated by the studies.
Most of the area the developers are trying to gain would be the existing
manicured lawn area of the property.
In
The five lot subdivision would exceed the neighborhood median requirements of the
ordinance.
neighborhood area is 75.56 feet with a median lot coverage of 13.05 percent. The
proposed subdivision would have an average building separation of 162 feet with
an average lot coverage of 5.8 percent.
The average building separation of the 53 homes in the 500 foot
A cross section graphic of the proposed subdivision showed,elevations of homes on
Lots 4 and 5 built above the 100 year water level of approximately 940 feet and
the extent of filling that would be required to accommodate the homes. All homes
are proposed to be built at elevations of 942 feet or above and would maximize
the existing topography.
In response to questions raised by the Council on July 20, 1992, Mr. Gair offered
the following comments. Regarding the question of how the setback from the ponds
is measured to protect the water bodies, Mr. Gair said that Ceil Strauss, DNR
Area Hydrologist, offered the following direction: 1) some flexibility might be
allowed in considering the requested variance for Lot 3 because alteration of the
shoreline was made in the past to accomplish a water equalization pumping system,
2) consideration of a setback of 30 to 35 foot from the OHW may be acceptable for
water bodies such as these ponds, and 3) establishment of an impact zone around
the pond of one-half the distance of the setback (50 feet).
Regarding concerns about the Schall home now being constructed, it is an L-shaped
configuration tucked back into the extreme southwestern portion of the property
and is substantially beyond the 100 foot setback except for one wain wall.
Access is from Schaefer Road with only the driveway and access to the building
within the 100 setback.
As to character and symmetry, the neighborhood is varied with larger and smaller
homes, two stories and ramblers. Ron Clark, the builder, is trying to be
sensitive to the market with regard to the character, type and value of the homes
that might be built on this valuable property.
With regard to demonstrated hardship, Mr. Gair said that this is not a variance
for lot size, setback or for public health/safety reasons but only for the
perpetual easement to protect the hydraulic efficiency and the natural character
of the area. He noted that the requested 75 foot setback from the ponds for Lots
4, 5 and 2 and the requested 30 foot setback for Lot 3 is coincidental to the
existing tree/woodland line.
The existing sanitary sewer, which runs through the center of the property
serving properties on Ridge Road, could be moved if it was determined that it
would serve a better purpose for the development.
presentation by showing slides which illustrated the physical characteristics,
scale, proportions and probable building pads of the proposed subdivision.
Public Comment
William Turkula, Messerli & Kramer, representing residents of the neighborhood,
said it appears that the burden is on the City to show that the variance should
be granted based on hardship. ,
developer to justify the request for the variance.
Minn. Stat. 394.27 in which the courts have said that where an applicant for a
variance has purchased property after constructive knowledge of the zoning
Mr. Gair concluded his
He submitted that the heavy burden is on the
He.referenced annotations to
242 1015192
ordinance restrictions then it is a self created hardship and does not constitute
a legal basis to justify the variance.
designed the subdivision so that it cannot be built without variances - that is
not a hardship that the courts will recognize.
neighborhood residents do not want to stop the development, but they do not
believe that acting in this fashion is a responsible enforcement of the existing
regulations that apply to subdivisions.
In this case, the developers have
I He reiterated that the
Patrick Mantyh, 6413 Interlachen Boulevard, said his home is to the northwest
across the pond from the proposed subdivision. They purchased their home three
years ago because of the view and wildlife in the area.
could be a subdivision of the Dalquist property at some time and were told that
Edina is very strict in enforcing a required 100 foot setback from the pond.
About a year and a half later, they decided to convert their garage, which faced
the pond, into a bedroom and applied for a 10 foot variance to extend the garage
forward and were denied. When Dalquist subdivision sign went up, he spoke to
Mr. Dalquist who said he may build four to six lots. Mr. Mantyh then spoke to
the Planning Department and asked if that were possible. He was told that no
more than three houses could be built on the property. When the mailed notice
arrived he was appalled to see that the.Planning Department was recommending that
the subdivision be approved.
Schall home) in determining median lot size for the subdivision and said
questions such as tree loss/filling were not addressed.
see the laws applied fairly and equitably, i.e. the 100 perpetual easement, no
matter who is the developer.
centered on economics and that does not constitute a hardship.
They were aware there
Mr. Mantyh objected to the inclusion of Lot 1 (the
He said he would like to
He concluded that the entire presentation has b’een
Peggy Carlisle, 5013 Ridge Road, commented she also had been through the
remodeling process and was denied a variance resulting in placement of her garage
at odds to the street in order to comply with the ordinance.
that three fourths of the area around the pond is developed and all those
properties have maintained the 100 foot setback.
applied to the new subdivision as it has been to the existing homes.
She pointed out
She asked that the setback be
Ted Pier, 5021 Ridge Road, reiterated that the neighbors are not objecting to the
development, but are asking that everyone abide by the same rules. He said the
neighbors have faith in City government and believe that the ordinances were
designed to help and guide all the citizens. When purchasing their homes, they
had the reasonable expectation that there would not be houses built closer than
100 feet from the pond‘s high water mark since that was the law.
Edward Glickman, 5217 Schaefer Road, said it appears that the proponents want a
variance because of hardship. The ordinances are very specific on what a
hardship is and the proposal does not even come close on the multi-points
required to meet the ordinance standards or statutes for a hardship as indicated
in his letter of July 23, 1992 to the Planning Commission. He noted Mr. Dalquist
purchased the property 18 months after the ordinance was passed requiring the 100
foot setback and 12 months after the sewer construction was approved. Mr. Schall
began building his home in April, 1992 and shortly thereafter the proposed
subdivision was presented with the variance request. He urged that the rules be
followed and that the 100 foot setback be enforced. Mark Dalquist, 5012 Schaefer
Road, pointed out on an aerial photo the proximity of the existing homes to each
other and to the pond.
subdivision will have more separation, will not be obtrusive and the subdivision
will appear less dense.
area during the years he has owned the property.
planted trees on the property over the years and that only a minimal number will
be taken down for construction of the homes.
houses would not have the design possibilities that a variance would provide.
He submitted that the four houses in the proposed ‘I He reiterated that he has protected the ecology of the
He pointed out that he has
Without the requested variance, the
243
Dee Dalquist, 5012 Schaefer Road, commented that the variances were not requested
to make more money but to give the architect more freedom in designing the homes.
Council Comment/Action
Mayor Richards then asked for Council comment and action on the request for
preliminary plat approval for the five lot subdivision.
this proposal was heard by the Planning Commission on two occasions and the
Commission had recommended denial.
He reminded Council that
Member Rice asked Planner Larsen to confirm that the developers could build four
homes in addition to the Schall home and still meet all ordinance requirements
without variances.
still some buildable area although argumentive. Member Rice commented that he
believed this proposal got off-track because of the perceived "end run" of the
Schall property and that he had some concerns about that process. Relative to
the concerns about drainage and the environment, Member Rice said he has to rely
on the opinions of the experts. Although there are numerous issues involved,
Member Rice said the proponents have not demonstrated all of the requirements to
grant a variance based on hardship.
to design the subdivision that would uphold the 100 foot setback requirement.
Planner Larsen answered that it would be possible as there is
He felt that there may be alternative ways
Member Paulus emphasized that the proponents have repeatedly said they wanted the
variance for more architectural freedom in designing the houses and, according to
the ordinance, that is not a condition for granting a variance. The proponents .
have said that by obtaining the variance the houses would be more marketable,
which borders on economic hardship. For that reason, Member Paulus said she
would vote for denial. Further, that a consistent standard should be applied in
granting or denying variances for a particular area.
Member Kelly commented that she concurred with comments made by Members Rice and
Paulus.
neighborhood, she believed the 100 foot easement should be adhered to.
Because she was also concerned with 1ot.coverage in this sensitive
Mayor Richards said he concurred with the views stated by the other Council
Members as it pertains to the variance. He asked if a denial of the subdivision
would preclude the proponents from seeking any type of development in some other
configuration within a one year period of time.
requirement only applies to rezoning property.
any time with the same proposal or a modified one.
action should be taken at this hearing because of the 120 day requirement.
Planner Larsen responded that
The proponents could return at
He reminded Council that some
Ron Clark, representing the developers, asked if they could work with staff and
bring back a proposal more in keeping with the Council's comments regarding the
100 foot setback if they agreed to an extension of the 120 day limit.
Larsen responded that the appropriate thing would be to extend the time period.
Planner
Member Paulus made a motion to continue the public hearing on the request for
preliminary plat approval for the Mark Dalquist Addition (Lot 11, Auditor's
Subdivision No. 325) to November 2, 1992, subject to vaiver of the 120 day period
by the proponents, with the understanding that any modified proposal be heard by
the Planning Commission on October 28, 1992. Motion was seconded by Member Rice.
Ron Clark, representing the developers, stated that they agreed to extending the
period for preliminary plat approval to November 2, 1992.
Mayor Richards then called for vote on the motion.
Ayes: Kelly, Paulus, Rice, Richards
Motion carried.
244 10/5/92
DRAFT CODE SECTION 1046 CONTINUED TO 10/19/92 (PARKING AND STORAGE OF VEHICLES
AND EOUIPIE"T> Assistant Manager Hughes recalled that on August 3, 1992, the
Council had directed staff to prepare a revision to the code section regulating
parking and storage of vehicles. The Council directed that the revised section
provide a mechanism for grandfathering vehicles which are parked in conformance
with current City ordinances (i.e. on the driveway, but not closer than 15 feet
to the street or five feet to a side lot line). I
In response staff has prepared draft Section 1046 which contains the following:
1. Commercial usage vehicles and inoperable vehicles must be stored in garage.
2. RVs, boats, ATVs, snowmobiles, utility trailers, and off-road vehicles can
be stored outdoors subject to the following:
(a)
an RV.
(b)
stored.
(c)
to side lot line, or rear yard but not closer than 25 feet to rear lot
line.
No more than two vehicles per lot, not more than one of which may be
Vehicle must be owned or leased by the occupant of the lot where
Vehicle must be stored in side yard, but not closer than five feet
No storage allowed in front or side street setback.
(d)
area on adjoining lot.
(e) loading/unloading or to accommodate visitors. Vehicle must be 15 feet
from street and five feet from side lot line.
Vehicle must be parked closer to owner's house than to buildable
Vehicle may be parked in driveway for seven days or less for
.
The proposed Section 1046 would establish a variance system as follows:
non-permitted locations.
1. Zoning Board of Appeals would hear variance requests to park vehicles in
2. Residents within 200 feet of request notified of hearing.
3. Board may attach conditions, e.g. screening.
4. Board action may be appealed to Council.
5. Variance may be transferred to another vehicle provided that the vehicle I
is not longer, wider, taller, or older than the vehicle for which the
variance was granted.
Since adoption of the Code on August 3, 1992, a grandfather clause has been added
(1046.06) whereby existing RVs, boats, ATVs, snowmobiles and trailers may
continue to be parked on driveways on R-1 and R-2 District lots subject to the
following:
1. Vehicle must be operable.
2.
3. Not within 15 feet of street or five feet of side lot line.
4. Not transferable to a different vehicle or a different lot.
No more than one vehicle in the driveway per lot.
Public Comment
Gary Alan Bartolett and Gary L. Bartolett, 7421 Gleason Road, voiced objection to
the draft ordinance and made the following comments, 1) what is the public issue,
2) believe there is no Section 1045 to repeal, 3) this is a misdemeanor ordinance
(an act) and by adding the grandfather clause it becomes a zoning ordinance for
personal property and makes no sense.
William Hanson, 5801 Johnson Drive, felt the grandfather clause has not taken
into consideration the residents who were there before the RV appeared.
affected residents have rights also but may be reluctant to speak out.
RVs have some responsibilities to the neighbors and to the City.
Mayor Richards suggested that, because of the absence of Member Smith, the
Council consider continuing the matter to the next Council meeting.
He felt
Owners of 'I
10/5/92
' 245
Member Kelly made a motion to continue the public hearing on the proposed Code
Section 1046 - Parking and Storage of Vehicles and Equipment to October 19, 1992.
Motion was seconded by Member Rice.
Ayes: Kelly, Paulus, Rice, Richards
Motion carried.
BID AWARDED FOR $3.975.000 G.O. RECREATIONAL FACILITP BONDS. SERIES 1992A
It was reported that three sealed bids for the bonds had been received at the
time and place designated in the Terms of Proposal approved by resolution of the
Council at the meeting held on September 8, 1992, and included in the Official
Statement circulated by the City's financial advisor on behalf of the City. The
bids received were as follows:
Net True
Bidder Rates Price cost Rate
FBS INVESTMENT SERVICES, INC. 4.00% 1996 $3,931.275.00 $3,311,625.00 5.941%
DAIN BOSWORTH INCORPORATED 4.40% 1997
MERRILL LYNCH & CO. 4.70% 1998
NORWEST INVESTMENT SERVICES, 4.90% 1999
INCORPORATED 5.00% 2000
PIPER JAFFRAY, INC. 5.20% 2001
SMITH BARNEY, HARRIS UPHAM & 5.40% 2002
COMPANY INCORPORATED 5.50% 2003
AND ASSOCIATES 5.60% 2004 - In Association With - 5.70% 2005
HARRIS TRUST AND SAVINGS BANK 5.80% 2006
KIDDER, PEABODY & COMPANY, 5.90% 2007
INCORPORATED 5.95% 2008
Interest Interest Interest
6.00% 2009-2010
6.05% 2011-2013
KEMPER SECURITIES, INC. $3,921,337.50 $3,337,919.17 6.0120%
CLAYTON BROWN & ASSOCIATES 5.50% 1996-2003
I
INCORPORATED 5.60% 2004
GRIFFIN, KUBIK, STEPHENS & 5.75% 2005
THOMPSON, INC. 5.80% 2006
William Blair & Company 5.90% 2007
6.00% 2008-2013
LEHMAN BROTHERS
PRUDENTIAL SECURITIES, INC.
DEAN WITTER REYNOLDS
PAINE WEBBER INCORPORATED
BEAR, STEARNS & CO., INC.
A.G. EDWARDS & SONS,
INCORPORATED
INCORPORATED AND ASSOCIATES
4.50% 1996 $3,921,337.50 $3,369,549.17 6.0572%
4.60% 1997
4.80% 1998
5.00% 1999
5.20% 2000
5.35% 2001
5.50% 2002
5.60% 2003
5.70% 2004
5.80% 2005
5.90% 2006
6.00% 2007-2009
6.10% 2010-2011
6.15% 2012-2013
Member Paulus then introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $3,975,000 GENERAL OBLIGATION
RECREATIONAL FACILITY BONDS, SERIES 19928; AWARDING THE SALE,
FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION
THEREOF AND THE SECURITY THEREFOR
246 10/5/92
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the Issuer),
as follows:
Section 1. Authorization and Sale.
1.01. Authorization and Outstanding Bonds. This Council, by a resolution
adopted on September 8, 1992, authorized the sale of $3,975,000 General
Obligation Recreational Facility Bonds, Series 1992A (the Bonds) of the Issuer,
pursuant to Minnesota Laws 1961, Chapter 655 (the Act), and Minnesota Statutes,
Chapter 475, in order to finance the acquisition and betterment of certain
improvements (the Improvements) to the municipal recreational facilities of the
Issuer. The Bonds shall be payable primarily out of the net revenues (the Net
Revenues) to be derived from the municipal golf courses, ice arena and liquor
stores of the Issuer. There is currently payable out of all or a portion of the
Net Revenues the General Obligation Golf Course Bonds, Series 1985 of the Issuer,
initially dated as of September 1, 1985 (the 1985 Bonds), the General Obligation
Recreational Facility Bonds, Series 1988 of the Issuer, initially dated as of
October 1, 1988 (the 1988 Bonds), and the General Obligation Recreational
Facility Bonds, Series 1989 of the Issuer, initially dated as of April 1, 1989
(the 1989 Bonds). Simultaneously with the issuance of the Bonds the Issuer is
issuing its General Obligation Recreational Facility Refunding Bonds, Series
1992C (the 1992C Bonds), to refund a portion of the 1985 Bonds, 1988 Bonds and
1989 Bonds, and the 1992C Bonds are to be payable out of the Net Revenues.
1.02. Findings. It is hereby found, determined and declared that the Net
Revenues in the fiscal year ended December 31, 1991 totalled $1,064,781, which
amount exceeds the maximum amount of principal and interest to become due in any
future fiscal year on the Bonds and the 1985 Bonds, 1988 Bonds, 1989 Bonds and
1992C Bonds, as adjusted to reflect the redemption of the 1985 Bonds, 1988 Bonds
and 1989 Bonds from the proceeds of the 1992C Bonds and the payment of interest
on the 1992C Bonds from proceeds of the 1992C Bonds until applied to refund the
1985 Bonds, 1988 Bonds and 1989 Bonds. By Section 4 hereof the sum of $344,900
derived from Net Revenues is appropriated and credited to a separate account in
the sinking fund established for the payment of the Bonds as required by the Act.
1.03. Sale of Bonds. The Issuer has retained Springsted Incorporated, as
independent financial advisors in connection with the sale of the Bonds.
Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the
requirements as to public sale do not apply to the issuance of the Bonds. Bids
have been received in accordance with the Terms of Proposal approved by the
resolution adopted by this Council on September 8, 1992 authorizing the sale of
the Bonds, and the Council has publicly considered all sealed bids presented in
conformity with the Terms of Proposal.
ascertained to be that of FBS Investment Services, Inc., and associates, of
Minneapolis, Minnesota (the Purchaser), to purchase the Bonds at a price of
$3,931,275 plus accrued interest on all Bonds to the day of delivery and payment,
on the further terms and conditions hereinafter set forth.
Purchaser and the Mayor and Manager are hereby authorized and directed on behalf
of the Issuer to execute a contract for the sale of the Bonds in accordance with
the terms of the bid. The good faith deposit of the Purchaser shall be retained
and deposited by the Issuer until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
other bidders shall be returned to them forthwith.
Bonds by the covenants and agreements hereinafter set forth.
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 the Council to
establish the form and terms of the Bonds, to provide security therefor and to
issue the Bonds forthwith.
I
The most favorable of such bids is
1.04 Award of Bonds. The sale of the Bonds is hereby awarded to the
The good faith checks of
1.05. Issuance of Bonds. The City is authorized by the Act to secure the
All acts,
‘I
Section 2. Bond Terms: Registration: Execution and Deliverv.
10/5/92
'' 247
2.01. Issuance of Bonds. The Bonds shall be originally dated November 1,
1992, as the date of original issue and shall be issued forthwith on or after
such date using a Global Book Entry System. One Global Certificate representing
the aggregate principal amount of the Bonds maturing in each year (the Global
Certificates) will be issued and fully registered as to principal and interest in
the name of Kray & Co. as nominee of the Midwest Securities Trust Company (the
Depository), a Securities and Exchange Commission registered depository, an
Illinois trust company, a member of the Federal Reserve System and a "clearing
corporation" within the meaning of the Illinois Uniform Commercial Code.
shall be in the denomination of $5,000 each, or any integral multiple thereof, of
single maturities, shall mature on January 1 in the years and amounts stated
below, and shall bear interest from date of issue until paid or duly called for
redemption at the respective annual rates set forth opposite such years and
amounts, as follows:
2.02. Maturities: Interest Rates: Denominations and Pavment. The Bonds
- Year Amount - Rate Year Amount - Rate
1996 $ 45,000 4.00% 2005 $250,000 5.70%
1997 70,000 4.40 2006 260,000 5.80
1998 105,000 4.70 2007 275,000 5.90
1999 105,000 4.90 2008 285,000 5.95
2000 130,000 5.00 2009 305,000 6.00
2001 135,000 5.20 2010 320,000 6.00
2002 170,000 5.40 2011 340,000 6.05
2003 200,000 5.50 2012 360,000 6.05
2004 235,000 5.60 2013 385,000 6.05
For the purpose of complying with the provisions of Minnesota Statutes, Section
475.54, subdivision 7, the maturities of the Bonds shall be combined with the
maturities of the 1992C Bonds and of the 1985 Bonds, 1988 Bonds and 1989 Bonds
not refunded by the 1992C Bonds.
2.03. Dates and Interest Pavment Dates. The Bonds shall bear interest
payable on January.1 and July 1 of each year (an Interest Payment Date),
commencing July 1, 1993, calculated on the basis of a 360 day year of twelve 30
day months.
first paragraph thereof, and interest on any Non-Global Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name
the Bond is registered (the Holder) on the registration books of the Issuer
maintained by the Bond Registrar, and in each case at the address appearing
thereon at the close of business on the fifteenth (15th) calendar day preceding
such Interest Payment Date (the Regular Record Date). Any such interest not so
timely paid shall cease to be payable to the person who is the Holder thereof as
of the Regular Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the Special Record Date) fixed by the
Bond Registrar whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given by the Bond Registrar
to the Holders not less than ten (10) days prior to the Special Record Date.
2.04. Form of Bond. The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in Section
2.14, and otherwise shall be in the form of Non-Global Bonds. The form of Bonds
shall be substantially as set forth in Exhibit A for the Global Certificates or
as set forth in Exhibit B for the Non-Global Bonds, but may contain such
additional or different terms and provisions as to the form and time of payment,
record date, notices and other matters as are consistent with a Supplemental
Resolution.
2.05. Redemution. The Issuer may elect on January 1, 2002, and on any date
thereafter, to prepay Bonds due on or after January 1, 2003. Redemption may be
in whole or in part of the Bonds subject to prepayment. I
part, the City shall determine the order of redemption of Bonds.
is prepaid only in part, prepayments will be in increments of $5,000 of.
principal.
Interest on any Global Certificate shall be paid as provided in the
If redemption is in
If a maturity
All such prepayments shallbe-at a price of par plus accruedz.
240 10/5/92
interest .
provided upon receipt by the Bond Registrar at least forty-five (45) days prior
to the redemption date of a request of the Issuer, in written form if the Bond
Registrar is other than a Issuer officer, unless a shorter period of notice is
acceptable to the Bond Registrar.
amount of Bonds to be called for redemption, the redemption date and the
redemption price.
law, and mailed notice of redemption shall be given to the paying agent (if other
than a Issuer officer) and to each affected Holder. If and when the Issuer shall
call any of the Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name of the Issuer
of its intention to redeem and pay such Bonds at the office of the Bond
Registrar. Notice of redemption shall be given by first class mail, postage
prepaid, mailed not less than thirty (30) days prior to the redemption date, to
each Holder of Bonds to be redeemed, at the address appearing in the Bond
Register; provided that if a Depository Letter Agreement (hereafter defined)
contains other or different requirements for delivery of such notice to the
Depository, then the provisions of the Depository Letter Agreement shall be
followed for that Holder.
The Bond Registrar shall call Bonds for redemption and payment as herein
I Such request shall specify the principal
Published notice of redemption shall in each case be given in accordance with
All notices of redemption shall state:
(a) The redemption date;
(b) The redemption price:
(c) If less than all outstanding Bonds are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of
the bonds to be redeemed;
(d) That on the redemption date, the redemption price will become due and
payable upon each such Bond, and that interest thereon shall cease to accrue
from and after said date; and
(e) "he place where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
2.06.
act as bond registrar and transfer agent with respect to the Bonds (the Bond
Registrar), and shall so act for all Bonds unless and until a successor Bond
Registrar is duly appointed.
the Issuer, or a bank or trust company eligible for designation as bond registrar
pursuant to Minnesota Statutes, Chapter 475. "he Bond Registrar shall also serve
as paying agent unless and until a successor paying agent is duly appointed.
Principal and interest on the Bonds shall be paid to the Holders of the Bonds in
the manner set forth in the forms of Bond and Section 3.
Issuer by the signatures of its Mayor and Manager, each with the effect noted on
the forms of the Bonds; provided that any of such signatures may be printed or
photocopied facsimiles.
absence of any such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or disabled
officer.
signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if the officer had remained in
office until delivery.
Director to the Purchaser upon receipt of the purchase price, and the Purchaser
shall not be obliged to see to the proper application thereof.
obligatory for any purpose or be entitled to any security or benefit under this
resolution unless a Certificate of Authentication on such Bond, substantially in
the form set forth on the form of Bond, shall have been duly executed by the Bond
Registrar.
I Bond Registrar. The Finance Director of the Issuer is appointed to
A successor Bond Registrar shall be an officer of
2.07. Execution and Deliverv. The Bonds shall be executed on behalf of the
In the event of disability or resignation or other
In case any such officer whose signature or facsimile of whose '
The Bonds when so prepared'and executed shall be delivered by the Finance
2.08. Authentication: Date of Renistration. No Bond shall be valid or .
- The Bond Registrar shall authenticate the signatures of officers of
1015192 ., 249
the Issuer on each Bond by execution of the Certificate of Authentication on the
Bond and by inserting as the date of registration in the space provided the date
on which the Bond is authenticated.
Bonds to the Purchaser, the Bond Registrar shall insert as the date of
registration the date of original issue. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has been authenticated
and delivered under this resolution.
the office of the Bond Registrar a bond register in which, subject to such
reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar
shall provide for the registration of Bonds and the registration of transfers of
Bonds entitled to be registered or transferred as herein provided.
All Bonds surrendered upon any exchange or transfer provided for in this
Resolution shall be promptly cancelled by the Bond Registrar and thereafter
disposed of as directed by the Issuer.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the Issuer evidencing the same debt, and entitled to the
same benefits under this Resolution, as the Bonds surrendered for such exchange
or transfer.
endorsed or be accompanied by a written instrument of transfer, in form
satisfactory to the Bond Registrar, duly executed by the Holder thereof or the
Holder's attorney duly authorized in wrzting.
The Bond Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with the transfer or exchange
of any Bond and any legal or unusual costs regarding transfers and lost Bonds.
contained in any agreement with, or notice to, the Bond Registrar, including
regulations which permit the Bond Registrar to close its transfer books between
record dates and payment dates.
2.10. Rights Upon Transfer or Exchanve.
of or in exchange for or in lieu of any other Bond shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Bond.
2.11. Holders: Treatment of Revistered Owner: Consent of Holders.
(A)
For purposes of delivering the original
2.09. Registration: Transfer: Exchanee. The Issuer will cause to be kept at
Every Bond presented or surrendered for transfer or exchange shall be duly
Transfers shall also be subject to reasonable regulations of the Issuer
Each Bond delivered upon transfer
For the purposes of all actions, consents and other matters affecting
Holders of Bonds issued under this Resolution, as from time to time supplemented,
other than payments, redemptions, and purchases, the Issuer may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond
instead of the person in whose name the Bond is registered.
the Issuer may ascertain the identity of the beneficial owner of the Bond by such
means as the Bond Registrar in its sole discretion deems appropriate, including
but not limited to a certificate from the Depository or other person in whose
name the Bond is registered identifying such beneficial owner.
Bond is registered as the owner of such Bond for the purpose of receiving payment
of principal of and premium, if any, and interest on, such Bond and for all other
purposes whatsoever whether or not such Bond shall be overdue, 'and neither the
Issuer nor the Bond Registrar shall be affected by notice to the contrary.
(C) Any consent, request, direction, approval, objection or other instrument
required by this Resolution, as supplemented, to be signed and executed by the
Holders may be in any number of concurrent wFitings of similar tenor and must be
signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval,
objection or other instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for
any of the purposes of this Resolution as supplemented, and shall be conclusive
in favor of the Issuer with regard to any action taken by it under such request
or other instrument, namely:
For that purpose,
(B) The Issuer and Bond Registrar may treat the person in whose name any
10/5 192
(1)
be proved by the certificate of any officer in any jurisdiction who by law
has power to take acknowledgments within such jurisdiction that the person
signing such writing acknowledged before him the execution thereof, or by an
affidavit of any witness to such execution.
(2) Subject to the provisions of subsection (A) above, the fact of the
ownership by any person of Bonds and the amounts and numbers of such Bonds,
and the date of the holding of the same, may be proved by reference to the
Bond Register.
2.12. Description of the Global Certificates and Global. Book-Entrv Svstem.
The fact and date of the execution by any person of any such writing may 250
Upon their original issuance the Bonds will be issued in the form of a single
Global Certificate for each maturity, deposited with the Depository by the
Purchaser and immobilized as provided in Section 2.14.
interests in the Bonds will receive certificates representing their respective
interests in the Bonds except as provided in Section 2.14. Except as so
provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will
be reflected by book entries made on the records of the Depository and its
Participants and other banks, brokers, and dealers participating in the National
System,
authorized to be in integral increments of $5,000, despite the larger authorized
denominations of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the Bond Registrar
as paying agent, and in turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository
according to the laws and rules governing it will receive and forward payments on
behalf of the beneficial owners of the Global Certificates.
2.13. DeDOSitOrv Letter Ameement. There has been submitted to this Council
a form of letter agreement between the Bond Registrar and the Depository.
letter agreement (the Depository Letter Agreement) is hereby approved. The Bond
Registrar, the Mayor and the Manager are hereby authorized and directed to
execute the Depository Letter Agreement in substantially the form submitted, with
only such variations therein as may be required to complete the Depository Letter
Agreement, or which are not, in the opinion of the Issuer Attorney and bond
counsel, materially adverse to the interests of the Issuer.
Depositorv and ReDlaCement Bonds.
the Depository, immediately upon the original delivery of the Bonds the Purchaser
will deposit the Global Certificates representing all of the Bonds with the
Depository. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository
or its nominee and shall be held immobilized from circulation at the offices of
the Depository. The Depository or its nominee will be the sole holder of record
of the Global Certificates and no investor or other party purchasing, selling or
otherwise transferring ownership of interests in any Bond is to receive, hold or
deliver any Global Certificates so long as the Depository holds the Global
Certificates immobilized from circulation, except as provided below in this
Sect ion.
Global Certificates evidencing the Bonds may not, after their original
delivery, be transferred or exchanged except:
(i) Upon exchange of a Global Certificate after a partial redemption, as
provided in Section 2.15,
(ii)
depository (a "Substitute Depository") designated pursuant to clause (iii) of
this subparagraph, provided that any successor of the Depository or any
Substitute Depository must be both a "clearing corporation" as defined in the ,
Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, and
a qualified and registered "clearing agency" as provided in Section 17A of
the Securities Exchange Act of 1934, as amended,
No beneficial owners of
The Depository's book entries of beneficial ownership interests are
.
Such I
2.14. Immobilization of Global Certificates bv the Depositorv: Successor
Pursuant to the request of the Purchaser to
To any successor of the Depository (or its nominee) or any substitute
I
1015192 .I 251
(iii) To a Substitute Depository designated by and acceptable to
upon (a) the determination by the Depository that the Bonds shall
the Issuer
no longer
the Issuer
provided
be eligible for its depository services or (b) a determination by
that the Depository is no longer able to carry out its functions, -
that any Substitute Depository must be qualified to act as such, as provided
in clause (ii) of this subparagraph, or
(iv) In the event that:
(a) and the Issuer is unable to locate a Substitute Depository within two (2)
months following the resignation or discontinuance, or
(b) the Issuer determines in its sole discretion that (1) the continuation
of the book entry system described herein might adversely affect the
interests of the beneficial owners of the Bonds, or (2) that it is in the
best interest of the beneficial owners of the Bonds that they obtain
certificated Bonds,
the Depository shall resign or discontinue its senrices for the Bonds
I
in either of which events the Issuer shall notify Holders of its determination
and the Issuer, the Bond Registrar and the Depository shall cooperate in
providing certificates (the "Replacement Bonds") to Holders and the registration,
transfer and exchange of such Bonds shall thereafter be conducted as provided in
Section 2.09 hereof.
In the event of a replacement of the Depository as may be authorized by'the
second paragraph of this Section, the Bond Registrar upon presentation of Global
Certificates shall register their transfer to the substitute or successor
depository, and the substitute or successor depository shall be treated as the
Depository for all purposes and functions under this resolution. The Depository
Letter Agreement shall not apply to a Substitute Depository unless the Issuer and
the Substitute Depository so agree, and a similar agreement may be entered into.
2.15. Redemption-Global Certificates. Upon a reduction in the aggregate
principal amount of a Global Certificate, the Holder may make a notation of such
redemption on the panel provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond Registrar in exchange
for a new Global Certificate authenticated by the Bond Registrar, in proper
principal amount. Such notation, if made by the Holder, shall be for reference
only, and may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate outstanding,
unless the Bond Registrar has signed the appropriate column of the panel.
For the purposes of giving notice in accordance with Section 2.05, the
"Holder" of Global Certificates shall be the Depository or its nominee.
2.16. Redemption-Non-Global Bonds. To effect a partial redemption of
Non-Global Bonds having a common maturity date, the Bond Registrar prior to
giving notice of redemption shall assign to each Non-Global Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of
such Non-Global Bond. The Bond Registrar shall then select by lot, using such
method of selection as it shall deem proper in its discretion, from the numbers
as, at $5,000 for each number, shall equal the principal amount of such
Non-Global Bonds to be redeemed. The Non-Global Bonds to be redeemed shall be
the Non-Global Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such Non-Global Bond
of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 of
principal amount for each number assigned to it and so selected.
to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such Non-Global Bond,,
without service charge, a new Non-Global Bond or Bonds of the same series having
the same stated maturity and interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate principal amount equal
If a Non-Global Bond is to be redeemed only in part, it shall be surrendered
252 1015 192
to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
Construction Fund. Proceeds of the Bonds in the amount of $3,931,275 shall be
deposited in a separate Series 19928 General Obligation Recreational Facility
Bond Construction Fund (the Construction Fund) which shall be created and
maintained on the books of the Issuer as a separate account.
Fund shall be used solely to defray expenses of the Improvements and of costs of
issuance of the Bonds.
Improvements, any amounts remaining in the Construction Fund shall be credited
and paid to the Sinking Fund created pursuant to Section 4 hereof.
proceeds of the Bonds shall be deposited in the Sinking Fund created pursuant to
Section 4 hereof.
Section 4. General Oblination Recreational Facilitv Bond Sinkinn Fund. The
Bonds shall be payable from a separate Series 19928 General Obligation
Recreational Facility Bond Sinking Fund (the Sinking Fund) which shall be created
and maintained on the books of the Issuer as a separate debt redemption fund
until the Bonds, and all interest thereon, are fully paid. There shall be
credited to the Sinking Fund the following:
Section 3. Use of Proceeds and General Obliaation Recreational Facilitv Bond
The Construction
Upon completion and payment of all costs of the
The remaining
(a) Any amount initially deposited therein pursuant to Section 3 hereof.
(b) All taxes levied and all other money which may at any time be received
for or appropriated to the payment of the principal of or interest on the
Bonds, including the Net Revenues herein pledged and appropriated to the
Sinking Fund and all collections of any ad valorem taxes levied for the
payment of the Bonds.
(c) a separate subaccount in the Sinking Fund as a reserve for the Bonds as
required by the Act, and which amounts equal 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.
(d) Any other funds appropriated by the Council for the payment of the
Bonds.
Section 5. Pledae of Net Revenues.
The sum of $344,900 from Net Revenues, which amount shall be credited to
The Net Revenues are hereby irrevocably
pledged and appropriated to the payment of the Bonds and interest thereon when
due and the maintenance of the reserve account required by the Act.
of the Net Revenues to the payment of the Bonds and maintenance of the reserve
account is subordinate to the pledge of the Net Revenues to the payment of the
Prior Bonds and on a parity with the pledge of such net revenues to the payment
of the 1992C Bonds. Nothing herein shall preclude the Issuer from hereafter
making further pledges and appropriations of the Net Revenues for payment of
additional obligations of the Issuer hereafter authorized if the Council
determines before the authorization of such additional obligations that the
estimated Net Revenues will be sufficient, together with any other sources
pledged to the payment of the outstanding and additional obligations, for payment
of the outstanding bonds and such additional obligations.
and appropriations of Net Revenues may be made superior or subordinate to, or on
a parity with, the pledge and appropriation herein made.
Section 6. Pledae of Taxinn Powers.
principal of and interest on the Bonds as such payments respectively become due,
the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. It is, however, presently estimated that the funds
appropriated pursuant to Section 5 hereof will provide sums not less than 5% in
excess of principal and interest on the Bonds when due, and therefore no tax levy
is presently required.
provided in this section, all pledges, covenants and other rights granted by thls
resolution to the registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the
The pledge
Such further pledges
For the prompt and full payment of the
Section 7. Defeasance. When all of the Bonds have been discharged as
10/5/92 .; 253
payment thereof in full; or, if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued from the due date to the date
of such deposit. The Issuer may also discharge its obligations with respect to
any prepayable Bonds called for redemption on any date when they are prepayable
according to their terms, by depositing with the Registrar 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 Issuer 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
time and at such rates and maturing or callable at the holder's option 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.
directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and obtain a certificate that the Bonds have been duly entered
upon the Auditor's bond register as required by law.
Section 9. Authentication of Transcript. The officers of the Issuer and
County 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 relating to the Bonds 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 in their custody and control or as otherwise known to them,
and all such certified copies, affidavits and certificates, including any
heretofore furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
Section 10. Tax Covenant. The Issuer covenants and agrees with the holders
from time to time of the Bonds that it will not take or permit to be taken by any
of its officers, employees or agents any action which would cause the interest on
the Bonds to become subject to taxation under the Internal Revenue Code of 1986,
as amended (the Code), and the Treasury Regulations promulgated thereunder (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. The Issuer will cause to be filed with the
Secretary of Treasury an information reporting statement in the form and at the
time prescribed by the Code.
the Issuer and available for use by members of the general public on a
substantially equal basis.
other agreement with any nongovernmental person relating to the use of such
Improvements or security for the payment of the Bonds which might cause the Bonds
to be considered "private activity bonds" or "private loan bonds" within the
meaning of Section 141 of the Code.
responsibility for issuing the Bonds pursuant to this resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance
with the provisions of Section 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.
Section 11. Arbitrage Rebate. The Issuer acknowledges that the Bonds are a
subject to the rebate requirements of Section 148(f) of the Code. The Issuer
covenants and agrees to retain such records, make such determinations, file such
reports and documents and pay such amounts at such times as are required under
Section 8. Registration of Bonds. The Clerk is hereby authorized and
The Improvements will be owned and maintained by
The Issuer shall not enter into any lease, use or
The Mayor and Manager, being the officers of the Issuer charged with the
10/5/92
said Section 148(f) and applicable Treasury Regulations to preserve the exclusion 254
of interest on the Bonds from gross income for federal income tax purposes.
furtherance of the foregoing, the Finance Director is hereby authorized and
directed to execute a Rebate Certificate setting forth the undertakings of the
Issuer to comply with the foregoing requirements, and the Issuer hereby covenants
and agrees to observe and perform the covenants and agreements contained therein,
unless amended or terminated in accordance with the provisions thereof.
Section 12. No Designation of Qualified Tax-Exempt Obligations. The Bonds
shall not be designated as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code.
Section 13. Severability. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not
affect any of the remaining provisions of this resolution.
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.
Bonds, dated September 21, 1992, prepared and delivered on behalf of the Issuer
by Springsted Incorporated, is hereby approved, and the officers of the Issuer
are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency thereof.
Springsted Incorporated, is hereby authorized on behalf of the Issuer to prepare
and distribute to the Purchaser a supplement to the Official Statement listing
the offering price, the interest rates, selling compensation, delivery date, -the
underwriters and such other information relating to the Bonds required to be
included in the Official Statement by Rule 15~2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. Within seven
business days from the date hereof, the Issuer shall deliver to the Purchaser 160
copies of the Official Statement and such supplement.
are hereby authorized and directed to execute such notes as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
In
I
Section 14. Headings. Headings in this resolution are included for
Section 15. Official Statement. The Official Statement relating to the
The officers of the City
Adopted this 5th day of October, 1992.
Attest: " Mayor
, .-
Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Council Member Kelly and upon vote being taken thereon, the following voted in
favor thereof: Mayor Richards, Council Members Kelly, Rice and Paulus
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
None
EXHIBIT A
[FORM OF GLOBAL CERTIFICATE]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
R- $
GENERAL OBLIGATION RECREATIONAL FACILITY BOND, SERIES 19928
INTEREST MATURITY DATE OF - RATE - DATE ORIGINAL rssm CUSIP
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
10/5/$2
' 255
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the l'Issuerls),
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or on the certificate of registration attached
hereto, or registered assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above, unless called for
earlier redemption, and to pay interest thereon semiannually on January 1 and
July 1 of each year (each, an "Interest Payment Date"), commencing July 1, 1993,
at the rate per annum specified above (calculated on the basis of a 360-day year
of twelve 30-day months) until the principal sum is paid or has been provided
for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are
payable by wire transfer (or other agreed means of payment), in next day funds or
its equivalent, on each payment date no later than 12:OO noon (Chicago, Illinois
time) upon presentation and surrender hereof at the office of the Finance
Director, City of Edina, in Edina, Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer;
provided, however, that upon a partial redemption of this Bond which results in
the stated amount hereof being reduced, the Holder may in its discretion be paid
without presentation of this Bond, and may make a notation on the panel provided
herein of such redemption, stating the amount so redeemed, or may return the Bond
to the Bond Registrar in exchange for a new Bond in the proper principal amount.
Such notation, 'if made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond Registrar has signed
the appropriate column of the panel.
Interest Payment Date (by 12:OO noon, Chicago, Illinois time) by wire transfer
(or other agreed means of payment) in next day funds or its equivalent to the
person in whose name this Bond is registered (the llHolderll or on
the reghtration books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the fifteenth calendar day
preceding such Interest Payment Date (the "Regular Record Date"). Any interest
not so timely paid shall cease to be payable to the person who is the Holder
hereof as of the Regular Record Dace, and shall be payable to the person who is
the Holder hereof at the close of business on a date (the "Special Record Date")
fixed by the Bond Registrar whenever money becomes available for payment of the
defaulted interest.
Bondholders not less than ten (10) days prior to the Special Record Date.
principal of and premium, if any, and interest on this Bond are payable in lawful
money of the United States of America.
entitled to any security unless the Certificate of Authentication hereon shall
have been executed by the Bond Registrar.
If the date for payment of the principal
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday 'or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
Redemotion. All Bonds maturing on or after January 1, 2003, are subject to
redemption and prepayment at the option of the Issuer on January 1, 2002, and on
any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, the City shall determine the order of redemption of Bonds;
and if only part of the Bonds having a common maturity date are called for
prepayment, Bonds shall be prepaid in $5,000 increments of principal.
Interest on this Bond will be paid on each
Notice of the Special Record Date shall be given to
The
This Bond shall not be valid or become obligatory for any purpose or be
Date of Pavment Not Business Dav.
Bonds or
10/5/92 256 portions thereof called for redemption shall be due and payable on the designated
redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
Published notice of redemption- shall in each case be
given in accordance with law, and mailed notice of redemption shall be given to
the paying agent (if other than an officer of the Issuer) and to each affected
Holder of the Bonds. For this purpose, the Depository (hereafter identified, or
any successor thereto) shall be the "Holder" as to Bonds registered in the name
of the Depository or its nominee. In the event any of the Bonds are called for
redemption, written notice thereof will be given by first class mail mailed not
less than thirty (30) days prior to the redemption date to each Holder of.Bonds
to be redeemed.
to the Bonds shall be used.
redemption of this Bond which results in the stated amount hereof being reduced,
the Holder may in its discretion make a notation on the panel provided herein of
such redemption, stating the amount so redeemed. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon by any other
person as being in any way determinative of the principal amount of the Bond
outstanding, unless the Bond Registrar has signed the appropriate column of the
panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of
transfer in form satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or the Holder's attorney duly authorized in writing) and the
Issuer shall execute (if necessary) and the Bond Registrar shall authenticate- and
deliver to the Holder of such Bond, without service charge, a new Bond of the
same series having the same stated maturity and interest rate and of the
authorized denomination in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose.
amount of $3,975,000, all of like date of original issue and tenor, exc-ept as to
number, maturity, interest rate, redemption privilege and denomination, which
Bond has been issued pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Laws 1961, Chapter 655, and
Minnesota Statutes, Chapter 475, and pursuant to a resolution adopted by the City
Council on October 5, 1992 (the "Resolution1'), to finance improvements to the
Issuer's recreational facilities. This Bond is payable primarily from the net
revenues of the golf courses, ice arena, and liquor stores of the Issuer pledged
to the payment of the Bonds by the Resolution, but the Issuer is required by law
to pay maturing principal hereof and interest thereon out of any funds in the
treasury if net revenues are insufficient therefor.
as Global Certificates in the denomination of the entire principal amount of the
series maturing on a single date.
fully registered bonds of smaller denominations except in the event of a partial
redemption as above provided or in exchange for Replacement Bonds if then
available. Replacement Bonds, if made available as provided below, are issuable
solely as fully registered bonds in the denominations of $5,000 and integral
multiples thereof of a single maturity and are exchangeable for fully registered
Bonds of other authorized denominations in equal aggregate principal amounts at
the principal office of the Bond Registrar, but only in the manner and subject to
the limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
ReDlacement Bonds.
(a) If Midwest Securities Trust Company (the ItDepositoryI1) shall resign or
discontinue its services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months following the
Notice of Redemption. I
In connection with any such notice, the "CUSIP1* numbers assigned
ReDlacement or Notation of Bonds after Partial RedemDtion. Upon a partial
I This Bond is one of an issue in the total principal
Denominations: Exchange: Resolution. The Bonds are issuable originally only
Global Certificates are not exchangeable for
Replacement Bonds may be issued by the Issuer:
1015192
resignation or discontinuance, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution might
adversely affect the interests of the beneficial owners of the Bonds, or (2)
that it is in the best interest of the beneficial owners of the Bonds that
they obtain certificated Bonds.
Transfer. This Bond shall be registered in the name of the payee on the
books of the Issuer by presenting this Bond for registration to the Bond
Registrar, who will endorse his, her or its name and note the date of
registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or the Holder's legal representatives, and
the Issuer and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until this Bond is
presented with such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books and noted hereon
by the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar.
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat' the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall.be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
The Bonds have not been designated by
the Issuer as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, in
order to make it a valid and binding general obligation of the Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that in and by the Resolution,
the Issuer has pledged and appropriated so much of the net revenues to be derived
from the operation of the Issuer's golf courses, ice arena, and liquor stores as
shall be required to pay the principal hereof and interest hereon when due, but '
the full faith and credit and taxing powers of the Issuer have been pledged to
the payment of such principal and interest when due, and ad valorem taxes, if
necessary for such purpose, will be levied upon all taxable property of the
Issuer, without limitation as to rate or amount; and that the issuance of this
Bond does not cause the indebtedness of the Issuer to exceed any constitutional
or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has,
caused this Bond to be executed on its behalf by the signatures of the Mayor and
City Manager and has caused this Bond to be dated as of the date set forth below.
Date of Registration:
Fees Upon Transfer or Loss. The Bond Registrar may require payment of a sum
Authentication.
Not Qualified Tax-Exempt Oblivations.
CITY OF EDINA, MINNESOTA
Mayor
258 10/5/92
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be
made only by the registered owner or the owner's legal representative last noted
below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in
the amounts noted below:
- Date Amount
Signature of
Bondholder
Signature of
Bond Renistrar
If a notation is made on this register, such notation has the effect stated in
the attached Bond. Partial payments do not require the presentation of the
10/5/92
.' 259
attached Bond to the Bond Registrar, and a Holder could fail to note the partial
payment here.
ABBREVIATIONS
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 in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common u!rMA - as custodian for
under the Uniform Transfers to Minors Act
Additional abbreviations may also be used though not in the above list.
(Cust) (Minor)
(State)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby
irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
Notice: The assignor's signature-to this
assignment must correspond with the name
as it appears upon the face of the within
Bond in every particular, without
alteration or any change whatever.
Signature(s) must be guaranteed by a
national bank or trust company or by a
brokerage firm having a membership in one
of membership in one of the major stock
exchanges.
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
EXHIBIT B
[Form of Non-Global Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
R- $
GENERAL OBLIGATION RECREATIONAL FACILITY BOND, SERIES 19928
INTEREST MATURITY DATE OF - RATE - DATE ORIGINAL ISSUE CUSIP
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the tlIssuerll),
certifies that it is indebted and for value received promises to pay to the
10/5/92 260 registered owner specified above or registered assigns, in the manner hereinafter
set forth, the principal amount specified above, on the maturity date specified
above, unless called for earlier redemption, and to pay interest thereon
semiannually on January 1 and July 1 of each year (each, an "Interest Payment
Date"), commencing July 1, 1993, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the
principal sum is paid or has been provided for. This Bond will bear interest
from the most recent Interest Payment Date to which interest has been paid or, if
no interest has been paid, from the date of original issue hereof. The principal
of and premium, if any, on this Bond are payable upon presentation and surrender
hereof at the office of the Finance Director, City of Edina, in Edina, Minnesota
(the "Bond Registrar"), acting as paying agent, or any successor paying agent
duly appointed by the Issuer.
Interest Payment Date by check or draft mailed to the person in whose name this
Bond is registered (the tlHolderrl or "Bondholder") on the registration books of
the Issuer maintained by the Bond Registrar and at the address appearing thereon
at the close of business on the fifteenth calendar day preceding such Interest
Payment Date (the "Regular Record Date"). A'ny interest not so timely paid shall
cease to be payable to the person who is the Holder hereof as of the Regular
Record Date, and shall be payable to the person who is the Holder hereof at the
close of business on a date (the Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest.
Notice of the Special Record Date shall be given to Bondholders not less than ten
(10) days prior to the Special Record Date. The principal of and premium, if
any, and interest on this Bond are payable in lawful money of the United States
of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to
happen and to be performed, precedent to and in the issuance of this Bond in
order to make it a valid and binding general obligation of the Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that in and by the Resolution,
the Issuer has pledged and appropriated so much of the net revenues to be derived
from the operation of the Issuer's golf courses, ice arena, and liquor stores as
shall be required to pay the principal hereof and interest hereon when due, but
the full faith and credit and taxing powers of the Issuer have been pledged to
the payment of such principal and interest when due, and ad valorem taxes, if
necessary for such purpose, will be levied upon all taxable property of the
Issuer, without limitation as to rate or amount; and that the issuance of this
Bond does not cause the indebtedness of the Issuer to exceed any constitutional
or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Date of Registration:
Interest on this Bond will be paid on each
CITY OF EDINA, MINNESOTA
Mayor
City Manager 'I
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
10/5/92
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
261
(ON REVERSE OF BOND)
If the date for payment of the principal
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
Redemption. All Bonds maturing on or after January 1, 2003, are subject to
redemption and prepayment at the option of the Issuer on January 1, 2002, and on
any date thereafter, at a price of par plus accrued interest.
If redemption is in part, the City shall determine the order of redemption of
Bonds; and if only part.of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond
Registrar. Bonds or portions thereof called for redemption shall be due and
payable on the redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
Notice of Redemption. Published notice of redemption shall in each case be
given in accordance with law, and mailed notice of redemption shall be given to
the paying agent (if other than an officer of the Issuer) and to each affected
Holder of the Bonds. In the event any of the Bonds are called for redemption,
written notice thereof will be given by first class mail mailed not less than
thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to
the Bonds shall be used.
having a common maturity date, the Bond Registrar shall assign to each Bond
having a common maturity date a distinctive number for each $5,000 of the
principal amount of such Bond. The Bond Registrar shall then select by lot,
using such method of selection as it shall deem proper in its discretion, from
the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number,
shall equal the principal amount of such Bonds to be redeemed.
redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination
of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it and so selected.
shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar
so requires, a written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or the Holder's attorney
duly authorized in writing) and the Issuer shall execute (if necessary) and the
Bond Registrar shall authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond or Bonds of the same series having the same stated
maturity and interest rate and of any authorized denomination or denominations,
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose_. This Bond is one of an issue in the total principal
amount of $3,975,000 all of like date of original issue and tenor, except as to,
number, maturity, interest rate, redemption privilege and denomination, which
Bond has been issued pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Laws 1961, Chapter 655, and
Date of Pavment Not Business Dav.
Redemption may be in whole or in part of the Bonds subject to prepayment.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds
The Bonds to be
If a Bond is to be redeemed only in part, it
26 3 10/5/92
L
Minnesota Statutes, Chapter 475, and pursuant to a resolution adopted by the City
Council on October 5, 1992 (the "Resolution"), to finance improvements to the
Issuerrs recreational facilities. This Bond is payable primarily from the net
revenues of the golf courses, ice arena, and liquor stores of the Issuer pledged
to the payment of the Bonds by the Resolution, but the Issuer is required by law
to pay maturing principal hereof and interest thereon out of any funds in the
treasury if net revenues are insufficient therefor.
Denominations: Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of
a single maturity and are exchangeable for fully registered Bonds of other
authorized denominations in equal aggregate principal amounts at the principal
office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
This Bond is transferable by the Holder in person or by the
Holder's attorney duly authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond Registrar, all
subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the
name of the transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in aggregate .
principal amount equal to the principal amount of this Bond, of the same maturity
and bearing interest at the same rate.
Pees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Renistered Owner. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
the Issuer as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
Transfer.
Authentication.
Not Qualified Tax-Exempt Obligations. The Bonds have not been designated by
I
I
ABBREVIATIONS
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 ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for'
under the Uniform Transfers to Minors Act
-TEN COM - as tenants in common
(Cust) (Minor)
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
10/5/92
. ' 263
the within Bond and does hereby
irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the
Dated :
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
premises.
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the within
Bond in every particular, without
alteration or any change whatever.
Signature(s) must be guaranteed by a
national bank or trust company or by a
brokerage firm having a membership in one
of membership in one of the major stock
exchanges.
BID AWARDED FOR $17.930.000 G.O. TAX INCREMENT REVENUE REFUNDING BONDS, SERIES
1992B It was reported that three sealed bids for the bonds had been received at
the time and place designated in the Terms of Proposal approved by resolution of
the Council at the meeting held on September 8, 1992, and included in the
Official Statement circulated by the City's financial advisor on behalf of the
City. The bids received were as follows:
Net True
Bidder Rates Price cost Rate
FBS INVESTMENT SERVICES,INC. 4.90% 1999 $17,661,600.00 $13,531,552.50 5.8814%
DAIN BOSWORTH INCORPORATED 5.00% 2000
MERRILL LYNCH & CO. 5.20% 2001
NORWEST INVESTMENT SERVICES, 5.40% 2002
INCORPORATED 5.50% 2003
PIPER JAFFRAY, INC. 5.60% 2004
SMITH BARNEY, HARRIS UPHAM & 5.70% 2005
COMPANY INCORPORATED 5.80% 2006
AND ASSOCIATES 5.90% 2007 - In Association With - 5.95% 2008
HARRIS TRUST AND SAVINGS BANK 6.00% 2009
KIDDER, PEABODY & COMPANY, INC.
KEMPER SECURITIES, INC. 5.00% 1999 $17,608,769.70 $13,609,154.05 5.9257%
CLAYTON BROWN & ASSOCIATES, 5.10% 2000
INCORPORATED 5.25% 2001
GRIFFIN, KUBIK, STEPHENS & 5.30% 2002
THOMPSON, INC. 5.50% 2003
William Blair & Company 5.60% 2004
5.70% 2005 .
5.80% 2006
5.90% 2007
Interest Interest Interest
6.00% 2008-2009
LEHMAN BROTHERS 5.00% 1999 $17,608,080.00 $13,667,936.88 5.9540%
PRUDENTIAL SECURITIES, INC. 5.20% 2000
DEAN WITTER REYNOLDS 5.35% 2001
264 10/5/92
INCORPORATED 5.50% 2002
PAINEWEBBER INCORPORATED 5.60% 2003
BEAR, STEARNS & CO., INC. 5.625% 2004
A.G.EDWARDS & SONS, 5.75% 2005
INCORPORATED 5.80% 2006
AND ASSOCIATES 5.90% 2007
6.00% 2008-2009
Member Rice then introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $17,930,000 GENERAL OBLIGATION
FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION
THEREOF AND THE SECURITY THEREFOR
TAX INCREMENT REFUNDING BONDS, SERIES 1992B; AWARDING THE SALE,
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the Issuer),
as follows:
Section 1. Authorization and Sale.
1.01. Authorization. The Issuer has presently outstanding its General
Obligation Tax Increment Bonds, Series 1988, initially dated as of October 1,
1988 (the 1988 Bonds), and its General Obligation Tax Increment Bonds, Series
1989, initially dated as of April 1, 1989 (the 1989 Bonds) (the 1988 Bonds and
the 1989 Bonds are herein collectively referred to as the Prior Bonds). This
Council, by a resolution adopted on September 8, 1992, authorized the sale of
$17,930,000 General Obligation Tax Increment Refunding Bonds, Series 1992B (the
Bonds), of the Issuer, the proceeds of which would be used, together with any
additional funds of the Issuer which might be required, to refund in advance'of
maturity the 1988 Bonds maturing in the years 1999 through 2009 which aggregate
$9,425,000 in principal amount, and to refund in advance of maturity the 1989
Bonds matu;ing in the years 1999 through 2009 which aggregate $7,800,000 in
principal amount and pay $35,275.59 of the principal of the Prior Bonds maturing
on February 1, 1998, (the Refunded Bonds). Said refunding constitutes a
"crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13.
1.02. Sale of Bonds. The Issuer has retained Springsted Incorporated, as
independent financial advisors in connection with the sale of the Bonds.
Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the
requirements as to public sale do not apply to the issuance of the Bonds. Bids
have been received in accordance with the Terms of Proposal approved by the
resolution adopted by this Council on September 8, 1992 authorizing the sale of
the Bonds, and the Council has publicly considered all sealed bids presented in
conformity with the Terms of Proposal.
ascertained to be that of FBS Investment Services, Inc., and associates, of
Minneapolis, Minnesota (the Purchaser), to purchase the Bonds at a price of
$17,750,700 plus accrued interest on all Bonds to the day of delivery and
payment, on the further terms and conditions hereinafter set forth.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the
Purchaser and the Mayor and Manager are hereby authorized and directed on behalf
of the Issuer to execute a contract for the sale of the Bonds in accordance with
the terms of the bid. The good faith deposit of the Purchaser shall be retained
and deposited by the Issuer until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
other bidders shall be returned to them forthwith.
It is hereby determined that by issuance of the Bonds the
Issuer will realize a substantial interest rate'reduction, a gross savings of
approximately $909,773.09 and a present value savings (using the yield on the
Bonds, computed in accordance with Section 148 of the Internal Revenue Code of
1986, as amended, as the discount factor) of approximately $590,697.50.
1.05. Issuance of Bonds. All acts, conditions and things which are required .
by the Constitution and laws of the State of Minnesota to be done, to exist, to
happen and to be performed precedent to and in the valid issuance of the Bonds
having been done, existing, having happened and having been performed, it is now
I
The most favorable of such bids is
The good faith checks of
1.04. Savinns.
10/5/92 .a 265
necessary for the Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
Section 2. Bond Terms: Reaistration: Execution and Delivery.
2.01. Issuance of Bonds. The Bonds shall be originally dated November 1,
1992, as the date of original issue and shall be issued forthwith on or after
such date using a Global Book Entry System.
the aggregate principal amount of the Bonds maturing in each year (the Global
Certificates) will be issued and fully registered as to principal and interest in
the name of Kray & Co..as nominee of the Midwest Securities Trust Company (the
Depository), a Securities and Exchange Commission registered depository, an
Illinois trust company, a member of .the Federal Reserve System and a Itclearing
corporation" within the meaning of the Illinois Uniform Commercial Code.
2.02. Maturities: Interest Rates: Denominations and Pavment. The Bonds
shall be in the denomination of $5,000 each, or any integral multiple thereof, of
single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of issue until paid or duly called for
redemption at the respective annual rates set forth opposite such years and
amounts, as follows:
One Global Certificate representing
- Year Amount Rate - Year Amount Rate
1999 $ 595,000 4.90% 2005 $1,470,000 5.70%
2000 735 , 000 5.00 2006 1,635,000 5.80
2001 790 , 000 5.20 2007 2 , 490,000 5.90
2002 1,125,000 5.40 2008 3,090,000 5.95
2003 1 , 265 , 000 5.50 2009 3,325,000 6.00
2004 1,410 , 000 5.60
The tax increments pledged and appropriated by Section 5 and amounts from the
escrow account established in Section 3 hereof are estimated to be sufficient to
pay when due the principal of and interest on the Bonds.
payable on February 1 and August 1 of each year (an Interest Payment Date),
commencing August 1, 1993, calculated on the basis of a 360 day year of twelve 30
day months.
first paragraph thereof, and interest on any Non-Global Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name
the Bond is registered (the Holder) on the registration books of the Issuer
maintained by the Bond Registrar, and in each case at the address appearing
thereon af: the close of business on the fifteenth (15th) calendar day preceding
such Interest Payment Date (the Regular Record Date). Any such interest not so
timely paid shall cease to be payable to the person who is the Holder thereof as
of the Regular Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the Special Record Date) fixed by the
Bond Registrar whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given by the Bond Registrar
to the Holders not less than ten (10) days prior to the Special Record Date.
2.04. Form of Bond. The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in Section
2.14, and otherwise shall be in the form of Non-Global Bonds. The form of Bonds
shall be substantially as set forth in Exhibit A for the Global Certificates or
as set forth in Exhibit B for the Non-Global Bonds, but may contain such
additional or different terms and provisions as to the form and time of payment,
record date, notices and other matters as are consistent with a Supplemental
Resolution.
2.05. Redemmion. The Issuer may elect on February 1, 2000, and on any date
thereafter, to prepay Bonds due on or after February 1, 2001. Redemption may be
in whole or in part of the Bonds subject to prepayment.
part, the City shall determine the order of redemption of Bonds.
is prepaid only in part, prepayments will be in increments of $5,000 of
principal.
interest.
2.03. Dates and Interest Pavment Dates. The Bonds shall bear interest
Interest on any Global Certificate shall be paid as provided in the
If redemption is in
If a maturity
All such prepayments shall be at a price of par plus accrued
266 10/5/92
The Bond Registrar shall call Bonds for redemption and payment as herein
provided upon receipt by the Bond Registrar at least forty-five (45) days prior
to the redemption date of a request of the Issuer, in written form if the Bond
Registrar is other than a Issuer officer, unless a shorter period of notice is
acceptable to the Bond Registrar. Such request shall specify the principal
amount of Bonds to be called for redemption, the redemption date and the
redemption price.
law, and mailed notice of redemption shall be given to the paying agent (if other
than a Issuer officer) and to each affected Holder. If and when the Issuer shall
call any of the Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name of the Issuer
of its intention to redeem and pay such Bonds at the office of the Bond
Registrar. Notice of redemption shall be given by first class mail, postage
prepaid, mailed not less than thirty (30) days prior to the redemption date, to
each Holder of Bonds to be redeemed, at the address appearing in the Bond
Register; provided that if.a Depository Letter Agreement (hereafter defined)
contains other or different requirements for delivery of such notice to the
Depository, then the provisions of the Depository Letter Agreement shall be
followed for that Holder. All notices of redemption shall state:
I .
Published notice of redemption shall in each case be given in accordance with
(a) The redemption date;
(b) The redemption price;
(c) If less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the Bonds to be redeemed;
That on the redemption date, the redemption price will become due and
payable upon each such Bond, and that interest thereon shall cease to
accrue from and after said date; and
(e) The place where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
2.06. Bond Registrar.
act as bond registrar and transfer agent with respect to the Bonds (the Bond
Registrar), and shall so act for all Bonds unless and until a successor Bond
Registrar is duly appointed.
the Issuer, or a bank or trust company eligible for designation as bond registrar
pursuant to Minnesota Statutes, Chapter 475. The Bond Registrar shall also serve
as paying agent unless and until a successor paying agent is duly appointed.
Principal and interest on the Bonds shall be paid to the Holders of the Bonds in
the manner set forth in the forms of Bond and Section 3.
Issuer by the signatures of its Mayor and Manager, each with the effect noted on
the forms of the Bonds; provided that any of such signatures may be printed or
photocopied facsimiles.
absence of any such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or disabled
officer.
signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if the officer had remained in
office until delivery.
Director to the Purchaser upon receipt of the purchase price, and the Purchaser
shall not be obliged to see to the proper application thereof.
obligatory for any purpose or be entitled to any security or benefit under this
resolution unless a Certificate of Authentication on such Bond, substantially in
the form set forth on the form of Bond, shall have been duly executed by the Bond
Registrar.
the Issuer on each Bond by execution of the Certificate of Authentication on the
(d)
I The Finance Director of the Issuer is appointed to
A successor Bond Registrar shall be an officer of
2.07. Execution and Delivery. The Bonds shall be executed on behalf of the
In the event of disability or resignation or other
In case any such officer whose signature or facsimile of whose
The Bonds when so prepared and executed shall be delivered by the Finance
I 2.08. Authentication: Date of Registration. No Bond shall be valid or
The Bond Registrar shall authenticate the signatures of officers of
1015192
'' 267
Bond and by inserting as the date of registration in the space provided the date
on which the Bond is authenticated.
Bonds to the Purchaser, the Bond Registrar shall insert as the date of
registration the date of original issue.
executed on each Bond shall be conclusive evidence that it has been authenticated
and delivered under this resolution.
the office of the Bond Registrar a bond register in which, subject to such
reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar
shall provide for the registration of Bonds and the registration of transfers of
Bonds entitled to be registered or transferred as herein provided.
All Bonds surrendered upon any exchange or transfer provided for in this
Resolution shall be promptly cancelled by the Bond Registrar and thereafter
disposed of as directed by the Issuer.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the Issuer evidencing the same debt, and entitled to the
same benefits under this Resolution, as the Bonds surrendered for such exchange
or transfer.
endorsed or be accompanied by a written instrument of transfer, in form
satisfactory to the Bond Registrar, duly executed by the Holder thereof or the
Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with the transfer or exchange
of any Bond and any legal OE unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the Issuer
contained in any agreement with, or notice to, the Bond Registrar, including
regulations which permit the Bond Registrar to close its transfer books between
record dates and payment dates.
2.10; Rights Upon Transfer or Exchange.
of or in exchange for or in lieu of any other Bond shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Bond.
2.11. Holders: Treatment of Registered Owner: Consent of Holders.
(A)
For purposes of delivering the original
The Certificate of Authentication so
2.09. Renistration: Transfer: Exchange. The Issuer will cause to be kept at
Every Bond presented or surrendered for transfer or exchange shall be duly
Each Bond delivered upon transfer
For the purposes of all actions, consents and other matters affecting
Holders of Bonds issued under this Resolution, as from time to time supplemented,
other than payments, redemptions, and purchases, the Issuer may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond
instead of the person in whose name the Bond is registered.
the Issuer may ascertain the identity of the beneficial owner of the Bond by such.
means as the Bond Registrar in its sole discretion deems appropriate, including
but not limited to a certificate from the Depository or other person in whose
name the Bond is registered identifying such beneficial owner.
Bond is registered as the owner of such Bond for the purpose of receiving payment
of principal of and premium, if any, and interest on, such Bond and for all other
purposes whatsoever whether or not such Bond shall be overdue, and neither the
Issuer nor the Bond Registrar shall be affected by notice to the contrary.
(C) Any consent, request, direction, approval, objection or other instrument
required by this Resolution, as supplemented, to be signed and executed by the
Holders may be in any number of concurrent writings of similar tenor and-must be
signed or executed by such Holders in person'or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval,
objection or other instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for
any of the purposes of this Resolution as supplemented, and shall be conclusive*
For that purpose,
(B) The Issuer and Bond Registrar may treat the person in whose name any
in favor-of therIssuer with regard to any action
or- other- instrument, namely:
Theefact and date of. the execution-by (1)
taken by it under such-request
any person of any- such;--writing
10/5/92
Issuer upon (a) the determination by the Depository that the Bonds shall no 268
longer be eligible for its depository seroices or (b) a determination by the
Issuer that the Depository is no longer able to carry out its functions,
provided that any Substitute Depository must be qualified to act as such, as
provided in clause (ii) of this subparagraph, or I (iv) In the event that:
(a) the Depository shall resign or discontinue its services for the Bonds
and the Issuer is unable to locate a Substitute Depository within two (2)
months following the resignation or discontinuance, or
of the book entry system described herein might adversely affect the
interests of the beneficial owners of the Bonds, or (2) that it is in the
best interest of the beneficial owners of the Bonds that they obtain
certificated Bonds,
(b) the Issuer determines in its sole discretion that (1) the continuation
in either of which events the Issuer shall notify Holders of its determination
and the Issuer, the Bond Registrar and the Depository shall cooperate in
providing certificates (the "Replacement Bonds") to Holders and the registration,
transfer and exchange of such Bonds shall thereafter be conducted as provided in
Section 2.09 hereof.
second paragraph of this Section, the Bond Registrar upon presentation of Global
Certificates shall register their transfer to the substitute or successor
depository, and the substitute or successor depository shall be treated as the
Depository for all purposes and functions under this resolution. The Depository
Letter Agreement shall not apply to a Substitute Depository unless the Issuer and
the Substitute Depository so agree, and a similar agreement may be entered into.
2.15. Redemption-Global Certificates. Upon a reduction in the aggregate
principal amount of a Global Certificate, the Holder may make a notation of such
redemption on the panel provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond Registrar in exchange
for a new Global Certificate authenticated by the Bond Registrar, in proper
principal amount. Such notation, if made by the Holder, shall be for reference
only, and may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate outstanding,
unless the Bond Registrar has signed the appropriate column of the panel.
For the purposes of giving notice in accordance with Section 2.05, the
llHolderll of Global Certificates shall be the Depository or its nominee.
2.16. Redemption-Non-Global Bonds. To effect a partial redemption of
Non-Global Bonds having a common maturity date, the Bond Registrar prior to
giving notice of redemption shall assign to each Non-Global Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of
such Non-Global Bond.
method of selection as .it shall deem proper in its discretion, from the numbers
as, at $5,000 for each number, shall equal the principal amount of such
Non-Global Bonds to be redeemed. The Non-Global Bonds to be redeemed shall be
the Non-Global Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such Non-Global Bond
of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 of
principal amount for each number assigned to it and so selected.
to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such Non-Global Bond,
without service charge, a new Non-Global Bond or Bonds of the same series having
the same stated maturity and interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Bond so
In the event of a replacement of the Depository as may be authorized by the
I
The Bond Registrar shall then select by lot, using such
If a Non-Global Bond is to be redeemed only in part, it shall be surrendered
I
c
10/5/92 269
surrendered.
the amount of $17,714,937.45 and funds in the amount of $18,900 from Meridian
Bank, as the supplier of a forward purchase contract, are irrevocably
appropriated for the payment of interest to become due on the Bonds to and
including February 1, 1998 (the Crossover Date), and for the payment and
redemption of the principal amount of the Refunded Bonds on the Crossover Date.
The Finance Director is hereby authorized and directed, simultaneously with the
delivery of the Bonds, to deposit the proceeds thereof, to the extent described
above, in escrow with Norwest Bank Minnesota, National Association, in
Minneapolis, Minnesota (the Escrow Agent), a banking institution whose deposits
are insured by the Federal Deposit Insurance Corporation and whose combined
capital and surplus is not less than $500,000, and shall invest the funds so
deposited in securities authorized for such purpose by Minnesota Statutes,
Section 475.67, subdivision 8, maturing on such dates and bearing interest at
such rates as are required to provide funds sufficient, with cash retained in the
escrow account, to make the above-described payments.
hereby authorized to enter into an Escrow Agreement with the Escrow Agent
establishing the terms and conditions for the escrow account in accordance with
Minnesota Statutes, Section 475.67.
$58,543.78 shall be applied to pay issuance expenses and $-0- shall be deposited
in the Sinking Fund created pursuant to Section 4 hereof.
The Bonds shall be payable from a separate Series 1992B General Obligation Tax
Increment Refunding Bond Sinking Fund (the Sinking Fund) which shall be created
and maintained on the books of the Issuer as a separate debt redemption fund
until the Bonds, and all interest thereon, are fully paid. There shall be
credited to the Sinking Fund the following:
Section 3. Use of Proceeds.and Escrow Account. The proceeds of the Bonds in
I
The Mayor and Manager are
Of the remaining proceeds of the Bonds,
Section 4. General obligation Tax Increment Refunding Bond Sinking Fund.
(a)
(b)
Any amount initially deposited therein pursuant to Section 3 hereof.
All receipts of principal and interest on the investments held in the
escrow account established in Section 3 to and including the Crossover Date
(other than the sum of $17,258,000 received from maturing investments on the
Crossover Date to be used to redeem the Refunded Bonds and pay $33,968 of the
principal amount of the Prior Bonds coming due on such date).
All taxes levied and all other money which may at any time be received
for or appropriated to the payment of the principal of or interest on the Bonds,
including the tax increments herein pledged and appropriated to the Sinking Fund
and all collections of any ad valorem taxes levied for the payment of the Bonds.
(d)
Bonds.
Section 5.
to the Sinking Fund tax increments derived from the tax increment financing
districts of the Housing and Development Authority of Edina (the HRA), designated
by Hennepin Courts as Nos. 1203 (Centennial Lakes) (Southeast Edina-Edinborough)
and 1200 (50th and France) and tax increments derived from the tax increment
financing district of the Issuer designated by Hennepin County as No. 1204
(Southdale), which are either paid to the Issuer (in the case of the tax
increment financing district established by the Issuer) or received by the Issuer
from the HWto pay the Bonds (in the case of the tax increment financing
districts established by the HRA). Such tax increments shall be deposited in the
Sinking Fund in an amount sufficient to pay all principal and interest when due
on the Bonds. Nothing herein shall preclude the Issuer or the HRA from hereafter
making further pledges and appropriations of the tax increments herein pledged
for the payment of the Bands for the payment of other obligations of the Issuer
or HRA.
For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively become due,
the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged.
I
(c)
Any other funds appropriated by the Council for the payment of the
Pledge of Tax Increment. The Issuer hereby irrevocably pledges
Section 6. Pledge of TaxinP Powers.
It is, however-, presently estimated that the funds
10/5/92
appropriated pursuant to Section 5 hereof will provide sums not less than 5% in
excess of principal and interest on the Bonds when due, and therefore no tax levy
is presently required.
provided in this section, all pledges, covenants and other rights granted by this
resolution to the registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued from the due date to the date
of such deposit. The Issuer may also discharge its obligations with respect to
any prepayable Bonds called for redemption on any date when they are prepayable
according to their terms, by depositing with the Registrar 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 Issuer 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
time and at such rates and maturing or callable at the holder's option 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.
directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and obtain a certificate that the Bonds have been duly entered
upon the Auditor's bond register as required by law.
Section 9. Authentication of Transcript. The officers of the Issuer and
County 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 relating to the Bonds 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 in their custody and control or as otherwise known to them,
and all such certified copies, affidavits and certificates, including any
heretofore furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
Section 10.
from time to time of the Bonds that it will not take or permit to be taken by any
of its officers, employees or agents any action which would cause the interest on
the Bonds to become subject to taxation under the Internal Revenue Code of 1986,
as amended (the Code), and the Treasury Regulations promulgated thereunder (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.
Secretary of Treasury an information reporting statement in the form and at the
time prescribed by the Code. The improvements financed by the Prior Bonds will
be owned and maintained by the Issuer and available for use by members of the
general public on a substantially equal basis. The Issuer shall not enter into
any lease, use or other agreement with any nongovernmental person relating to the
use of such improvements or security for the'payment of the Bonds which might
cause the Bonds to be considered "private activity bonds" or "private loan bonds"
within the meaning of Section 141 of the Code.
responsibility for issuing the Bonds pursuant to this resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance
with the provisions of Section 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
2 7 8'
Section 7. Defeasance. When all of the Bonds have been discharged as I
Section 8. Registration of Bonds. The Clerk is hereby authorized and-
I
Tax Covenant. The Issuer covenants and agrees with the holders
The Issuer will cause to be filed with the
The Mayor and Manager, being the officers of the Issuer charged with the
10/5/92 271
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.
subject to the rebate requirements of Section 148(f) of the Code.
covenants and agrees to retain such records, make such determinations, file such
reports and documents and pay such amounts at such times as are required under
said Section 148(f) and applicable Treasury Regulations to preserve the exclusion
of interest on the Bonds from gross income for federal income tax purposes. In
furtherance of the foregoing, the Finance Director is hereby authorized and
directed to execute a Rebate Certificate setting forth the undertakings of the
Issuer to comply with the foregoing requirements, and the Issuer hereby covenants
and agrees to observe and perform the covenants and agreements contained therein,
unless amended or terminated in accordance with the provisions thereof.
shall not be designated as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code.
Section 13. Severabilitv. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not
affect any of the remaining provisions of this resolution.
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.
Section 15. Official Statement. The Official Statement relating to the
Bonds, dated September 21, 1992, prepared and delivered on behalf of the Issuer
by Springsted Incorporated, is hereby approved, and the officers of the Issuer
are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency thereof.
Springsted Incorporated, is hereby authorized on behalf of the Issuer to prepare
and distribute to the Purchaser a supplement to the Official Statement listing
the offering price, the interest rates, selling compensation, delivery date, the
underwriters and such other information relating to the Bonds required to be
included in the Official Statement by Rule 15~2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. Within seven
business days from the date hereof, the Issuer shall deliver to the Purchaser
500 copies of the Official Statement and such supplement.
City are hereby authorized and directed to execute such notes as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official
Statement.
Refunded Bonds for redemption and prepayment on the Crossover Date.
Director shall cause notice of the redemption of the Refunded Bonds to be given
in the manner required by the resolutions authorizing the Prior Bonds.
Section 11. Arbitrage Rebate. The Issuer acknowledges that the Bonds are
The Issuer
Section 12. No Desipnation of Qualified Tax-Exempt Obliaations. The Bonds
Section 14. Headings. Headings in this resolution are included for
The officers of the
Section 16. Redemption of Refunded Bonds. The Issuer hereby calls the
The Finance
Adopted this 5th day of October, 1992.
Attest:
Mayor 7??d%-
Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Council Member Paulus and upon vote being taken thereon, the following voted in
favor thereof: Mayor Richards, Council Members Kelly, Paulus and Rice
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
None
EXHIBIT A
272 10/5/92
[FORM OF GLOBAL CERTIFICATE]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
R-
GENERAL OBLIGATION RECREATIONAL FACILITY BOND,
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
$
SERIES 1992B
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or on the certificate of registration attached
hereto, or registered assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above, unless called for
earlier redemption, and to pay interest thereon semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1,
1993, at the rate per annum specified above (calculated on the basis of a 360-day
year of twelve 30-day months) until the principal sum is paid or has been
provided for. This Bond will bear interest from the most recent Interest Payment
Date to which interest has been paid or, if no interest has been paid, from the
date of original issue hereof. The principal of and premium, if any, on this
Bond are payable by wire transfer (or other agreed means of payment), in next day
funds or its equivalent, on each payment date no later than 12:OO noon (Chicago,
Illinois time) upon presentation and surrender hereof at the office of the
Finance Director, City of Edina, in Edina, Minnesota (the "Bond Registrar"3,
acting as paying agent, or any successor paying agent duly appointed by the
Issuer; provided, however, that upon a partial redemption of this Bond which
results in the stated amount hereof being reduced, the Holder may in its
discretion be paid without presentation of this Bond, and may make a notation on
the panel provided herein of such redemption, stating the amount so redeemed, or
may return the Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any
way determinative of the principal amount of this Bond outstanding, unless the
Bond Registrar has signed the appropriate column of the panel.
Bond will be paid on each Interest Payment Date (by 12:OO noon, Chicago, Illinois
time) by wire transfer (or other agreed means of payment) in next day funds or
its equivalent to the person in whose name this Bond is registered (the llHolderll
or llBondholderll) on the registration books of the Issuer maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the
fifteenth calendar day preceding such Interest Payment Date (the "Regular Record
Date"). Any interest not so timely paid shall cease to be payable to the person
who is the Holder hereof as of the Regular Record Date, and shall be payable to
the person who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest.
Date shall be given to Bondholders not less than ten (10jdays prior to the
Special Record Date. The principal of and premium, if any, and interest on this
Bond are payable in lawful money of the United States of America.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall
have been executed by the Bond Registrar.
If the date for payment of the principal,
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
Interest on this
Notice of the Special Record
Date of Pawent Not Business Day.
10/5/92 .I 273
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
Redemption. All Bonds maturing on or after February 1, 2001, are subject to
redemption and prepayment at the option of the Issuer on February 1, 2000, and on
any date thereafter, at a price of par plus accrued interest.
redemption is in part, the City shall determine the order of redemption of Bonds;
and if only part of the Bonds having a common maturity date are called for
prepayment, Bonds shall be prepaid in $5,000 increments of principal.
portions thereof called for redemption shall be due and payable on the designated
redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
Published notice of redemption shall in each case be
given in accordance with law, and mailed notice of redemption shall be given to
the paying agent (if other than an officer of the Issuer) and to each affected
Holder of the Bonds. For this purpose, the Depository (hereafter identified, or
any successor thereto) shall be the "Holder" as to Bonds registered in the name
of the Depository or its nominee. In the event any of the Bonds are called for
redemption, written notice thereof will be given by first class mail mailed not
less than thirty (30) days prior to the redemption date to each Holder of Bonds
to be redeemed. In connection with any such notice, the "CUSIP" numbers assigned
to the Bonds shall be used.
redemption of this Bond which results in the stated amount hereof being reduced,
the Holder may in its discretion make a notation on the panel provided herein of
such redemption, stating the amount so redeemed. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon by any other
person as being in any way determinative of the principal amount of the Bond
outstanding, unless the Bond Registrar has signed the appropriate column of the
panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of
transfer in form satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or the Holder's attorney duly authorized in writing) and the
Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Bond, without service charge, a new Bond of the
same series having the same stated maturity and interest rate and of the
authorized denomination in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose. This Bond is one of an issue in the total principal
amount of $17,930,000, all of like date of original issue and tenor, except as to
number, maturity, interest rate, redemption privilege and denomination, which
Bond has been issued pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Statutes, Section 469.178 and
Chapter 475, and pursuant to a resolution adopted by the City Council on October
5, 1992 (the "Resolution"), to refund certain outstanding general obligation tax
increment bonds of the Issuer.
increments from tax increment financing districts established by the Issuer or
the Housing and Redevelopment Authority of Edina which have been pledged to the
payment of the Bonds by the Resolution. In addition, for the full and prompt
payment of the principal of and interest on the Bonds as the same become due, the
full faith, credit and taxing power of the Issuer have been and are irrevocably
pledged.
as Global Certificates in the denomination of the entire principal amount of the
series maturing on a single date.
fully registered bonds of smaller denominations except in the event of a partial
I
Redemption may be in whole or in part of the Bonds subject to prepayment. If
Bonds or
Notice of RedemDtion.
Replacement or Notation of Bonds after Partial Redemption. Upon a partial
I
The Bonds are payable primarily from tax
Denominations: Exchange: Resolution. The Bonds are issuable originally only I
Global Certificates are not exchangeable for
274 10/5/92
redemption as above provided or in exchange for Replacement Bonds if then
available. Replacement Bonds, if made available as provided below, are issuable
solely as fully registered bonds in the denominations of $5,000 and integral
multiples thereof of a single maturity and are exchangeable for fully registered
Bonds of other authorized denominations in equal aggregate principal amounts at
the principal office of the Bond Registrar, but only in the manner and subject to
the limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
I
ReDlaCement Bonds.
(a) If Midwest Securities Trust Company (the "Depository") shall resign or
discontinue its services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months following the
resignation or discontinuance, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution might
adversely affect the interests of the beneficial owners of the Bonds, or (2)
that it is in the best interest of the beneficial owners of the Bonds that
they obtain certificated Bonds.
Transfer.
Replacement Bonds may be issued by the Issuer:
This Bond shall be registered in the name of the payee on the
books of the Issuer by presenting this Bond for registration to the Bond
Registrar, who will endorse his, her or its name and note the date of
registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or the Holder's legal representatives, and
the Issuer and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until this Bond is
presented with such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books and noted hereon
by the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar.
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes. whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
The Bonds have not been designated by
the Issuer as "qualified tax-exempt obligationsff
265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, in
order to make it a valid and binding general obligation of the Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that prior to the issuance
hereof, the Issuer has pledged and appropriated tax increments to a sinking fund
established for the payment of the Bonds; that if necessary for the payment o&
the Bonds ad valorem taxes will be levied upon all taxable property of the
Issuer, without limitation as to rate or amount; and that the issuance of this
I
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
Authentication.
Not Oualified Tax-ExemDt Oblipations.
for purposes of Section
I
'' 275 10/5/92
Bond does not cause the indebtedness of the Issuer to exceed any constitutional
or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the signatures of the Mayor and
City Manager and has caused this Bond to be dated as of the date set forth below.
Date of Registration: I CITY OF EDINA, MINNESOTA
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
Bv
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be
made only by the registered owner or the owner's legal representative last noted
below.
DATE OF
REGISTRATION REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in
the amounts noted below:
Signature of
Date Amount Bondholder
Signature of
Bond Registrar
276 10/5/92
I
If a notation is made on this register, such notation has the effect stated in
the attached Bond.
attached Bond to the Bond Registrar, and a Holder could fail to note the partial
payment here.
Partial payments do not require the presentation of the
ABBREVIATIONS
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 in common
TEN ENT - as tenants by the entireties
JT TEN
and not as tenants in common
UTMA - as custodian for
under the Uniform Transfers to Minors Act
Additional abbreviations may also be used though not in the above list.
- as joint tenants with right of survivorship
(Cust) (Minor)
(State)
ASSIGNMENT
I For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and
does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
Notice:
assignment must correspond with the name as
it appears upon the face of the within Bond
in every particular, without alteration or
any change whatever. Signature(s) must be
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
The assignor's signature to this
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
EXHIBIT B
[Form of Non-Global Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
'I
R-
1015192 -?
.' 277
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1992B
INTEREST MATURITY DATE OF - RATE - DATE ORIGINAL ISSUE CUSIP
November 1, 1992
MGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the "Issuer"),
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or registered assigns, in the manner hereinafter
set forth, the principal amount specified above, on the maturity date specified
above, unless called for earlier redemption, and to pay interest thereon
semiannually on February 1 and August 1 of each year (each, an "Interest Payment
Date"), commencing August 1, 1993, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the
principal sum is paid or has been provided for. This Bond will bear interest
from the most recent Interest Payment Date to which interest has been paid or, if
no interest has been paid, from the date of original issue hereof. The principal
of and premium, if any, on this Bond are payable upon presentation and surrender
hereof at the office of the Finance Director, City of Edina, in Edina, Minnesota
(the "Bond Registrar"), acting as paying agent, or any successor paying agent
duly appointed by the Issuer. Interest on this Bond will be paid on each
Interest Payment Date by check or draft mailed to the person in whose name this
Bond is registered (the "Holder" or "Bondholder") on the registration books of
the Issuer maintained by the Bond Registrar and at the address appearing thereon
at the close of business on the fifteenth calendar day preceding such Interest
Payment Date (the "Regular Record Date"). Any interest not so timely paid shall
cease to be payable to the person who is the Holder hereof as of the Regular
Record Date, and shall be payable to the person who is the Holder hereof at the
close of business on a date (the Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest.
Notice of the Special Record Date shall be given to Bondholders not less than ten
(10) days prior to the Special Record Date. The principal of and premium, if
any, and interest on this Bond are payable in lawful money of the United States
of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH HERE.
required by the Constitution and laws of the State of Minnesota to be done, 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 Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that in and by the Resolution,
the Issuer has covenanted and agreed with the registered owners that the Bonds
are payable from a separate debt redemption fund of the Issuer; that prior to the
issuance hereof, the Issuer has pledged and appropriated tax increments to a
sinking fund established for the payment of the Bonds; that if necessary for the
payment of the Bonds ad valorem taxes will be levied upon all taxable property of
the Issuer, without limitation as to rate or amount; and that the issuance of
this Bond does not cause the indebtedness of the Issuer to exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Date of Registration:
I
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
.2 7 8 CITY OF EDINA, MINNESOTA 10/5/92
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
(ON REVERSE OF BOND)
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
Redemotion. All Bonds maturing on or after February 1, 2001, are subject to
redemption and prepayment at the option of the Issuer on February 1, 2000, and on
any date thereafter, at a price of par plus accrued interest.
redemption is in part, the City shall determine the order of redemption of Bonds;
and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond
Registrar. Bonds or portions thereof called for redemption shall be due and
payable on the redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
Published notice of redemption shall in each case be
given in accordance with law, and mailed notice of redemption shall be given to
the paying agent (if other than an officer of the Issuer) and to each affected
Holder of the Bonds. In the event any of the Bonds are called for redemption,
written notice thereof will be given by first class mail mailed not less than
thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to
the Bonds shall be used.
having a common maturity date, the Bond Registrar shall assign to each Bond
having a common maturity date a distinctive number for each $5,000 of the
principal amount of such Bond.
using such method of selection as it shall deem proper in its discretion, from
the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number,
shall equal the principal amount of such Bonds to be redeemed.
redeemed shall be the Bonds to which were assigned numbers so selected: provided,
however, that only so much of the principal 'amount of such Bond of a denomination
of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it and so selected.
shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar
so requires, a written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or the Holder's attorney
duly authorized in writing) and the Issuer shall execute (if necessary) and the
Bond Registrar shall authenticate and deliver to the Holder of such Bond, without
Date of Pawent Not Business Dav. If the date for payment of the principal
Redemption may be in whole or in part of the Bonds subject to prepayment. If
Notice of Redemotion.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds
The Bond Registrar shall then select by lot,
The Bonds to be
I If a Bond is to be redeemed only in part, it
1015192
' 279
service charge, a new Bond or Bonds of the same series having the same stated
maturity and interest rate and of any authorized denomination or denominations,
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose. This Bond is one of an issue in the total principal
amount of $17,930,000 all of like date of original issue and tenor, except as to
number, maturity, interest rate, redemption privilege and denomination, which
Bond has been issued pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Statutes, Section 469.178 and
Chapter 475 and pursuant to a resolution adopted by the Common Council of the
Issuer on October 5, 1992 (the "Resolution"), to refund certain outstanding
general obligation tax increment bonds of the Issuer.
primarily from tax increments from tax increment financing districts established
by the Issuer or the Housing and Redevelopment Authority of Edina which have been
pledged to the payment of the Bonds by the Resolution. In addition, for the full
and prompt payment of the principal of and interest on the Bonds as the same
become due, the full faith, credit and taxing power of the Issuer have been and
are irrevocably pledged.
Denominations: Exchanne: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of
a single maturity and are exchangeable for fully registered Bonds of other
authorized denominations in equal aggregate principal amounts at the principal
office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar'.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
Holder's attorney duly authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond Registrar, all
subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the
name of the transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in aggregate
principal amount equal to the principal amount of this Bond, of the same maturity
and bearing interest at the same rate.
The Bond Registrar may require payment.of a sum
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
The Bonds have not been designated by
the Issuer as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
The Bonds are payable
Transfer. This Bond is transferable by the Holder in person or by the
Fees uuon Transfer or Loss.
Authentication.
Not Qualified Tax-Exemut Obligations.
ABBREVIATIONS
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 in common
280 10/5/92
TEN ENT -
JT TEN -
UTMA -
under the
as tenants by the entireties
as joint tenants with right of survivorship
and not as tenants in common
as custodian for
(Cust) (Minor)
(State)
Uniform Transfers to Minors Act
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby
irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the within
Bond in every particular, without
alteration or any change whatever.
Signature(s) must be guaranteed by a
national bank or trust company or by a
brokerage firm having a membership in one
of the major stock exchanges.
BID AWARDED FOR $4,650.000 G.O. RECREATIONAL FACILITP REFUNDMG BONDS. SERIES
1992C It was reported that three sealed bids for the bonds had been received at
the time and place designated in the Terms of Proposal approved by resolution of
the Council at the meeting held on September 8, 1992, and included in the
Official Statement circulated by the City's financial advisor on behalf of the
City. The bids received were as follows:
Net True
Bidder Rates Price cost Rate
FBS INVESTMENT SERVICESy INC. 4.40% 1997 $4,514,400.00 $2,968,693.75 5.7612%
DAIN BOSWORTH INCORPORATED 4.70% 1998
MERRIU LYNCH & CO. 4.90% 1999
NORWEST INVESTMENT SERVICES 5.00% 2000
INCORPORATED 5.20% 2001
PIPER JAFFRAY, INC. 5.40% 2002
SMITH BAR", HARRIS UPHAM & 5.50% 2003
COMPANY INCORPORATED 5.60% 2004 *
AND ASSOCIATES 5.70% 2005 - In Association With - 5.80% 2006
HARRIS TRUST & SAVINGS BANK 5.90% 2007
KIDDER, PEABODY & COMPANY, 5.95% 2008
INCORPORATED 6.00% 2009
Interest Interest Interest
KEMPER SECURITIES, INC. 4.60% 1997 $4,500,720.00 $2,994,505.00 5.8242%
1'0/5/92 281
CLAYTON BROWN & ASSOCIATES, 4.80% 1998
INCORPORATED 5.00% 1999
GRIFFIN, KUBIK, STEPHENS & 5.10% 2000
THOMPSON, INC. 5.30% 2001
William Blair & Company 5.40% 2002
5.50% 2003
5.60% 2004
5.70% 2005
5.80% 2006
5.90%. 2007
I
6.00% 2008-2009
LEHMAN BROTHERS
PRUDENTIAL SECURITIES, INC.
DEAN WITTER REYNOLDS
PAINEWEBBER INCORPORATED
BEAR, STEARNS & CO., INC.
A. G. EDWARDS & SONS,
INCORPORATED
INCORPORATED AND ASSOCIATES
4.60% 1997 $4,506,718.65 $3,019,926.77 5.8700%
4.80% 1998
5.00% 1999
5.20% 2000
5.35% 2001
5.50% 2002
5.60% 2003
5.70% 2004
5.80% 2005
5.90% 2006
6.00% 2007-2009
Member Kelly.then introduced the following resolution and moved its adoption:'
RESOLUTION RELATING TO $4,650,000 GENERAL OBLIGATION RECREATIONAL
FACILITY REFUNDING BONDS, SERIES 1992C; AWARDING THE SALE, FIXING
THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION THEREOF AND
THE SECURITY THEREFOR
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the Issuer),
as follows:
Section 1. Authorization and Sale.
1.01. Authorization. The Issuer has presently outstanding its General
Obligation Golf Course Bonds, Series 1985, initially dated as of September 1,
1985 (the 1985 Bonds), its General Obligation Recreational Facility Bonds, Series
1988, initially dated as of October 1, 1988 (the 1988 Bonds) and its General
Obligation Recreational Facility Bonds, Series 1989, initially dated as of April
1, 1989 (the 1989 Bonds) (the 1985 Bonds, the 1988 Bonds and the 1989 Bonds are
hereinafter collectively referred to as the Prior Bonds). This Council, by a
resolution adopted on September 8, 1992, authorized the sale of $4,650,000
General Obligation Recreational Facility Refunding Bonds, Series 1992C (the
Bonds), of the Issuer, the proceeds of which would be used, together with any
additional funds of the Issuer which might be required, to refund in advance of
maturity the 1985 Bonds maturing in the years 1997 through 2000 which aggregate
$550,000 in principal amount and $3,538.67 of the principal of the 1985 Bonds
maturing on January 1, 1996 (the 1985 Refunded Bonds), to refund in advance of
maturity the 1988 Bonds maturing in the years 1999 through 2009 which aggregate
$2,295,000 in principal amount and $21,443.73 of the principal of the 1988 Bonds
maturing on January 1, 1998, (the 1988 Refunded Bonds) and to refund in advance
of maturity the 1989 Bonds maturing in the years 1999 through 2009 which
aggregate 1,560,000 in principal amount (the 1989 Refunded Bonds). Said refunding
constitutes a "crossover refunding" as defined in Minnesota Statutes, Section
475.17, subd. 13. The Prior Bonds were issued pursuant to Minnesota Laws 1961,
Chapter 655 (the Act) and Minnesota Statutes, Chapter 475 to finance the
acquisition and betterment of improvements to municipal recreation facilities of
the Issuer.
1.02. Sale of Bonds. The Issuer has retained Springsted Incorporated, as
independent financial advisors in connection with the sale of the Bonds.
Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the
I
10/5/92
requirements as to
have been received
resolution adopted
the Bonds, and the
public sale do not apply to the issuance of the Bonds. Bids
in accordance with the Terms of Proposal approved by the
by this Council on September 8, 1992 authorizing the sale of
I Council has publicly considered all sealed bids presented in
conformity with the Terms of Proposal. The most favorable of such bids is
ascertained to be that of FBS Investment Services, Inc., and associates, of
Minneapolis, Minnesota (the Purchaser), to purchase the Bonds at a price of
$4,603,500 plus accrued interest on all Bonds to the day of delivery and payment,
on the further terms and conditions hereinafter set forth.
Purchaser and the Mayor and Manager are hereby authorized and directed on behalf
of the Issuer to execute a contract for the sale of the Bonds in accordance with
the terms of the bid. The good faith deposit of the Purchaser shall be retained
and deposited by the Issuer until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
other bidders shall be returned to them forthwith.
It is hereby determined that by issuance of the Bonds the
Issuer will realize a substantial interest rate reduction, a gross savings of
approximately $199,462.40 and a present value savings (using the yield on the
Bonds, computed in accordance with Section 148 of the Internal Revenue Code of
1986, as amended, as the discount factor) of approximately $113,787.81.
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 the Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the
The good faith checks of
1.04. Savings.
1.05. Issuance of Bonds. All acts, conditions and things which are required
Section 2. Bond Terms: Registration: Execution and Delivery.
2.01. Issuance of Bonds. The Bonds shall be originally dated November 1,
1992, as the date of original issue and shall be issued forthwith on or after
such date using a Global Book Entry System.
the aggregate principal amount of the Bonds maturing in each year (the Global
Certificates) will be issued and fully registered as to principal and interest in
the name of Kray & Co. as nominee of the Midwest Securities Trust Company (the
Depository), a Securities and Exchange Commission registered depository, an
Illinois trust company, a member of the Federal Reserve System and a "clearing
corporation" within the meaning of the Illinois Uniform Commercial Code.
shall be in the denomination of $5,000 each, or any integral multiple thereof, of
single maturities, shall mature on January 1 in the years and amounts stated
below, and shall bear interest from date of issue until paid or duly called for
redemption at the respective annual rates set forth opposite such years and
amounts, as follows:
I One Global Certificate representing
2.02. Maturities: Interest Rates: Denominations and Pavment. The Bonds
Year Amount Rate - Year Amount - Rate
1997 $115,000 4.40% 2004 $380,000 5.60%
1998 160,000 4.70 2005 410,000 5.70
1999 325,000 4.90 2006 435,000 5.80
2000 320,000 5.00 2007 445,000 5.90
2001 335,000 5.20 2008 495,000 5.95
2002 360,000 5.40 2009 505,000 6.00
2003 365,000 5.50
For the purpose of complying with the provisions of Minnesota Statutes, Section
475.54, subdivision 7, the maturities of the Bonds shall be combined with the
non-refunded maturities of the Prior Bonds and the maturities of the General
Obligation Recreational Facility Bonds, Series 19928 (the 19928 Bonds) of the
Issuer being issued simultaneously with the Bonds.
payable on January 1 and July 1 of each year (an Interest Payment Date),
commencing July 1, 1993, calculated on the basis of a 360 day year of twelve 30
'I 2.03. Dates and Interest Pavment Dates. The Bonds shall bear interest
10/5/92 -. 283
day months.
first paragraph thereof, and interest on any Non-Global Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name
the Bond is registered (the Holder) on the registration,books of the Issuer
maintained by the Bond Registrar, and in each case at the address appearing
thereon at the close of business on the fifteenth (15th) calendar day preceding
such Interest Payment Date (the Regular Record Date). Any such interest not so
timely paid shall cease to be payable to the person who is the Holder thereof as
of the Regular Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date'(the Special Record Date) fixed by the
Bond Registrar whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given by the Bond Registrar
to the Holders not less than ten (10) days prior to the Special Record Date.
2.04. Form of Bond. The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in Section
2.14, and otherwise shall be in the form of Non-Global Bonds. The form of Bonds
shall be substantially as set forth in Exhibit A for the Global Certificates or
as set forth in Exhibit B for the Non-Global Bonds, but may contain such
additional or different terms and provisions as to the form and time of payment,
record date, notices and other matters as are consistent with a Supplemental
Resolution.
2.05. Redemption. The Issuer may elect on January 1, 2002, and on any date
thereafter, to prepay Bonds due on or after January 1, 2003. Redemption may be
in whole or in part of the Bonds subject to prepayment. If redemption is in
part, the City shall determine the order of redemption of Bonds.
is prepaid only in part, prepayments will be in increments of $5,000 of
principal.
interest.
provided upon receipt by the Bond Registrar at least forty-five (45) days prior
to the redemption date of a request of the Issuer, in written form if the Bond
Registrar is other than a Issuer officer, unless a shorter period of notice is
acceptable to the Bond Registrar. Such request shall specify the principal
amount of Bonds to be called for redemption, the redemption date and the
redemption price.
law, and mailed notice of redemption shall be given to the paying agent (if other
than a Issuer officer) and to each affected Holder. If and when the Issuer shall
call any of the Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name of the Issuer
of its intention to redeem and pay such Bonds at the office of the Bond
Registrar. Notice of redemption shall be given by first class mail, postage
prepaid, mailed not less than thirty (30) days prior to the redemption date, to
each Holder of Bonds to be redeemed, at the address appearing in the Bond
Register; provided that if a Depository Letter Agreement (hereafter defined)
contains other or different requirements for delivery of such notice to the
Depository, then the provisions of the Depository Letter Agreement shall be
followed for that Holder.
Interest on any Global Certificate shall be paid as provided in the
If a maturity
All such prepayments shall be at a price of par plus accrued
The Bond Registrar shall call Bonds for redemption and payment as herein
Published notice of redemption shall in each case be given in accordance with
All notices of redemption shall state:
(a) The redemption date;
(b) The redemption price;
(c) If less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the Bonds to be redeemed;
That on the redemption date, the redemption price will become due and
payable upon each such Bond, and that interest thereon shall cease to
accrue from and after said date; and
The place where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
Bond Registrar.
(d)
(e)
2.06. The Finance Director of the Issuer is appointed to
19/5/92
act as bond registrar and transfer agent with respect to the Bonds (the Bond 284
Registrar), and shall so act for all Bonds unless and until a successor Bond
Registrar is duly appointed.
the Issuer, or a bank or trust company eligible for designation as bond registrar
pursuant to Minnesota Statutes, Chapter 475. The Bond Registrar shall also serve
as paying agent unless and until a successor paying agent is duly appointed.
Principal and interest on the Bonds shall be paid to the Holders of the Bonds in
the manner set forth in the forms of Bond and Section 3.
Issuer by the signatures of its Mayor and Manager, each with the effect noted on
the forms of the Bonds; provided that any of such signatures may be printed or
photocopied facsimiles.
absence of any such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or disabled
officer.
signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if the officer had remained in
office until delivery.
Director to the Purchaser upon receipt of the purchase price, and the Purchaser
shall not be obliged to see to the proper application thereof.
obligatory for any purpose or be entitled to any security or benefit under this
resolution unless a Certificate of Authentication on such Bond, substantially in
the form set forth on the form of Bond, shall have been duly executed by the Bond
Registrar.
the Issuer on each Bond by execution of the certificate of Authentication on the
Bond and by inserting as the date of registration in the space provided the date
on which the Bond is authenticated.
Bonds to the Purchaser, the Bond Registrar shall insert as the date of
registration the date of original issue.
executed on each Bond shall be conclusive evidence that it has been authenticated
and delivered under this resolution.
the office of the Bond Registrar a bond register in which, subject to such
reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar
shall provide for the registration of Bonds and the registration of transfers of
Bonds entitled to be registered or transferred as herein provided.
All Bonds surrendered upon any exchange or transfer provided for in this
Resolution shall be promptly cancelled by the Bond Registrar and thereafter
disposed of as directed by the Issuer.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the Issuer evidencing the same debt, and entitled to the
same benefits under this Resolution, as the Bonds surrendered for such exchange
or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form
satisfactory to the Bond Registrar, duly executed by the Holder thereof or the
Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with the transfer or exchange
of any Bond and any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the Issuer
contained in any agreement with, or notice to, the Bond Registrar, including
regulations which permit the Bond Registrar to close its transfer books between
record dates and payment dates.
of or in exchange for or in lieu of any other Bond shall carry all the rights to
A successor Bond Registrar shall be an officer of
I
2.07. Execution and Deliverv. The Bonds shall be executed on behalf of the
In the event of disability or resignation or other
In case any such officer whose signature or facsimile of whose
The Bonds when so prepared and executed shall be delivered by the Finance
2.08. Authentication: Date of Registration. No Bond shall be valid or
The Bond Registrar shall authenticate the signatures of officers of
I For purposes of delivering the original
The Certificate of Authentication so
2.09. Registration: Transfer: Exchanpe. The Issuer will cause to be kept at
I
2.10. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer
10 /-5 / 9 2 .. 285
interest accrued and unpaid, and to accrue, which were carried by such other
Bond.
2.11. Holders: Treatment of Registered Owner: Consent of Holders.
(A) For the purposes of all actions, consents and other matters affecting
Holders of Bonds issued under this Resolution, as from time to time supplemented,
other than payments, redemptions, and purchases, the Issuer may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond
instead of the person in whose name the Bond is registered.
the Issuer may ascertain the identity of the beneficial owner of the Bond by such
means as the Bond Registrar in its sole discretion deems appropriate, including
but not limited to a certificate from the Depository or other person in whose
name the Bond is registered identifying such beneficial owner.
Bond is registered as the owner of such Bond for the purpose of receiving payment
of principal of and premium, if any, and interest on, such Bond and for all other
purposes whatsoever whether or not such Bond shall be overdue, and neither the
Issuer nor the Bond Registrar shall be affected by notice to the contrary.
(C) Any consent, request, direction, approval, objection or other instrument
required by this Resolution, as supplemented, to be signed and executed by the
Holders may be in any number of concurrent writings of similar tenor and must be
signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval,
objection or other instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for
any of the purposes of this Resolution as supplemented, and shall be conclusive
in favor of the Issuer with regard to any action taken by it under such request
or other instrument, namely:
be proved by the certificate of any officer in any jurisdiction who by law has
power to take acknowledgments within such jurisdiction that the person signing
such writing acknowledged before him the execution thereof, or by an affidavit of
any witness to such execution.
ownership by any person of Bonds and the amounts and numbers of such Bonds, and
the date of the holding of the same, may be proved by reference to the Bond
Register.
Upon their original issuance the Bonds will be issued in the form of a single
Global Certificate for each maturity, deposited with the Depository by the
Purchaser and immobilized as provided in Section 2.14.
interests in the Bonds will receive certificates representing their respective
interests in the Bonds except as provided in Section 2.14. Except as so
provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will
be reflected by book entries made on the records of the Depository and its
Participants and other banks, brokers, and dealers participating in the National
System. The Depository's book entries of beneficial ownership interests are
authorized to be in integral increments of $5,000, despite the larger authorized
denominations of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the Bond Registrar
as paying agent, and in turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository
according to the laws and rules governing it will receive and forward payments on
behalf of the beneficial owners of the Global Certificates.
2.13. Deuositorv Letter Agreement. There has been submitted to this Council
a form of letter agreement between the Bond Registrar and the Depository.
letter agreement (the Depository Letter Agreement) is hereby approved. The Bond
Registrar, the Mayor and the Manager are hereby authorized and directed to
execute the Depository Letter Agreement in substantially the form submitted, with
For that purpose,
I
(B) The Issuer and Bond Registrar may treat the person in whose name any
(1) The fact and date of the execution by any person of any such writing may
(2) Subject to the provisions of subsection (A) above, the fact of the
I
2.12. Descriution of the Global Certificates and Global. Book-Entry Svstem.
No beneficial owners of
Such I
I
286 10/5/92
only such variations therein as may be required to
Agreement, or which are not, in the opinion of the
complete the Depository Letter
Issuer Attorney and bond
counsel, materially adverse to the interests of the Issuer.
Deuositorv and Replacement Bonds.
the Depository, immediately upon the original delivery of the Bonds the Purchaser
will deposit the Global Certificates representing all of the Bonds with the
Depository. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository
or its nominee and shall be held immobilized from circulation at the offices of
the Depository. The Depository or its nominee will be the sole holder of record
of the Global Certificates and no investor or other party purchasing, selling or
otherwise transferring ownership of interests in any Bond is to receive, hold or
deliver any Global Certificates so long as the Depository holds the Global
Certificates immobilized from circulation, except as provided below in this
Sect ion.
Global Certificates evidencing the Bonds may not, after their original
delivery, be transferred or exchanged except:
(i) Upon exchange of a Global Certificate after a partial redemption, as
provided in Section 2.15,
(ii) depository (a llSubstitute Depository") designated pursuant to clause (iii) of
this subparagraph, provided that any successor of the Depository or any
Substitute Depository must be both a "clearing corporation" as defined in the
Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, 'and a
qualified and registered "clearing agency" as provided in Section' 17A of the
Securities Exchange Act of 1934, as amended,
(iii)
upon (a) the determination by the Depository that the Bonds shall no longer be
eligible for its depository services or (b) a determination by the Issuer that
the Depository is no longer able to carry out its functions, provided that any
Substitute Depository must be qualified to act as such, as provided in clause
(ii) of this subparagraph, or
(iv) In the event that:
(a)
I 2.14. Immobilization of Global Certificates bv the Deoositorv: Successor
Pursuant to the request of the Purchaser to
To any successor of the Depository (or its nominee) or any substitute
To a Substitute Depository designated by and acceptable to the Issuer
I
the Depository shall resign or discontinue its services for the Bonds
and the Issuer is unable to locate a Substitute Depository within two (2) months
following the resignation or discontinuance, or
(b) the Issuer determines in its sole discretion that (1) the continuation
of the book entry system described herein might adversely affect the interests of
the beneficial owners of the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they obtain certificated Bonds, in either of
which events the Issuer shall notify Holders of its determination and the Issuer,
the Bond Registrar and the Depository shall cooperate in providing certificates
(the "Replacement Bonds") to Holders and the registration, transfer and exchange
of such Bonds shall thereafter be conducted as provided in Section 2.09 hereof.
second paragraph of this Section, the Bond Registrar upon presentation of Global
Certificates shall register their transfer to the substitute or successor
depository, and the substitute or successor depository shall be treated as the
Depository for all purposes and functions under this resolution. The Depository
Letter Agreement shall not apply to a Substitute Depository unless the Issuer and
the Substitute Depository so agree, and a sbilar agreement may be entered into.
2.15. Redemution-Global Certificates. Upon a reduction in the aggregate
principal amount of a Global Certificate, the Holder may make a notation of such
redemption on the panel provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond Registrar in exchange
for a new Global Certificate authenticated by the Bond Registrar, in proper
principal amount. Such notation, if made by the Holder, shall be for reference
only, and may not be relied upon by any other person as being in any way*
In the event of a replacement of the Depository as may be authorized by the
I
10/5/92 .* 207
determinative of the principal amount of such Global Certificate outstanding,
unless the Bond Registrar has signed the appropriate column of the panel.
For the purposes of giving notice in accordance with Section 2.05, the
"Holder" of Global Certificates shall be the Depository or its nominee.
2.16. Redemrition-Non-Global Bonds. To effect a partial redemption of
Non-Global Bonds having a common maturity date, the Bond Registrar prior to
giving notice of redemption shall assign to each Non-Global Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of
such Non-Global Bond. The Bond Registrar shall then select by lot, using such
method of selection as it shall deem proper in its discretion, from the numbers
as, at $5,000 for each number, shall equal the principal amount of such
Non-Global Bonds to be redeemed. The Non-Global Bonds to be redeemed shall be
the Non-Global Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such Non-Global Bond
of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 of
principal amount for each number assigned to it and so selected.
If a Non-Global Bond is to be redeemed only in part, it shall be surrendered
to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such Non-Global Bond,
without service charge, a.new Non-Global Bond or Bonds of the same series having
the same stated maturity and interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
The proceeds of the Bonds
in the amount of $566,579.67 are irrevocably appropriated for the payment of
interest to become due on the Bonds to and including January 1, 1996 (the 1985
Bonds Crossover Date), and for the payment and redemption of the principal amount
of the 1985 Refunded Bonds on the 1985 Bonds Crossover Date. The proceeds of the
Bonds in the amount of $4,016,115.33 and funds in the amount of $12,600.00 from
Meridian Bank, as the supplier of a forward'purchase contract, are irrevocably
appropriated for the payment of interest to become due on the Bonds to and
including January 1, 1998 (the 1988 and 1989 Bonds Crossover Date) and for the
payment and redemption of the principal amount of the 1988 Refunded Bonds and
1989 Refunded Bonds on the 1988 and 1989 Bonds Crossover Date. The Finance
Director is hereby authorized and directed, simultaneously with the delivery of
the Bonds, to deposit the proceeds thereof, to the extent described above, in
escrow with Norwest Bank Minnesota, National Association, in Minneapolis,
Minnesota (the Escrow Agent), a banking institution whose deposits are insured by
the Federal Deposit Insurance Corporation and whose combined capital and surplus
is not less than $500,000, and shall invest the funds so deposited in securities
authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 8,
maturing on such dates and bearing interest at such rates as are required to
provide funds sufficient, with cash retained in the escrow account, to make the
above-described payments. The Mayor and Manager are hereby authorized to enter
into an Escrow Agreement with the Escrow Agent establishing the terms and
conditions for the escrow account in accordance with Minnesota Statutes, Section
475.67.
pay issuance expenses and $-0- shall be deposited in the Sinking Fund created
pursuant to Section 4 hereof.
Fund.
be created and maintained on the books of the Issuer as a separate debt
redemption fund until the Bonds, and all interest thereon, are fully paid.
shall be credited to the Sinking Fund the following:
I
Section 3. Use of Proceeds and Escrow Accounts. I
Of the remaining proceeds of the Bonds, $26,523.38 shall be applied to
Section 4. General Obligation Recreational Facility Refunding Bond Sinking
The Bonds shall be payable from a separate Series 1992C General Obligation I- Recreational Facility Refunding Bond Sinking Fund (the Sinking Fund) which shall 1
There
288 10/5/92
(a)
(b)
Any amount initially deposited therein pursuant to Section 3 hereof.
All receipts of principal and interest on the investments held in the
escrow account established in Section 3 (other than the sum of $553,538.67
received from maturing investments on the 1985 Bonds Crossover Date to be used to
redeem the 1985 Bonds maturing after the 1985 Bonds Crossover Date and pay
$3,538.67 of the principal of the 1985 Bonds coming due on such date and the sum
of $3,855,000 received from maturing investments on the 1988 and 1989 Bonds
Crossover Date to be used to redeem the 1988 Bonds and 1989 Bonds maturing after
the 1988 and 1989 Bonds Crossover Date and $21,443.73 to be used to pay principal
of the 1988 Bonds coming due on such date).
All taxes levied and a11 other money which may at any time be received
for or appropriated to the payment of the principal of or interest on the Bonds,
including the net revenues of the Issuer's liquor stores, golf courses and ice
arena herein pledged and appropriated to the Sinking Fund and all collections of
any ad valorem taxes levied for the payment of the Bonds.
All amounts held in the sinking funds for the Prior Bonds upon payment
in full of such Prior Bonds, including amounts held in separate subaccounts in
such sinking funds as reserves for the Prior Bonds as required by the Act, which
amounts up to an amount equal to the average annual amount of principal and
interest to become due on the Bonds shall be credited in a separate subaccount in
the Sinking Fund as a reserve for the payment of the principal of and interest on
the Bonds.
(e) Section 5. Pledne of Net Revenues. The net revenues of the Issuer's golf
courses, ice arena and liquor stores (the Net Revenues) are hereby irrevocably
pledged and appropriated to the payment of the Bonds and interest thereon when
due and maintenance of the reserve account required by the Act following the 1988
and 1989 Crossover Date. The pledge of the Net Revenues to the payment of the
Bonds and maintenance of the reserve account is subordinate to the pledge of the
Net Revenues to the payment of the Prior Bonds and on a parity with the pledge of
such net revenues to the payment of the 1992A Bonds. Nothing herein shall
preclude the Issuer from hereafter making further pledges and appropriations of
the Net Revenues for payment of additional obligations of the Issuer hereafter
authorized if the Council determines before the authorization of such additional
obligations that the estimated Net Revenues will be sufficient, together with any
other sources pledged to the payment of the outstanding and additional
obligations, for payment of the outstanding bonds and such additional
obligations.
superior or subordinate to, or on a parity with, the pledge and appropriation
herein made.
Section 6.
principal of and interest on the Bonds as such payments respectively become due,
the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. It is, however, presently estimated that the funds
appropriated pursuant to Section 5 hereof will provide sums not less than 5% in
excess of principal and interest on the Bonds when due, and therefore no tax levy
is presently required.
provided in this section, all pledges, covenants and other rights granted by this
resolution to the registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued from the due date to the date
of such deposit. The Issuer may also discharge its obligations with respect to
any prepayable Bonds called for redemption on any date when they are prepayable
according to their terms, by depositing with the Registrar on or before that date
an amount equal to the principal, interest and redemption premium, if any, which
(c)
(d)
Any other funds appropriate by the Council for the payment of the Bonds.
I
Such further pledges and appropriations of Net Revenues may be made
Pledne of Taxinn Powers. For the prompt and full payment of the
Section 7. Defeasance. When all of the Bonds have been discharged as
10/5/92 .I 289
are then due, provided that notice of such redemption has been duly given as
provided herein.
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
time and at such rates and maturing or callable at the holder's option 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.
directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and obtain a certificate that the Bonds have been duly entered
upon the Auditor's bond register as required by law.
Section 9. Authentication of Transcript. The officers of the Issuer and
County Auditor of Hennepin County are hereby authorized and directed to prepare
and furnish to the Purchaser and to Dorsey ti Whitney, Bond Counsel, certified
copies of all proceedings and records relating to the Bonds 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 in their custody and control or as otherwise known to them,
and all.such certified copies, affidavits and certificates, including any
heretofore furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
from time to time of the Bonds that it will not take or permit to be taken tiy 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
the Code and the Regulations. The Issuer will cause to be filed with the
Secretary of Treasury an information reporting statement in the form and at the
time prescribed by the Code.
and will be owned and maintained by the Issuer and available for use by members
of the general public on a substantially equal basis.
shall not enter into any lease, use or other agreement with any nongovernmental
person relating to the use of such improvements or security for the payment of
the Bonds which might cause the Bonds to be considered "private activity bonds"
or "private loan bonds" within the meaning of Section 141 of the Code.
responsibility for issuing the Bonds pursuant to this resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance
with the provisions of Section 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.
Section 11.
subject to the rebate requirements of Section 148(f) of the Code.
covenants and agrees to retain such records, make such determinations, file such
reports and documents and pay such amounts at such times as are required under
said Section 148(f) and applicable Treasury Regulations to preserve the exclusion
of interest on the Bonds from gross income for federal income tax purposes. In
furtherance of the foregoing, the Finance Director is hereby authorized and
directed to execute a Rebate Certificate setting forth the undertakings of the ,
Issuer to comply with the foregoing requirements, and the Issuer hereby covenants
and agrees to observe and perform the covenants and agreements contained therein,
unless amended or terminated in accordance with the provisions thereof.
The Issuer may also at any time discharge its obligations with
Section 8. Registration of Bonds. The Clerk is hereby authorized and
Section 10. Tax Covenant. The Issuer covenants and agrees with the holders
The improvements financed by the Prior Bonds are
I
The Issuer has not and
The Mayor and Manager, being the officers of the Issuer charged with the
Arbitrage Rebate. The Issuer acknowledges that the Bonds are
The Issuer
10/5/92
Section 12. No Desimation of Oualified Tax-ExemDt Obligations. The Bonds 290
shall not be designated-as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code.
Section 13. Severability. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not
affect any of the remaining provisions of this resolution.
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.
Section 15. Official Statement. The Official Statement relating to the
Bonds, dated September 21, 1992, prepared and delivered on behalf of the Issuer
by Springsted Incorporated, is hereby approved, and the officers of the Issuer
are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency thereof.
Springsted Incorporated, is hereby authorized on behalf of the Issuer to prepare
and distribute to the Purchaser a supplement to the Official Statement listing
the offering price, the interest rates, selling compensation, delivery date, the
underwriters and such other information relating to the Bonds required to be
included in the Official Statement by Rule 15~2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. Within seven
business days from the date hereof, the Issuer shall deliver to the Purchaser
180 copies of the Official Statement and such supplement.
City are hereby authorized and directed to execute such notes as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official
Statement.
Section 16. Redemption of Refunded Bonds. The Issuer hereby calls the 1985
Refunded Bonds maturing after the 1985 Bonds Crossover Date for redemption and
prepayment on the 1985 Bonds Crossover Date and calls the 1988 Refunded Bonds and
1989 Refunded Bonds maturing after the 1988 and 1989 Bonds Crossover Date for
redemption and prepayment on the 1988 and 1989 Bonds Crossover Date. The Finance
Director shall cause notice of the redemption of the 1985 Refunded Bonds, 1988
Refunded Bonds and 1989 Refunded Bonds to be given in the manner required by the
resolution authorizinz the respective Bonds.
I Section 14. Headings. Headings in this resolution are included for
The officers of the
Adopted this 5th day if Octobe;, 1992.
Attest :
Mayor
Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Council Member Paulus and upon vote being taken thereon, the following voted in
favor thereof: Mayor Richards, Council Members Kelly, Paulus and Rice
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
None
EXHIBIT A
[FORM OF GLOBAL CERTIFICATE]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
R- $ 'I GENERAL OBLIGATION RECREATIONAL FACILITY REFUNDING BOND, SERIES 1992C
INTEREST MATURITY DATE OF
RATE - DATE ORIGINAL ISSUE CUSIP - November 1, 1992
REGISTERED OWNER:
10/5/92
'' 291
PRINCIPAL AMOUNT:
THE CITY-OF EDINA, County of Hennepin, State of Minnesota (the
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or on the certificate of registration attached
hereto, or registered assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above unless called for
earlier redemption, and to pay interest thereon semiannually on January 1 and
July 1 of each year (each, an "Interest Payment Date"), commencing July 1, 1993,
at the rate per annum specified above (calculated on the basis of a 360-day year
of twelve 30-day months) until the principal sum is paid or has been provided
for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are
payable by wire transfer (or other agreed means of payment), in next day funds or
its equivalent, on each payment date no later than 12:OO noon (Chicago, Illinois
time) upon presentation and surrender hereof at the office of the Finance
Director, City of Edina, in Edina, Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer;
provided, however, that upon a partial redemption of this Bond which results in
the stated amount hereof being reduced, the Holder may in its discretion be paid
without presentation of this Bond, and may make a notation on the panel provided
herein of such redemption, stating the amount so redeemed, or may return the Bond
to the Bond Registrar in exchange for a new Bond in the proper principal amount.
Such notation, if made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond Registrar has signed
the appropriate column of the panel.
Interest Payment Date (by 12:OO noon, Chicago, Illinois time) by wire transfer
(or other agreed means of payment) in next day funds or its equivalent to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on
the registration books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the fifteenth calendar day
preceding such Interest Payment Date (the "Regular Record Date"). Any interest
not so timely paid shall cease to be payable to the person who is the Holder
hereof as of the Regular Record Date, and shall be payable to the person who is
the Holder hereof at the close of business on a date (the "Special Record Date")
fixed by the Bond Registrar whenever money becomes available for payment of the
defaulted interest. Notice of the Special Record Date shall be given to
Bondholders not less than ten (10)days prior to the Special Record Date.
principal of and premium, if any, and interest on this Bond are payable in lawful
money of the United States of America. *
entitled to any security unless the Certificate of Authentication hereon shall
have been executed by the Bond Registrar.
Date of Payment Not Business Dav. If the date for payment of the principal
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are-authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
Redemption. All Bonds maturing on or after January 1, 2003, are subject to
redemption and prepayment at the option of the Issuer on January 1, 2002, and on
any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, the City shall determine the order of redemption of Bonds;
Interest on this Bond will be paid on each
The
This Bond shall not be valid or become obligatory for any purpose or be
292 10/5/92
and if only part of the Bonds having a common maturity date are called for
prepayment, Bonds shall be prepaid in $5,000 increments of principal.
portions thereof called for redemption shall be due and payable on the designated
redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
Published notice of redemption shall in each case be
given in accordance with law, and mailed notice of redemption shall be given to
the paying agent (if other than an officer of the Issuer) and to each affected
Holder of the Bonds. For this purpose, the Depository (hereafter identified, or
any successor thereto) shall be the "Holder" as to Bonds registered in the name
of the Depository or its nominee. In the event any of the Bonds are called for
redemption, written notice thereof will be given by first class mail mailed not
less than thirty (30) days prior to the redemption date to each Holder of Bonds
to be redeemed. In connection with any such notice, the 'lCUSIP1f numbers assigned
to the Bonds shall be used.
redemption of this Bond which results in the stated amount hereof being reduced,
the Holder may in its discretion make a notation on the panel provided herein of
such redemption, stating the amount so redeemed. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon by any other
person as being in any way determinative of the principal amount of the Bond
outstanding, unless the Bond Registrar has signed the appropriate column of the
panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of
transfer in form satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or the Holder's attorney duly authorized in writing) and the
Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Bond, without service charge, a new Bond of the
same series having the same stated maturity and interest rate and of the
authorized denomination in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose. This Bond is one of an issue in the total principal
amount of $4,650,000, all of like date of original issue and tenor, except as to
number, maturity, interest rate, redemption privilege and denomination, which
Bond has been issued pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Laws 1961, Chapter 655, and
Minnesota Statutes, Chapter 475, and pursuant to a resolution adopted by the City
Council on October 5, 1992 (the "Resolution"), to refund certain outstanding
general obligation bonds of the Issuer previously issued to finance improvements
to the Issuer's recreational facilities. This Bond is payable primarily from the
net revenues of the golf courses, ice arena, and liquor stores of the Issuer
pledged to the payment of the Bonds by the Resolution, but the Issuer is required
by law to pay maturing principal hereof and interest thereon out of any funds in
the treasury if net revenues are not sufficient therefor.
as Global Certificates in the denomination of the entire principal amount of the
series maturing on a single date.
fully registered bonds of smaller denominations except in the event of a partial
redemption as above provided or in exchange for Replacement Bonds if then
available. Replacement Bonds, if made available as provided below, are issuable
solely as fully registered bonds in the denominations of $5,000 and integral
multiples thereof of a single maturity and'are exchangeable for fully registered
Bonds of other authorized denominations in equal aggregate principal amounts at
the principal office of the Bond Registrar, but only in the manner and subject to
the limitations provided in the Resolution.
Resolution for a description of the rights and duties of the Bond Register.
Copies of the Resolution are on file in the principal office of the Bond
Register.
Bonds or
I Notice of RedemDtion.
Replacement or Notation of Bonds after Partial RedemDtion. Upon a partial
I
Denominations: Exchange: Resolution. The Bonds are issuable originally only
Global Certificates are not exchangeable for
Reference is hereby made to the
ReDlacement Bonds. Replacement Bonds may be issued by the Issuer:
19/5/92! '293
I
(a) If Midwest Securities Trust Company (the "Depository") shall resign or
discontinue its services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months following the resignation or
discontinuance, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution might adversely
affect the interests of the beneficial owners of the Bonds, or (2) that it is in
the best interest of the beneficial owners of the Bonds that they obtain
certificated Bonds.
books of the Issuer by presenting this Bond for registration to the Bond
Registrar, who will endorse his, her or its name and note the date of
registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or the Holder's legal representatives, and
the Issuer and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until this Bond is
presented with such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books and noted hereon
by the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar.
The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
Not Qualified Tax-Exempt Obligations. The Bonds have been designated by
the Issuer as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
required by the Constitution and laws of the State of Minnesota to be done, 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 Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that in and by the Resolution,
the Issuer has pledged and appropriated so much of the net revenues to be derived
from the operation of the Issuer's golf courses, ice arena, and liquor stores as
shall be required to pay the principal hereof and interest hereon when due, but
the full faith and credit and taxing powers of the Issuer have been pledged to
the payment of such principal and interest when due, and ad valorem taxes, if
necessary for such purpose, will be levied upon all taxable property of the
Issuer, without limitation as to rate or amount; and that the issuance of this
Bond does not cause the indebtedness of the Issuer to exceed any constitutional
or statutory limitation of indebtedness.
caused this Bond to be executed on its behalf by the signatures of the Mayor and
City Manager and has caused this Bond to be dated as of the date set forth below.
Date of Registration:
Transfer. This Bond shall be registered in the name of the payee on the
Fees uuon Transfer or Loss.
Authentication.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
CITY OF EDINA, MINNESOTA
294 10/5/92
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
BY
CERTIFICATE OF REGISTRATION ,
The transfer of ownership of the principal amount of the attached Bond may be
made only by the registered owner or the owner's legal representative last noted
below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in
the amounts noted below:
Date Amount Bondholder Bond Rerristrar
Signature of Signature of
If a notation is made on this register, such notation has the effect stated in
the attached Bond. Partial Davments do not reauire the mesentation of the
10/5/92 -. 295
attached Bond to the Bond Registrar, and a Holder could fail to note the partial
payment here.
ABBREVIATIONS
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 in common
TEN ENT - as tenants by the entireties
JT TEN
and not as tenants in common
- as joint tenants with right of survivorship
UTMA - as custodian for
tCust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional a6breviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
unto
irrevocably constitute and appoint -
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
the within Bond and does hereby
.
Dated: Notice: The assignor's signature to this
assignment must correspond with the name as
it appears upon the face of the within Bond
in every particular, without alteration or
any change whatever. Signature(s) must be
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
EXHIBIT B
[Form of Non-Global Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
R- $
GENERAL OBLIGATION RECREATIONAL FACILITY REFUNDING BOND, SERIES 1992C
INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the llIssuerll),
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or registered assigns, in the manner hereinafter
set forth, the principal amount specified above, on the maturity date specified
296 10 15 I92
above, unless called for earlier redemption,
semiannually on January 1 and July 1 of each
Date"), commencing July 1, 1993, at the rate
and to pay interest thereon
year (each, an "Interest Payment
per annum specified above
i
I, (calculated on the basis of a 360-day year of twelve 30-day months) until the
principal sum is paid or has been provided for. This Bond will bear interest
from the most recent Interest Payment Date to which interest has been paid or, if
no interest has been paid, from the date of original issue hereof. The principal
of and premium, if any, on this Bond are payable upon presentation and surrender
hereof at the office of the Finance Director, City of Edina, in Edina, Minnesota
(the "Bond Registrar"), acting as paying agent, or any successor paying agent
duly appointed by the Issuer.
Interest Payment Date by check or draft mailed to the person in whose name this
Bond is registered (the "Holder" or "Bondholder") on the registration books of
the Issuer maintained by the Bond Registrar and at the address appearing thereon
at the close of business on the fifteenth calendar day preceding such Interest
Payment Date (the "Regular Record Date"). Any interest not so timely paid shall
cease to be payable to the person who is the Holder hereof as of the Regular
Record Date, and shall be payable to the person who is the Holder hereof at the
close of business on a date (the Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest.
Notice of the Special Record Date shall be given to Bondholders not less than ten
(10) days prior to the Special Record Date. The principal of and premium, if
any, and interest on this Bond are payable in lawful money of the United States
of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, in
order to make it a valid and binding general obligation of the Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that in and by the Resolution,
the Issuer has pledged and appropriated so much of the net revenues to be derived
from the operation of the Issuer's golf courses, ice arena, and liquor stores as
shall be required to pay the principal hereof and interest hereon when due, but
the full faith and credit and taxing powers of the Issuer have been pledged to
the payment of such principal and interest when due, and ad valorem taxes, if
necessary for such purpose, will be levied upon a1.l taxable property of the
Issuer, without limitation as to rate or amount; and that the issuance of this
Bond does not cause the indebtedness of the Issuer to exceed any constitutional
or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Date of Registration:
Interest on this Bond will be paid on each
CITY OF EDINA, MINNESOTA
Mayor
'I City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
10/5/92 .~
. 297 CITY OF EDINA, MINNESOTA
Bond Registrar
BY
(ON REVERSE OF BOND)
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
Redemption. All Bonds maturing on or after January 1, 2003, are subject to
redemption and prepayment at the option of the Issuer on January 1, 2002, and on
any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, the City shall determine the order of redemption of Bonds;
and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond
Registrar.
payable on the redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
Published notice of redemption shall in each case be
given in accordance with law, and mailed notice of redemption shall be given to
the paying agent (if other than an officer of the Issuer) and to each affected
Holder of the Bonds. In the event any of the Bonds are called for redemption,
written notice thereof will be given by first class mail mailed not less than
thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to
the Bonds shall be used.
having a common maturity date, the Bond Registrar shall assign to each Bond
having a common maturity date a distinctive number for each $5,000 of the
principal amount of such Bond.
using such method of selection as it shall deem proper in its discretion, from
the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number,
shall equal the principal amount of such Bonds to be redeemed.
redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination
of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it and so selected.
shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar
so requires, a written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or the Holder's attorney
duly authorized in writing) and the Issuer shall execute (if necessary) and the
Bond Registrar shall authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond or Bonds of the same series having the same stated
maturity and interest rate and of any authorized denomination or denominations,
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose. This Bond is one of an issue in the total principal
amount of $4,650,000, all of like date of ori'ginal issue and tenor, except as to
number, maturity, interest rate, redemption privilege and denomination, which
Bond has been issued pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Laws 1961, Chapter 655, and
Minnesota Statutes, Chapter 475, and pursuant to a resolution adopted by the City
Council on October 5, 1992 (the "Resolution"), to refund certain outstanding
general obligation bonds of the Issuer previously issued to finance improvements
to the Issuer's recreational facilities.
Date of Payment Not Business Day. If the date for.payment of the principal
Bonds or portions thereof called for redemption shall be due and
Notice of Redemption.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds
The Bond Registrar shall then select by lot,
The Bonds to be
If a Bond is to be redeemed only in part, it
This Bond is payable primarily from the
10/5/92
net revenues of the golf courses, ice arena, and liquor stores of the Issuer
pledged to the payment of the Bonds by the Resolution, but the Issuer is required
by law to pay maturing principal hereof and interest thereon out of any funds in
the treasury if net revenues are insufficient therefor.
Denominations: Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of
a single maturity and are exchangeable for fully registered Bonds of other
authorized denominations in equal aggregate principal amounts at the principal
office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution.. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
Holder's attorney duly authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond Registrar, all
subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the
name of the transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in aggregate
principal amount equal to the principal amount of this Bond, of the same maturity
and bearing interest at the same rate.
The Bond Registrar may require payment of-a sum
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
The Bonds have not been designated by
the Issuer as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
298
1.-
i
Transfer. This Bond is transferable by the Holder in person or by the
Fees upon Transfer or Loss.
I
Authentication.
Not Qualified Tax-Exempt Obligations.
ABBREVIATIONS
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 -
TEN ENT -
JT TEN -
UTMA -
under the
(
as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship
and not as tenants in common
as custodian for
(Cust) (Minor)
(State)
Uniform Transfers to Minors Act
A Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby
irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
10/5/42
Dated: Notice: The assignor's signature to this
assignment must correspond with the name as
it appears upon the face of the within Bond
in every particular, without alteration or
any change whatever. Signature(s) must be
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
BID AWARDED FOR $1.925.000 G.O. UTILITY REVl3"E REFUNDING BONDS. SERIES 1992D
It was reported that two sealed bids for the bonds had been received at the time
and place designated in the Terms of Proposal approved by resolution of the
Council at the meeting held on September 8, 1992, and included in the Official
Statement circulated by the City's financial advisor on behalf of the City.
bids received were as follows:
The
Net True
Bidder Rates Price cost Rate
FBS INVESTMENT SERVICES, INC. 3.80% 1995 $1,915,375.00 $387,477.50 4.6329%
DAIN BOSWORTH INCORPORATED 4.00% 1996
MERRILL LYNCH & CO. 4.40% 1997
NORWEST INVESTMENT SERVICES, 4.70% 1998
INCORPORATED 4.90% 1999
PIPER JAFFRAY, INC.
SMITH BARNEY, HARRIS UPHAM &
Interest Interest Interest
COMPANY INCORPORATED
AND ASSOCIATES - In Association With -
HARRIS TRUST AND SAVINGS BANK
KIDDER, PEABODY & COMPANY,
INCORPORATED
299
KEMPER SECURITIES, INC. 4.00% 1995 $1,914,027.50 $402,025.00 4.8106%
CLAYTON BROWN & ASSOCIATES, 4.30% 1996
INCORPORATED 4.60% 1997
GRIFFIN, KUBIK, STEPHENS & 4.80% 1998
THOMPSON, INC. 5.00% 1999
William Blair & Company
Member Rice then introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $1,925,000 GENERAL OBLIGATION
UTILITY REVENUE REFUNDING BONDS, SERIES 1992D;
AWARDING THE SALE, FIXING THE FORM AND DETAILS,
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the Issuer),
as follows:
PROVIDING FOR THE EXECUTION THEREOF AND THE SECURITY THEREFOR
Section 1. Authorization and Sale.
1.01. Authorization. The Issuer has presently outstanding its General
Obligation Utility Revenue Bonds, Series 1988, initially dated as of October 1,
1988 (the "Prior Bonds"). This Council, by a resolution adopted on September 8,
1992, authorized the sale of $1,925,000 General Obligation Utility Revenue
I
300 1015192
Refunding Bonds, Series 1992D (the Bonds), of the Issuer, the proceeds of which
would be used, together with any additional funds of the Issuer which might be
required, to refund in advance of maturity the Prior Bonds maturing in the years
1995 through 1999 which aggregate $1,865,000 in principal amount (the Refunded
Bonds). Said refunding constitutes a ltcrossover refunding" as defined in
Minnesota Statutes, Section 475.17, subd. 13. The Prior Bonds were issued to
finance a portion of the costs of constructing improvements to the City's
municipal water, sanitary sewer and storm sewer utility (the Utility).
1.02. Sale of Bonds. The Issuer has retained Springsted Incorporated, as
independent financial advisors in connection with the sale of the Bonds.
Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the
requirements as to public sale do not apply to the issuance of the Bonds. Bids
have been received in accordance with the Terms of Proposal approved by the
resolution adopted by this Council on September 8, 1992 authorizing the sale of
the Bonds, and the Council has publicly considered all sealed bids presented in
conformity with the Terms of Proposal. The most favorable of such bids is
ascertained to be that of FBS Investment Services, Inc. and associates, of
Minneapolis, Minnesota (the Purchaser), to purchase the Bonds at a price of
$1,915,375 plus accrued interest on all Bonds to the day of delivery and payment,
on the further terms and conditions hereinafter set forth.
Purchaser and the Mayor and Manager are hereby authorized and directed on behalf
of the Issuer to execute a contract for the sale of the Bonds in accordance with
the terms of the bid. The good faith deposit of the Purchaser shall be retained
and deposited by the Issuer until the Bonds have been delivered and shall-be
deducted from the purchase price paid at settlement.
other bidders shall be returned to them forthwith.
It is hereby determined that by issuance of the Bonds the
Issuer will realize a substantial interest rate reduction, a gross savings of
approxiniately $64,942.32 and a present value savings (using the yield on the
Bonds, computed in accordance with Section 148 of the Internal Revenue Code of
1986, as amended, as the discount factor) of approximately $55,889.86.
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 the Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
I
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the
.
The good faith checks of
1.04. Savinns.
I
1.05. Issuance of Bonds. All acts, conditions and things which are required
Section 2. Bond Terms: Registration: Execution and Delivery.
2.01. Issuance of Bonds. The Bonds shall be originally dated November 1,
1992, as the date of original issue and shall be issued forthwith on or after
such date using a Global Book Entry System.
the aggregate principal amount of the Bonds maturing in each year (the Global.
Certificates) will be issued and fully registered as to principal and interest in
the name of Kray & Co. as nominee of the Midwest Securities Trust Company (the
Depository), a Securities and Exchange Commission registered depository, an
Illinois trust company, a member of the Federal Reserve System and a "clearing
corporation" within the meaning of the Illinois Uniform Commercial Code.
2.02. Maturities: Interest Rates: Denominations and Payment. The Bonds
shall be in the denomination of $5,000 each, or any integral multiple thereof, of
single maturities, shall mature, without option of prior payment, on February 1
in the years and amounts stated below, and shall bear interest from date of issue
until paid at the respective annual rates set forth opposite such years and
amounts, as follows:
One Global Certificate representing
Rate Year Amount
1996 $370,000 4.00
1997 $390 , 000 4.40
1998 $400 , 000 4.70
-
1995 $345 , 000 3.80%
10/5/92 301
1999 $420,000 4.90
For the purpose of complying with the provisions of Minnesota Statutes, Section
475.54, subdivision 7, the maturities of the Bonds shall be combined with the
non-refunded maturities of the Prior Bonds.
2.03. Dates and Interest Pavment Dates. The Bonds shall bear interest
payable on February 1 and August 1 of each year (an Interest Payment Date),
commencing August 1, 1993, calculated on the basis of a 360 day year of twelve 30
day months.
first paragraph thereof, and interest on any Non-Global Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name
the Bond is registered (the Holder) on the registration books of the Issuer
maintained by the Bond Registrar, and in each case at the address appearing
thereon at the close of business on the fifteenth (15th) calendar day preceding
such Interest Payment Date (the Regular Record Date). Any such interest not so
timely paid shall cease to be payable to the person who is the Holder thereof as
of the Regular Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the Special Record Date) fixed by the
Bond Registrar whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given by the Bond Registrar
to the Holders not less than ten (10) days prior to the Special Record Date.
2.04. Form of Bond. The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in Section
2.14, and otherwise shall be in the form of Non-Global Bonds. The form of Bonds
shall be substantially as set forth in Exhibit A for the Global Certificates or
as set forth in Exhibit B for the Non-Global Bonds, but may contain such
additional or different terms and provisions as to the form and time of payment,
record date, notices and other matters as are consistent with a Supplemental
Resolution.
2.05. Redemption. The Bonds shall not be subject to.redemption prior to
maturity,
2.06. Bond Registrar. The Finance Director of the Issuer is appointed to
act as bond registrar and transfer agent with respect to the Bonds (the Bond
Registrar), and shall so act for all Bonds unless and until a successor Bond
Registrar is duly appointed. A successor Bond Registrar shall be an officer of
the Issuer, or a bank or trust company eligible for designation as bond registrar
pursuant to Minnesota Statutes, Chapter 475. The Bond Registrar shall also serve
as paying agent unless and until a successor paying agent is duly appointed.
Principal and interest on the Bonds shall be paid to the Holders of the Bonds in
the manner set forth in the forms of Bond and Section 3.
Issuer by the signatures of its Mayor and Manager, each with the effect noted on
the forms of the Bonds; provided that any of such signatures may be printed or
photocopied facsimiles.
absence of any such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or disabled
officer. In case any such officer whose signature or facsimile of whose
signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if the officer had remained in
office until delivery.
Director to the Purchaser upon receipt of the purchase price, and the Purchaser
shall not be obliged to see to the proper application thereof.
obligatory for any purpose or be entitled to any security or benefit under this
resolution unless a Certificate of Authentication on such Bond, substantially in
the form set forth on the form of Bond, shall have been duly executed by the Bond
Registrar.
the Issuer on each Bond by execution of the Certificate of Authentication on the
Interest on any Global Certificate shall be paid as provided in the
I
I
2.07. Execution and Delivery. The Bonds shall be executed on behalf of the
In the event of disability or resignation or other
The Bonds when so prepared and executed shall be delivered by the Finance
2.08. Authentication: Date of Repistration. No Bond shall be valid or
The Bond Registrar shall authenticate the signatures of officers of
I
302 10/5/92
Bond and by inserting as the date of registration in the space provided the date
on which the Bond is authenticated.
Bonds to the Purchaser, the Bond Registrar shall insert as the date of
registration the date of original issue.
executed on each Bond shall be conclusive evidence that it has been authenticated
and delivered under this resolution.
the office of the Bond Registrar a bond register in which, subject to such
reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar
shall provide for the registration of Bonds and the registration of transfers of
Bonds entitled to be registered or transferred as herein provided.
All Bonds surrendered upon any exchange or transfer provided for in this
Resolution shall be promptly cancelled by the Bond Registrar and thereafter
disposed of as directed by the Issuer.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the Issuer evidencing the same debt, and entitled to the
same benefits under this Resolution, as the Bonds surrendered for such exchange
or transfer.
endorsed or be accompanied by a written instrument of transfer, in form
satisfactory to the Bond Registrar, duly executed by the Holder thereof or the
Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with the transfer or exchange
of any Bond and any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the Issuer
contained in any agreement with, or notice to, the Bond Registrar, including
regulations which permit the Bond Registrar to close its transfer books between
record dates and payment dates.
2.10. Rights Upon Transfer or Exchange.
of or in exchange for or in lieu of any other Bond shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Bond.
2.11. Holders: Treatment of Registered Owner: Consent of Holders.
(A) For the purposes of all actions, consents and other matters affecting
Holders of Bonds issued under this Resolution, as from time to time supplemented,
other than payments, redemptions, and purchases, the Issuer may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond
instead of the person in whose name the Bond is registered.
the Issuer may ascertain the identity of the beneficial owner of the Bond by such
means as the Bond Registrar in its sole discretion deems appropriate, including
but not limited to a certificate from the Depository or other person in whose
name the Bond is registered identifying such beneficial owner.
Bond is registered as the owner of such Bond for the purpose of receiving payment
of principal of and premium, if any, and interest on, such Bond and for all other
purposes whatsoever whether or not such Bond shall be overdue, and neither the
Issuer nor the Bond Registrar shall be affected by notice to the contrary.
(C) Any consent, request, direction, approval, objection or other instrument
required by this Resolution, as supplemented, to be signed and executed by the
Holders may be in any number of concurrent writings of similar tenor and must be
signed or executed by such Holders in person'or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval,
objection or other instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for
any of the purposes of this Resolution as supplemented, and shall be conclqsive.
in favor of the Issuer with regard to any action taken by it under such request
or other instrument, namely:
The fact and date of the execution by any person of any such writing
For purposes of delivering the original
D The Certificate of Authentication so
2.09. Registration: Transfer: Exchange. The Issuer will cause to be kept at
.
Every Bond presented or surrendered for transfer or exchange shall be duly
1 Each Bond delivered upon transfer
For that purpose,
(B) The Issuer and Bond Registrar may treat the person in whose name any
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(1)
10/5/92 303
may be proved by the certificate of any officer in any jurisdiction who by
law has power to take acknowledgments within such jurisdiction that the
person signing such writing acknowledged before him the execution thereof, or
by an affidavit of any witness to such execution.
(2) Subject to the provisions of subsection (A) above, the fact of the
ownership by any person of Bonds and the amounts and numbers of such Bonds,
and the date of the holding of the same, may be proved by reference to the
Bond Register.
2.12. Description of the Global Certificates and Global, Book-Entrv Svstem.
Upon their original issuance the Bonds will be issued in the form of a single
Global Certificate for each maturity, deposited with the Depository by the
Purchaser and immobilized as provided in Section 2.14.
interests in the Bonds will receive certificates representing their respective
interests in the Bonds except as provided in Section 2.14. Except as so
provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will
be reflected by book entries made on the records of the Depository and its
Participants and other banks, brokers, and dealers participating in the National
System. The Depository's book entries of beneficial ownership interests are
authorized to be in integral increments of $5,000, despite the larger authorized
denominations of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the Bond Registrar
as paying agent, and in turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository
according to the laws and rules governing it will receive and forward payments on
behalf of the beneficial owners of the Global Certificates.
2.13. Depository Letter Agreement. There has been submitted to this Council
a form of letter agreement between the Bond Registrar and the Depository.
1etter.agreement (the Depository Letter Agreement) is hereby approved. The Bond
Registrar, the Mayor and the Manager are hereby authorized and directed to
execute the Depository Letter Agreement in substantially the form submitted, with
only such variations therein as may be required to complete the Depository Letter
Agreement, or which are not, in the opinion of the Issuer Attorney and bond
counsel, materially adverse to the interests of the Issuer.
Depository and Replacement Bonds.
the Depository, immediately upon the original delivery of the Bonds the Purchaser
will deposit the Global Certificates representing all of the Bonds with the
Depository. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository
or its nominee and shall be held immobilized from circulation at the offices of
the Depository. The Depository or its nominee will be the sole holder of record
of the Global Certificates and no fnvestor or other party purchasing, selling or
otherwise transferring ownership of interests in any Bond is to receive, hold or'
deliver any Global Certificates so long as the Depository holds the Global
Certificates immobilized from circulation, except as provided below in this
Sect ion.
Global Certificates evidencing the Bonds may not, after their original
delivery, be transferred or exchanged except:
(i) To any successor of the Depository (or its nominee) or any substitute
depository (a llSubstitute Depository") designated pursuant to clause (iii) of
this subparagraph, provided that any successor of the Depository or any
Substitute Depository must be both a ".clearing corporation" as defined in the
Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, and
a qualified and registered "clearing agency" as provided in Section 17A of
the Securities Exchange Act of 1934, as amended,
upon (a) the determination by the Depository that the Bonds shall no longer
be eligible for its depository services or (b) a determination by the Issuer
No beneficial owners of
Such
2.14. Immobilization of Global Certificates by the Depository: Successor
Pursuant to the request of the Purchaser to
(ii) To a Substitute Depository designated by and acceptable to the Issuer
304 10/5/92
that the Depository is no longer able to carry out its functions, provided
that any Substitute Depository must be qualified to act as such, as provided
in clause (i) of this subparagraph, or
(iii) In the event that:
(a) I the Depository shall resign or discontinue its services for the Bonds
and the Issuer is unable to locate a Substitute Depository within two (2)
months following the resignation or discontinuance, or
of the book entry system described herein might adversely affect the
interests of the beneficial owners of the Bonds, or (2) that it is in the
best interest of the beneficial owners of the Bonds that they obtain
certificated Bonds,
(b) the Issuer determines in its sole discretion that (1) the continuation
in either of which events the Issuer shall notify Holders of its determination
and the Issuer, the Bond Registrar and the Depository shall cooperate in
providing certificates (the "Replacement Bonds") to Holders and the registration,
transfer and exchange of such Bonds shall thereafter be conducted as provided in
Section 2.09 hereof.
second paragraph of this Section, the Bond Registrar upon presentation of Global
Certificates shall register their transfer to the substitute or successor
depository, and the substitute or successor depository shall be treated as the
Depository for all purposes and functions under this resolution. The Depository
Letter Agreement shall not apply to a Substitute Depository unless the Issuer and
the Substitute Depository so agree, and a similar agreement may be entered into.
Section 3. Use of Proceeds and Escrow Account. *The proceeds of the Bonds in
the amount of $1,903,786.07 are irrevocably appropriated for the payment of
interest to become due on the Bonds to and including February 1, 1994 (the
Crossover Date), and for the payment and redemption of the principal amount of
the Refunded Bonds on the Crossover Date.
authorized and directed, simultaneously with the delivery of the Bonds, to
deposit the proceeds thereof, to the extent described above, in escrow with
Norwest Bank Minnesota, National Association, in Minneapolis, Minnesota (the
Escrow Agent), a banking institution whose deposits are insured by the Federal
Deposit Insurance Corporation and whose combined capital and surplus is not less
than $500,000, and shall invest the funds so deposited in securities authorized
for such purpose by Minnesota Statutes, Section 475.67, subdivision 8, maturing
on such dates and bearing interest at such rates as are required to provide funds
sufficient, with cash retained in the escrow account, to make the above-described
payments.
Agreement with the Escrow Agent establishing the terms and conditions for the
escrow account in accordance with Minnesota Statutes, Section 475.67. Of the
remaining proceeds of the Bonds, $13,465.59 shall be applied to pay issuance
expenses and $-0- shall be deposited in the Sinking Fund created pursuant to
Section 4 hereof.
The Bonds shall be payable from a separate Series 1992D General Obligation
Utility Revenue Refunding Bond Sinking Fund (the Sinking Fund) which shall be
created and maintained on the books of the Issuer as a separate debt redemption
fund until the Bonds, and all interest thereon, are fully paid. There shall be
credited to the Sinking Fund the following:
In the event of a replacement of the Depository as may be authorized by the
The Finance Director is hereby u
The Mayor and Manager are hereby authorized to enter into an Escrow
Section 4. General Oblination Utility Revenue Refundinp. Bond Sinking Fund.
(a)
(b)
Any amount initially deposited therein pursuant to Section 3 hereof.
All receipts of principal and interest on the investments held in the
escrow account established in Section 3 to and including the Crossover Date
(other than the sum of $1,865,000 received from maturing investments on the
Crossover Date to be used to redeem the Refunded Bonds).
All taxes levied and all other money which may at any time be received.
for or appropriated to the payment of the principal of or interest on the Bonds,
including the net revenues of the Utility herein pledged and appropriated to the
Sinking Fund and all collections of any ad valorem taxes levied for the payment
I (c)
10/5/92 305
of the Bonds.
(d) Any other funds appropriated by the Council for the payment of the
Bonds.
Section 5. Sufficiencv of Utilitv Revenues. It is hereby found, determined
and declared that the Issuer owns and operates the Utility as a revenue-producing
'utility and convenience; and that the estimated net operating revenues of the
Utility, after deducting from the gross receipts derived from charges for the
service, use and availability of the Utility the normal, current and reasonable
expenses of operation and maintenance thereof, will be sufficient, together with
any other sources pledged to or projected to be used, for the payment when due of
the principal of and interest on the Bonds herein authorized, and on any other
bonds to which such revenues are pledged, including the Prior Bonds.
the Issuer hereby covenants and agrees with the registered owners from time to
time of the Bonds herein authorized, that until the Bonds and the interest
thereon are paid in full, or are discharged as provided in Section 8, the Issuer
will impose and collect reasonable charges for the service, use and availability
of the Utility according to schedules sufficient to produce net revenues
sufficient to pay all principal and interest when due on the Bonds herein
authorized, and any other bonds to which said net revenues have been pledged; and
said net revenues, to the extent necessary, are hereby irrevocably pledged and
appropriated to the payment of the Bonds herein authorized and interest thereon
when due. The pledge of the net revenues of the Utility to the payment of the
Bonds is on a parity with the pledge of such net revenues to the payment of the
Prior Bonds.
further pledges and appropriations of the net revenues of the Utility for payment
of additional obligations of the Issuer hereafter authorized if the Council
determines before the authorization of such additional obligations that the
estimated net revenues of the Utility will be sufficient, together with any other
sources pledged to the payment of the outstanding and additional obligations, for
payment of the outstanding bonds and such additional obligations.
pledges and appropriations of said net revenues may be made superior or
subordinate to, or on a parity with, the pledge and appropriation herein made.
Section 7.
principal of and interest on the Bonds as such payments respectively become due,
the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. It is, however, presently estimated that the funds
appropriated pursuant to Section 6 hereof will provide sums not less than 5% in
excess of principal and interest on the Bonds when due, and therefore no tax levy
is presently required.
provided in this section, all pledges, covenants and other rights granted by this
resolution to the registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued from the due date to the date
of such deposit. The Issuer may also discharge its obligations with respect to
any prepayable Bonds called for redemption on any date when they are prepayable
according to their terms, by depositing with the Registrar 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 Issuer 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
time and at such rates and maturing or callable at the holder's option on such
Section 6. Rate Covenant. Pursuant to Minnesota Statutes, Section 444.075,'
Nothing herein shall preclude the Issuer from hereafter making
Such further
Pledge of Taxing Powers. For the prompt and full payment of the
I
Section 8. Defeasance. When all of the Bonds have been discharged as
306 10/5/92
dates as shall be required to pay all principal, interest and redemption premiums
to become due thereon to maturity or said redemption date.
directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and obtain a certificate that the Bonds have been duly entered
upon the Auditor's bond register as required by law.
Section 10. Authentication of Transcript. The officers of the Issuer and
County 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 relating to the Bonds 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 in their custody and control or as otherwise known to them,
and all such certified copies, affidavits and certificates, including any
heretofore furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
Section 11. The Issuer covenants and agrees with the holders
from time to time of the Bonds that it will not take or pewit 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
the Code and the Regulations.
Secretary of Treasury an information reporting statement in the form and at the
time prescribed by the Code. The improvements financed by the Prior Bonds will
be owned and maintained by the Issuer and available for use by members of the
general public on a substantially equal basis. The Issuer shall not enter into
any lease, use or other agreement with any nongovernmental person relating to the
use of such improvements or security for the payment of the Bonds which might
cause the Bonds to be considered "private activity bonds" or "private loan bonds"
within the meaning of Section 141 of the Code.
responsibility for issuing the Bonds pursuant to this resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance
with the provisions of Section 148 of the Code, and Sections 1.103-13, 1.103-14
and 1.103-15 of the Regulations, stating the facts, estimates and clrcumstances
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.
subject to the rebate requirements of Section 148(f) of the Code.
covenants and agrees to retain such records, make such determinations, file such
reports and documents and pay such amounts at such times as are required under
said Section 148(f) and applicable Treasury Regulations to preseroe the exclusion
of interest on the Bonds from gross income for federal income tax purposes.
furtherance of the foregoing, the Finance Director is hereby authorized and
directed to execute a Rebate Certificate setting forth the undertakings of the
Issuer to comply with the foregoing requirements, and the Issuer hereby covenants
and agrees to observe and perform the covenants and agreements contained therein,
unless amended or terminated in accordance with the provisions thereof.
Section 13. No Desimation of Qualified Tax-ExemDt Obligations. The Bonds
shall not be designated as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code.
Section 14. Severabilitv. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not
affect any of the remaining provisions of this resolution.
Section 9. Registration of Bonds. The Clerk is hereby authorized and
1 L
Tax Covenant.
The Issuer will cause to be filed with the
I
The Mayor and Manager, being the officers of the Issuer charged with the
Section 12. Arbitraae Rebate. The Issuer acknowledges that the Bonds are
The Issuer
In
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10/5/92 ,
I
Section 15. Headinns. Headings in this resolution are included for
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.
Section 16. Official Statement. The Official Statement relating to the
Bonds, dated September 21, 1992, prepared and delivered on behalf of the Issuer
by Springsted Incorporated, is hereby approved, and the officers of the Issuer
are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency thereof.
Springsted Incorporated, is hereby authorized on behalf of the Issuer to prepare
and distribute to the Purchaser a supplement to the Official Statement listing
the offering price, the interest rates, selling compensation, delivery date, the
underwriters and such other information relating to the Bonds required to be
included in the Official Statement by Rule 15~2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. Within seven
business days from the date hereof, the Issuer shall deliver to the Purchaser
75 copies of the Official Statement and such supplement. The officers of the
City are hereby authorized and directed to execute such notes as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official
Statement.
Refunded Bonds for redemption and prepayment on the Crossover Date.
Director shall cause notice of the redemption of the Refunded Bonds to be given
in the manner required by the resolution authorizing the Prior Bonds.
I
Section 17. RedemDtion of Refunded Bonds. The Issuer hereby calls the
The Finance
Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Kelly and upon vote being taken thereon, the following voted in
favor thereof: Mayor Richards, Council Members Kelly, Paulus and Rice
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
None
EXHIBIT A
[FORM OF GLOBAL CERTIFICATE]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
R- $
GENERAL OBLIGATION UTILITY REVENUE REFUNDING BOND, SERIES 1992D
INTEREST MATURITY DATE OF - RATE - DATE ORIGINAL ISSUE CUSIP
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the Vssuer”),
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or on the certificate of registration attached
hereto, or registered assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above, without option of
prior payment, and to pay interest thereon semiannually on February 1 and
August 1 of each year (each, an “Interest Payment Date”), commencing August 1,
1993, at the=rate per-annum-specified above (calculated on the basis of a 360-day
year of twelve 30-day months) until-the principal-sum-is paid or has been
I
307
308 10/5/92
provided for.
Date to which interest has been paid or, if no interest has been paid, from the
date of original issue hereof. The principal of and premium, if any, on this
Bond are payable by wire transfer (or other agreed means of payment), in next day
funds or its equivalent, on each payment date no later than 12:OO noon (Chicago,
Illinois time) upon presentation and surrender hereof at the office of the
Finance Director, City of Edina, in Edina, Minnesota (the "Bond Registrar"),
acting as paying agent, or any successor paying agent duly appointed by the
Issuer; provided, however, that upon a partial redemption of this Bond which
results in the stated amount hereof being reduced, the Holder may in its
discretion be paid without presentation of this Bond, and may make a notation on
the panel provided herein of such redemption, stating the amount so redeemed, or
may return the Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any
way determinative of the principal amount of this Bond outstanding, unless the
Bond Registrar has signed the appropriate column of the panel.
Bond will be paid on each Interest Payment Date (by 12:OO noon, Chicago, Illinois
time) by wire transfer (or other agreed means of payment) in next day funds or
its equivalent to the person in whose name this Bond is registered (the "Holder1*
or "Bondholder") on the registration books of the Issuer maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the
fifteenth calendar day preceding such Interest Payment Date (the I'Regular Record
Date"). Any interest not so timely paid shall cease to be payable to the person
who is the Holder hereof as of the Regular Record Date, and shall be payable to
the person who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record
Date shall be given to Bondholders not less than ten (10)days prior to the
Special Record Date. The principal of and premium, if any, and interest on this
Bond are payable in lawful money of the United States of America.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall
have been executed by the Bond Registrar.
If the date for payment of the principal
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
This Bond will bear interest from the most recent Interest Payment
Interest on this
Date of Pavment Not Business Dav.
Redemmion.
Issuance: Purpose.
amount of $1,925,000, all of like date of original issue and tenor, except as to
number, maturity, interest rate and denomination, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota and pursuant to a resolution adopted by the City Council on October 5,
1992 (the llResolutionll), to refund certain outstanding general obligation revenue
bonds of the Issuer previously issued to finance improvements to the Issuer's
municipal water, sanitary sewer and storm sewer utility (the "Utility").
as Global Certificates in the denomination of the entire principal amount of the
series maturing on a single date.
fully registered bonds of smaller denominations except in the event of a partial
redemption as above provided or in exchange for Replacement Bonds if then
available. Replacement Bonds, if made available as provided below, are issuable
solelv as fullv registered bonds in the denominations of S5.000 and inteeral
The Bonds are not subject to redemption and prepayment.
This Bond is one of an issue in the total principal
Denominations: Exchange: Resolution. The Bonds are issuable originally only
Global Certificates are not exchangeable for
t
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10/5/92 309
multiples thereof of a single maturity and are exchangeable for fully registered
Bonds of other authorized denominations in equal aggregate principal amounts at
the principal office of the Bond Registrar, but only in the manner and subject to
the limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
Replacement Bonds. Replacement Bonds may be issued by the Issuer:
(a) If Midwest Securities Trust Company (the "Depository") shall resign or
discontinue its services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months following the
resignation or discontinuance, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution might
adversely affect the interests of the beneficial owners of the Bonds, or (2)
that it is in the best interest of the beneficial owners of the Bonds that
they obtain certificated Bonds.
Transfer. This Bond shall be registered in the name of the payee on the
books of the Issuer by presenting this Bond for registration to the Bond
Registrar, who will endorse his, her or its name and note the date of
registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or the Holder's legal representatives, and
the Issuer and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until this Bond is-
presented with such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books and noted hereon
by the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar.
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall'be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar. -
The Bonds have not been designated by
the Issuer as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, in
order to make it a valid and binding general obligation of the Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that in and by the Resolution,
the Issuer has covenanted and agreed with the registered owners that the Bonds
are payable from a separate debt redemption fund of the Issuer; that it will
impose and collect, or cause to be imposed and collected, charges for the
service, use and availability of the Utility at the times and in the amounts
required to produce net revenues adequate to pay all principal and interest when
due on the Bonds, but the full faith and credit and taxing powers of the Issuer
have been pledged to the payment of such principal and interest when due, and ad
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum I
Authentication.
Not Qualified Tax-ExemDt Obliaations.
I
310
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1015192
-valorem taxes, if necessary for such purpose, will be levied upon all taxable
property of the Issuer, without limitation as to rate or amount; and that the
issuance of this Bond does not cause the indebtedness of the Issuer to exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the signatures of the Mayor and
City Manager and has caused this Bond to be dated as of the date set forth below.
Date of Registration:
CITY OF EDINA, MINNESOTA
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
BY
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be
made only by the registered owner or the owner's legal representative last noted
below.
DATE OF
REGISTRATION REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
ABBREVIATIONS
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 in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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10/5/92
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby
irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
311
Dated :
Notice: The assignor's signature to this
assignment must correspond with the name as
it appears upon the face of the within Bond
in every particular, without alteration or
any change whatever. Signature(s) must be
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
EXHIBIT B
[Form of Non-Global Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION UTILITY REVENUE REFUNDING BOND, SERIES 1992D
R- $
INTEREST MATURITY DATE OF - RATE DATE ORIGINAL ISSUE CUSIP
nOVEMBER 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the 111ssuer8w),
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or registered assigns, in the manner hereinafter
set forth, the principal amount specified above, on the maturity date specified
above, without option of prior payment, and to pay interest thereon semiannually
on February 1 and August 1 of each year (each, an "Interest Payment Date"),
commencing August 1, 1993, at the rate per annum specified above (calculated on
the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent
Interest Payment Date to which interest has been paid or, if no interest has been
paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the
office of the Finance Director , City of Edina, in Edina, Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed
by the Issuer. Interest on this Bond will be paid on each Interest Payment Date
by check or draft mailed to the person in whose name this Bond is registered (the
llHolderll or "Bondholder") on the registration books of the Issuer maintained by
the Bond Registrar and at the address appearing thereon at the close of business
on the fifteenth calendar day preceding such Interest Payment Date (the I1Regular
Record Date"). Any interest not so timely paid shall cease to be payable to the
I
10 15 I92
person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date
(the Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest.
Date shall be given to Bondholders not less than ten (10) days prior to the
Special Record Date.
Bond are payable in lawful money of the United States of America.
THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH HERE.
required by the Constitution and laws of the State of Minnesota to be done, 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 Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that in and by the Resolution,
the Issuer has covenanted and agreed with the registered owners that the Bonds
are payable from a separate debt redemption fund of the Issuer;.that it will
impose and collect, or cause to be imposed and collected, charges for the
service, use and availability of the Utility at the times and in the amounts
required to produce net revenues adequate to pay all principal and interest when
due on the Bonds, but the full faith and credit and taxing powers of the Issuer
have been pledged to the payment of such principal and interest when due, and ad
valorem taxes, if necessary for such purpose, will be levied upon all taxable
property of the Issuer, without limitation as to rate or amount; and that'the
issuance of this Bond does not cause the indebtedness of the Issuer to exceed any
constitutional or statutory limitation of indebtedness.
caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Date of Registration:
Notice of the Special Record I The principal of and premium, if any, and interest on this
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
CITY OF EDINA, MINNESOTA
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
Bv
(ON REVERSE OF BOND)
of, premium, if any, or interest on this Bod shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
Date of Payment Not Business Day. If the date for payment of the principal
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10/5/92 313
Redemption.
Issuance: Purpose. This Bond is one of an issue in the total principal
The Bonds are not subject to redemption and prepayment.
amount of $1,925,000 all of like date of original issue and tenor, except as to
number, maturity, interest rate and denomination, which Bond has been issued,
pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota, and pursuant to a resolution adopted by the City Council on October 5,
1992 (the "Resolution"), to refund certain outstanding general obligation revenue
bonds of the Issuer previously issued to finance a portion of the costs of
constructing improvements to the Issuer's municipal water, sanitary sewer and
storm sewer utility (the YJtility").
registered bonds in the denominations of $5,000 and integral multiples thereof of
a single maturity and are exchangeable for fully registered Bonds of other
authorized denominations in equal aggregate principal amounts at the principal
office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
Holder's attorney duly authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond Registrar, all '
subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate'and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the
name of the transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in aggregate
principal amount equal to the principal amount of this Bond, of the same maturity
and bearing interest at the same rate.
The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
The Bonds have not been designated by
the Issuer as "qualified tax-exempt obligations"
265(b)(3) of the Internal Revenue Code of 1986, as amended.
Denominations: Exchanve: Resolution. The Bonds are issuable solely as fully
Transfer. This Bond is transferable by the Holder in person or by the
Fees upon Transfer or Loss.
Authentication.
Not Qualified Tax-Exempt Oblinations.
for purposes of Section
ABBREVIATIONS
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 in common
TEN ENT - as tenants by the entireties
JT TEN
and not as tenants in common
UTMA - as custodian for
under the Uniform Transfers to Minors Act
- as joint.tenants with right of survivorship
(Cust) (Minor)
(State)
Additional abbreviations may also be used though not in the above list.
314 1015192
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby
irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the within
Bond in every particular, without
alteration or any change whatever.
Signature(s) must be guaranteed by a
national bank or trust company or by a
brokerage firm having a membership in one
of the major stock exchanges.
Please insert social security or other
identifying number of assignee:
BID AWARDED FOR $1.090,000 G.O. IMPRO- REPUNDING BONDS. SERIES 19923'
It was reported that two sealed bids for the bonds had been received at the time
and place designated in the Terms of Proposal approved by resolution of the
Council at the meeting held on September.8, 1992, and included in the Official
Statement circulated by the City's financial advisor on behalf of the City.
bids received were as follows:
The
Net True
Bidder Rates Price cost Rate
FBS INVESTMENT SERVICES, I". 4.00% 1996 $1,082,370.00 $305,878.75 4.9308%
DAIN BOSWORTH INCORPORATED 4.40% 1997
MERRILL LYNCH & CO. 4.70% 1998
NORWEST INVESTMENT SERVICES, 4.90% 1999
INCORPORATED 5.00% 2000
PIPER JAFFRAY, INC. 5.20% 2001
SMITH BARNEY, HARRIS UPHAM &
Interest Interest Interest
COMPANY INCORPORATED
AND ASSOCIATES - In Association With -
HARRIS TRUST AND SAVINGS BANK
KIDDER, PEABODY & COMPANY,
INCORPORATED
KEMPER SECURITIES, INC. 4.30% 1996 $1,083,178.10 $313,299.40 5.0500%
CLAYTON BROWN & ASSOCIATES, 4.60% 1997
INCORPORATED 4.80% 1998
GRIFFIN, KUBIK, STEPHENS & 5.00% 1999
THOMPSON, INC. 5.10% 2000 -
William Blair & Company 5.30% 2001
Member Kelly then introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $1,095,000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS, SERIES 19923; AWARDING THE
SALE, FIXING THE FORM AND DETAILS, PROVIDING FOR THE
EXECUTION THEREOF AND THE SECURITY THEREFOR
10/5/92 315
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the Issuer),
as follows:
Section 1. Authorization and Sale.
1.01. Authorization. The Issuer has presently outstanding its General
Obligation Improvement Bonds, Series 1989, initially dated as of April 1, 1989
(the Prior Bonds). This Council, by a resolution adopted on September 8, 1992,
authorized the sale of $1,095,000 General Obligation Improvement Refunding Bonds,
Series 19923 (the Bonds), of the Issuer, the proceeds of which would be used,
together with any additional funds of the Issuer which might be required, to
refund in advance of maturity the Prior Bonds maturing in the years 1996 through
2001 which aggregate $1,045,000 in principal amount (the Refunding Bonds). Said
refunding constitutes a "crossover refunding" as defined in Minnesota Statutes,
Section 475.17, subd. 13. The Prior Bonds were issued to finance a portion of
the costs of constructing improvements for the Centennial Lakes Redevelopment
Project in the City (the Improvements) under and pursuant to Minnesota Statutes,
Chapters 429 and 475.
1.02. Sale of Bonds. The Issuer has retained Springsted Incorporated, as
independent financial advisors in connection with the sale of the Bonds.
Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the
requirements as to public sale do not apply to the issuance of the Bonds. Bids
have been received in accordance with the Terms of Proposal approved by the
resolution adopted by this Council on September 8, 1992 authorizing the sale of
the Bonds, and the Council has publicly considered all sealed bids presented in
conformity with the Terms of Proposal.
ascertained to be that of FBS Investment Services, Inc. and associates, of .
$1,087,335 plus accrued interest on all Bonds to the day of delivery and payment,
on the further terms and conditions hereinafter set forth.
Purchaser and the Mayor and Manager are hereby authorized and directed on behalf
of the Issuer to execute a contract for the sale of the Bonds in accordance with
the terms of the bid. The good faith deposit of the Purchaser shall be retained
and deposited by the Issuer until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
other bidders shall be returned to them forthwith.
Issuer will realize a substantial interest rate reduction, a gross savings of
approximately $28,049.88 and a present value savings (using the yield on the
Bonds, computed in accordance with Section 148 of the Internal Revenue Code of
1986, as amended, as the discount factor) of approximately $23,061.54.
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 the Council to establish the form and terms of the Bonds,
to provide security therefor and to issue the Bonds forthwith.
of the Bonds, as set forth in Section 2.02 hereof, are warranted by the
anticipated collection of the special assessments levied for the cost of the
Improvements.
I
The most favorable of such bids is
, Minneapolis, Minnesota (the Purchaser), to purchase the Bonds at a price of
1.03. Award of Bonds. The sale of the Bonds is hereby awarded to the
The good faith checks of
1
1.04. Savings. It is hereby determined that by issuance of the Bonds the
1.05. Issuance of Bonds. All acts, conditions and things which are
1.06. Maturities. This Council finds and determines that the maturities
Section 2. Bond Terms: Registration: Execution and Delivery.
2.01. Issuance of Bonds. The Bonds shall be originally dated November 1,
One Global Certificate representing
1992, as the date of original issue and shall be issued forthwith on or after
such date using a Global Book Entry System.
the aggregate principal amount of the Bonds maturing in each year (the Global
Certificates) will be issued and fully registered as to principal and interest in I
the name of Kray & Co. as nominee of the Midwest Securities Trust Company (the
Depository), a Securities and Exchange Commission registered depository, an
Illinois trust company, a member of the Federal Reserve System and a "clearing
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316 10/5/92
corporation" within the meaning of the Illinois Uniform Commercial Code.
2.02. Maturities: Interest Rates: Denominations and Pavment. The Bonds
shall be in the denomination of $5,000 each, or any integral multiple thereof, of
single maturities, shall mature, without option of prior payment, on February 1
in the years and amounts stated below, and shall bear interest from date of issue
until paid at the respective annual rates set forth opposite such years and
amounts, as follows:
Year Amount - Rate
1996 $195,000 4.00%
1997 $185,000 4.40
1998 $185,000 4.70
1999 $180,000 4.90
2000 $180,000 5.00
2001 $170,000 5.20
For the purpose of complying with the provisions of Minnesota Statutes, Section
475.54, subdivision 7, the maturities of the Bonds shall be combined with the
non-refunded maturities of the Prior Bonds.
2.03. Dates and Interest Pavment Dates. The Bonds shall bear interest
payable on February 1 and August 1 of each year (an Interest Payment Date),
commencing August 1, 1993, calculated on the basis of a 360 day year of twelve 30
day months.
first paragraph thereof, and interest on any Non-Global Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name
the Bond is registered (the Holder) on the registration books of the Issuer
maintained by the Bond Registrar, and in each case at the address appearing
thereon at the close of business on the fifteenth (15th) calendar day preceding
such Interest Payment Date (the Regular Record Date). Any such interest not so
timely paid shall cease to be payable to the person who is the Holder thereof as
of the Regular Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the Special Record Date) fixed by the
Bond Registrar whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given by the Bond Registrar
to the Holders not less than ten (10) days prior to the Special Record Date.
2.04. Form of Bond, The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in Section
2.14, and otherwise shall be in the form of Non-Global Bonds.
shall be substantially as set forth in Exhibit A for the Global Certificates or
as set forth in Exhibit B for the Non-Global Bonds, but may contain such
additional or different terms and provisions as to the form and time of payment,
record date, notices and other matters as are consistent with a Supplemental
Resolution.
2.05. Redemption.
maturity.
2.06. Bond Registrar.
act as bond registrar and transfer agent with respect to the Bonds (the Bond
Registrar), and shall so act for all Bonds unless and until a successor Bond
Registrar is duly appointed.
the Issuer, or a bank or trust company eligible for designation as bond registrar
pursuant to Minnesota Statutes, Chapter 475. The Bond Registrar shall also serve
as paying agent unless and until a successor paying agent is duly appointed.
Principal and interest on the Bonds shall be paid to the Holders of the Bonds in
the manner set forth in the forms of Bond and Section 3.
the Issuer by the signatures of its Mayor and Manager, each with the effect noted
on the forms of the Bonds; provided that any of such signatures may be printed or
photocopied facsimiles.
absence of any such officer, the Bonds may be signed by the manual or facsimile
signature.of that officer who may act on behalf of such absent or disabled
officer.
I
Interest on any Global Certificate shall be paid as provided in the
1
The form of Bonds
The Bonds shall not be subject to redemption prior to
The Finance Director of the Issuer is appointed to
A successor Bond Registrar shall be an officer of
I 2.07. Execution and Delivery. The Bonds shall be executed on behalf of
In the event of disability or resignation or other
In case any such officer whose signature or facsimile of whose
10/5/92 317
signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if the officer had remained in
office until delivery.
The Bonds when so prepared and executed shall be delivered by the Finance
Director to the Purchaser upon receipt of the purchase price, and the Purchaser
shall not be obliged to see to the proper application thereof.
obligatory for any purpose or be entitled to any security or benefit under this
resolution unless a Certificate of Authentication on such Bond, substantially in
the form set forth on the form of Bond, shall have been duly executed by the Bond
Registrar.
the Issuer on each Bond by execution of the Certificate of Authentication on the
Bond and by inserting as the date of registration in the space provided the date
on which the Bond is authenticated.
Bonds to the Purchaser, the Bond Registrar shall insert as the date of
registration the date of original issue.
executed on each Bond shall be conclusive evidence that it has been authenticated
and delivered under this resolution.
at the office of the Bond Registrar a bond register in which, subject to such
reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar
shall provide for the registration of Bonds and the registration of transfers of
Bonds entitled to be registered or transferred as herein provided.
Resolution shall be promptly cancelled by the Bond Registrar and thereafter
disposed of as directed by the Issuer.
valid general obligations of the Issuer evidencing the same debt, and entitled to
the same benefits under this Resolution, as the Bonds surrendered for such
exchange or transfer.
endorsed or be accompanied by a written instrument of transfer, in form
satisfactory to the Bond Registrar, duly executed by the Holder thereof or the
Holder's attorney duly authorized in writing.
or other governmental charge payable in connection with the transfer or exchange
of any Bond and any legal or unusual costs regarding transfers and lost Bonds.
contained in any agreement with, or notice to, the Bond Registrar, including
regulations which permit the Bond Registrar to close its transfer books between
record dates and payment dates.
of or in exchange for or in lieu of any other Bond shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Bond.
2.08. Authentication: Date of Registration. No Bond shall be valid or
The Bond Registrar shall authenticate the signatures of officers of
For purposes of delivering the original
The Certificate of Authentication so
2.09. Rezistration: Transfer: Exchange. The Issuer will cause to be kept
All Bonds surrendered upon any exchange or transfer provided for in this
All Bonds delivered in exchange for or upon transfer of Bonds shall be
Every Bond presented or surrendered for transfer or exchange shall be duly
I
The Bond Registrar may require payment of a sum sufficient to cover any tax
Transfers shall also be subject to reasonable regulations of the Issuer
2.10. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer
2.11. Holders: Treatment of ReRistered Owner: Consent of Holders.
(A) For the purposes of all actions, consents and other matters affecting
Holders of Bonds issued under this Resolution, as from time to time supplemented,
other than payments, redemptions, and purchases, the Issuer may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond
instead of the person in whose name the Bond is'registered.
the Issuer may ascertain the identity of the beneficial owner of the Bond by such
means as the Bond Registrar in its sole discretion deems appropriate, including
but not limited to a certificate from the Depository or other person in whose
name the Bond is registered identifying such beneficial owner.
Bond is registered as the owner of such Bond for the purpose of receiving payment
of principal of and premium, if any, and interest on, such Bond and for all other
For that purpose,
(B) The Issuer and Bond Registrar may treat the person in whose name any
I
313 10/5/92
purposes whatsoever whether or not such Bond shall be overdue, and neither the
Issuer nor the Bond Registrar shall be affected by notice to the contrary.
(C) Any consent, request, direction, approval, objection or other
instrument required by this Resolution, as supplemented, to be signed and
executed by the Holders may be in any number of concurrent writings of similar
tenor and must be signed or executed by such Holders in person or by agent
appointed in writing.
direction, approval, objection or other instrument or of the writing appointing
any such agent and of the ownership of Bonds, if made in the following manner,
shall be sufficient for any of the purposes of this Resolution as supplemented,
and shall be conclusive in favor of the Issuer with regard to any action taken by
it under such request or other instrument, namely:
I Proof of the execution of any such consent, request,
(1) may be proved by the certificate of any officer in any jurisdiction who by
law has power to take acknowledgments within such jurisdiction that the
person signing such writing acknowledged before him the execution thereof,
or by an affidavit of any witness to such execution.
(2) Subject to the provisions of subsection (A) above, the fact of the .
ownership by any person of Bonds and the amounts and numbers of such Bonds,
and the date of the holding of the same, may be proved by reference to the
Bond Register.
2.12. Description of the Global Certificates and Global. Book-Entrv
The fact and date of the execution by any person of any such writing
Svstem.
single Global Certificate for each maturity, deposited with the Depository by the
Purchaser and immobilized as provided in Section 2.14.
interests in the Bonds will receive certificates representing their respective
interests in the Bonds except as provided in Section 2.14. Except as so
provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will
be reflected by book entries made on the records of the Depository and its
Participants and other banks, brokers, and dealers participating in the National
System.
authorized to be in integral increments of $5,000, despite the larger authorized
denominations of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the Bond Registrar
as paying agent, and in turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository
according to the laws and rules governing it will receive and forward payments on
behalf of the beneficial owners of the Global Certificates.
2.13. Depositorv Letter Agreement. There has been submitted to this
Council a form of letter agreement between the Bond Registrar and the Depository.
Such letter agreement (the Depository Letter Agreement) is hereby approved.
Bond Registrar, the Mayor and the Manager are hereby authorized and directed to
execute the Depository Letter Agreement in substantially the form submitted, with
only such variations therein as may be required to complete the Depository Letter
Agreement, or which are not, in the opinion of the Issuer Attorney and bond
counsel, materially adverse to the interests of the Issuer.
DeRositorv and Replacement Bonds. Pursuant to the request of the Purchaser to
the Depository, immediately upon the original delivery of the Bonds the Purchaser
will deposit the Global Certificates representing all of the Bonds with the
Depository. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository
or its nominee and shall be held immobilized from circulation at the offices of
the Depository. The Depository or its nominee will be the sole holder of record
of the Global Certificates and no investor or other party purchasing, selling or
otherwise transferring ownership of interests in any Bond is to receive, hold or
deliver any Global Certificates so long as the Depository holds the Global
Certificates immobilized from circulation, except as provided below in this I
Upon their original issuance the Bonds will be issued in the form of a
No beneficial owners of
I The Depository's book entries of beneficial ownership interests are
The
2.14. Immobilization of Global Certificates bv the Depository: Successor
I
10/5/92 319
Section.
delivery, be transferred or exchanged except:
Global Certificates evidencing the Bonds may not, after their original
(i) To any successor of the Depository (or its nominee) or any substitute
depository (a "Substitute Depository") designated pursuant to clause (iii)
of this subparagraph, provided that any successor of the Depository or any
Substitute Depository must be both a "clearing corporation" as defined in
the Minnesota Uniform Commercial Code, Minnesota Statutes, Section
336.8-102, and a qualified and registered "clearing agencyv1 as provided in
Section 17A of the Securities Exchange Act of 1934, as amended,
(ii) To a Substitute Depository designated by and acceptable to the Issuer
upon (a) the determination by the Depository that the Bonds shall no longer
be eligible for its depository services or (b) a determination by the
Issuer that the Depository is no longer able to carry out its functions,
provided that any Substitute Depository must be qualified to act as such,
as provided in clause (i) of this subparagraph, or
(iii) In the event that:
(a) the Depository shall resign or discontinue its services for the Bonds
and the Issuer is unable to locate a Substitute Depository within two (2)
months following the resignation or discontinuance, or
(b) the Issuer determines in its sole discretion that (1) the continuation
of the book entry system described herein might adversely affect the
interests of the beneficial owners of the Bonds, or (2) that it is in the
best interest of the beneficial owners of the Bonds that they obtain
certificated Bonds,
I
in either of which events the Issuer shall notify Holders of its determination
and the Issuer, the Bond Registrar and the Depository shall cooperate in
providing certificates (the "Replacement Bonds") to Holders and the registration,
transfer and exchange of such Bonds shall thereafter be conducted as provided in
Section 2.09 hereof.
second paragraph of this Section, the Bond Registrar upon presentation of Global
Certificates shall register their transfer to the substitute or successor
depository, and the substitute or successor depository shall be treated as the
Depository for all purposes and functions under this resolution. The Depository
Letter Agreement shall not apply to a Substitute Depository unless the Issuer and
the Substitute Depository so agree, and a similar agreement may be entered into.
The proceeds of the Bonds
in the amount of $1,076,282.45 are irrevocably appropriated for the payment of
interest to become due on the Bonds to and including February 1, 1995 (the
Crossover Date), and for the payment and redemption of the principal amount of
the Refunded Bonds on the Crossover Date. The Finance Director is hereby
authorized and directed, simultaneously with the delivery of the Bonds, to
deposit the proceeds thereof, to the extent described above, in escrow with
Norwest Bank Minnesota, National Association, in Minneapolis, Minnesota (the
Escrow Agent), a banking institution whose deposits are insured by the Federal
Deposit Insurance Corporation and whose combined capital and surplus is not less
than $500,000, and shall invest the funds so deposited in securities authorized
for such purpose by Minnesota Statutes, Section 475.67, subdivision 8, maturing
on such dates and bearing interest at such rates as are required to provide funds
sufficient, with cash retained in the escrow account, to make the above-described
payments.
Agreement with the Escrow Agent establishing the terms and conditions for the
escrow account in accordance with Minnesota Statutes, Section 475.67. Of the
remaining proceeds of the Bonds, $12,192.43 shall be applied to pay issuance
expenses and $-0- shall be deposited in the Sinking Fund created pursuant to
Section 4 hereof.
The Bonds shall be payable from a separate Series 19923 General Obligation
In the event of a replacement of the Depository as may be authorized by the 1
Section 3. Use of Proceeds and Escrow Account.
The Mayor and Manager are hereby authorized to enter into an Escrow
Section 4. General Obligation Improvement Refundinp Bond Sinking Fund.
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320 10/5/92
Improvement Refunding Bond Sinking Fund (the Sinking Fund) which shall be created
and maintained on the books of the Issuer as a separate debt redemption fund
until the Bonds, and all interest thereon, are fully paid. There shall be
credited to the Sinking Fund the following:
(a)
(b)
Any amount initially deposited therein pursuant to Section 3 hereof.
All receipts of principal and interest on the investments held in the
escrow account established in Section 3 to and including the Crossover Date
(other than the sum of $1,045,000 received from maturing investments on the
Crossover Date to be used to redeem the Refunded Bonds).
(c)
on the Prior Bonds all amounts in the sinking fund established for the payment of
the Prior Bonds.
(d) After the Crossover Date all collections of special assessments levied
to pay the costs of the Improvements.
(e) All taxes levied and all other money which may at any time be received
for or appropriated to the payment of the principal of or interest on the Bonds,
including all taxes levied pursuant to Section 5 hereof.
Bonds.
For the prompt and full payment of
the principal of and interest on the Bonds as such payments respectively become
due, the full faith, credit and unlimited taxing powers of the Issuer shall be
and are hereby irrevocably pledged. It is, however, presently estimated that the
funds appropriated pursuant to Section 4 hereof will, following the Crossover
Date, provide sums not less than 5% in excess of principal and interest on the
Bonds when due, and therefore no tax levy is presently required.
Section 6.
provided in this section, all pledges, covenants and other rights granted by this
resolution to the registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued from the due date to the date
of such deposit. The Issuer may also discharge its obligations with respect to
any prepayable Bonds called for redemption on any date when they are prepayable
according to their terms, by depositing with the Registrar 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 Issuer 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
time and at such rates and maturing or callable at the holder's option 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.
directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and obtain a certificate that the Bonds have been duly entered
upon the Auditor's bond register as required by law.
Section 8. Authentication of Transcri5t. The officers of the Issuer and
County 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 relating to the Bonds 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 in their custody and control or as otherwise known to them,
and all such certified copies, affidavits and certificates, including any
On the Crossover Date following payment of all principal and interest
(f)
Section 5.
Any other funds appropriated by the Council for the payment of the
Pledge of Taxing Powers.
Defeasance. When all of the Bonds have been discharged as
II
Section 7. Registration of Bonds. The Clerk is hereby authorized and
I a
1015192 321
heretofore furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
Section 9. Tax Covenant. The Issuer covenants and agrees with the holders
from time to time of the Bonds that it will not take or permit to be taken by any
of its officers, employees or agents any action which would cause the interest on
the Bonds to become subject to taxation under the Internal Revenue Code of 1986,
as amended (the Code), and the Treasury Regulations promulgated thereunder (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. The Issuer will cause to be filed with the
Secretary of Treasury an information reporting statement in the form and at the
time prescribed by the Code.
maintained by the Issuer and available for use by members of the general public
on a substantially equal basis.
lease, use or other agreement with any nongovernmental person relating to the use
of such improvements or security for the payment of the Bonds which might cause
the Bonds to be considered "private activity bonds" or "private loan bonds"
within the meaning of Section 141 of the Code.
responsibility for issuing the Bonds pursuant to this resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance
with the provisions of Section 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 Issuer acknowledges that the Bonds are
subject to the rebate requirements of Section 148(f) of the Code.
covenants and agrees to retain such records, make such determinations, file such
reports and documents and pay such amounts at such times as are required under
said Section 148(f) and applicable Treasury Regulations to preserve the exclusion
of interest on the Bonds from gross income for federal income tax purposes.
furtherance of the foregoing, the Finance Director is hereby authorized and
directed to execute a Rebate Certificate setting forth the undertakings of the
Issuer to comply with the foregoing requirements, and the Issuer hereby covenants
and agrees to observe and perform the covenants and agreements contained therein,
unless amended or terminated in accordance with the provisions thereof.
Section 11. No Designation of Qualified Tax-ExemDt Obligations. The Bonds
shall not be designated as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code.
Section 12. Severabilitv. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not
affect any of the remaining provisions of this resolution.
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.
Section 14. Official Statement. The Official Statement relating to the
Bonds, dated September 21, 1992, prepared and delivered on behalf of the Issuer
by Springsted Incorporated, is hereby approved, and the officers of the Issuer
are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency thereof.
Springsted Incorporated, is hereby authorized on behalf of the Issuer to
prepare and distribute to the Purchaser a supplement to the Official Statement
listing the offering price, the interest rates, selling compensation, delivery
date, the underwriters and such other information relating to the Bonds required
to be included in the Official Statement by Rule 15c2-12 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
I
The Improvements are and will be owned and
The Issuer has not and shall not enter into any
The Mayor and Manager, being the officers of the Issuer charged with the
Section 10. Arbitrage Rebate.
The Issuer
In
(I
Section 13. Headings. Headings in this resolution are included for
'. I
322 10/5/92
Within seven business days from the date hereof, the Issuer shall deliver to the
Purchaser 50 copies of the Official Statement and such supplement. The officers
of the City are hereby authorized and directed to execute such notes as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official
Statement.
Redemption of Refunded Bonds.
Refunded Bonds for redemption and prepayment on the Crossover Date.
Director shall cause notice of the redemption of the Refunded Bonds to be given
in the manner required by the resolution authorizing the Prior Bonds.
Section 15. The Issuer hereby calls the
The Finance
Adopted this 5th day of October, 1992.
Attest:
Mayor y'& 9% u
Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Council Member Paulus and upon vote being taken thereon, the following voted in
favor thereof: Mayor Richards, Council Members Kelly, Rice and Paulus
and the following voted against same: None
whereupon the resolution was declared duly passed and adopted.
EXHIBIT A
[FORM OF GLOBAL CERTIFICATE]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
R- $
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 19923
INTEREST MATURITY DATE OF
CUSIP - RATE DATE ORIGINAL ISSUE
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDIN , County of Hennepin, State of M-nnesota (the "Issuer"),
certifies that it is indebted and for value received promises to pay to the
registered owner specified above or on the certificate of registration attached
hereto, or registered assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above, without option of
prior payment, and to pay interest thereon semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1,
1993, at the rate per annum specified above (calculated on the basis of a 360-day
year of twelve 30-day months) until the principal sum is paid or has been
provided for. This Bond will bear interest from the most recent Interest Payment
Date to which interest has been paid or, if no interest has been paid, from the
date of original issue hereof. The principal of and premium, if any, on this
Bond are payable by wire transfer (or other agreed means of payment), in next day
funds or its equivalent, on each payment date no later than 12:OO noon (Chicago,
Illinois time) upon presentation and surrender hereof at the office of the
Finance Director, City of Edina, in Edina, Minnesota (the "Bond Registrar"),
acting as paying agent, or any successor paying agent duly appointed by the
Issuer; provided, however, that upon a partial redemption of this Bond which
results in the stated amount hereof being reduced, the Holder may in its
discretion be paid without presentation of this Bond, and may make a notation on
the panel provided herein of such redemption, stating the amount so redeemed, or
may return the Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any
I
10/5/92 323
way determinative of the principal amount of this Bond outstanding, unless the
Bond Registrar has signed the appropriate column of the panel. Interest on this
Bond will be paid on each Interest Payment Date (by 12:OO noon, Chicago, Illinois
time) by wire transfer (or other agreed means of payment) in next day funds or
its equivalent to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the
fifteenth calendar day preceding such Interest Payment Date (the "Regular Record
Date"). Any interest not so timely paid shall cease to be payable to the person
who is the Holder hereof as of the Regular Record Date, and shall be payable to
the person who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest.
Date shall be given to Bondholders not less than ten (10)days prior to the
Bond are payable in lawful money of the United States of America.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall
have been executed by the Bond Registrar.
If the date for payment of the principal
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
I
Notice of the Special Record
, Special Record Date. The principal of and premium, if any, and interest on this
Date of Pavment Not Business Day.
Redemution.
Issuance: Purpose. This Bond is one of an issue in the total principal
The Bonds are not subject to redemption and prepayment.
amount of $1,095,000, all of like date of original issue and tenor, except as to
number, maturity,. interest rate and denomination, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota and pursuant to a resolution adopted by the City Council on October 5,
1992 (the "Resolution"), to refund certain outstanding general obligation
improvement bonds of the Issuer previously issued to finance improvements (the
"Improvements") undertaken by the Issuer pursuant to Minnesota Statutes, Chapter
429, and is issued pursuant to and in full conformity with the provisions of the
Constitution and laws of the State of Minnesota thereunto enabling, including
Minnesota Statutes, Chapters 429 and 475. This Bond is payable primarily from
the Series 19923 General Obligation Improvement Refunding Bond Fund (the ltFundlf)
of the City, but the City is required by law to pay maturing principal hereof and
interest thereon out of any funds in the treasury, if moneys on hand in the Fund
are insufficient therefor.
only as Global Certificates in the denomination of the entire principal amount of
the series maturing on a single date.
for fully registered bonds of smaller denominations except in the event of a
partial redemption as above provided or in exchange for Replacement Bonds if then
available. Replacement Bonds, if made available as provided below, are issuable
solely as fully registered bonds in the denominations of $5,000 and integral
multiples thereof of a single maturity and are exchangeable for fully registered
Bonds of other authorized denominations in equal aggregate principal amounts at
the principal office of the Bond Registrar, but only in the manner and subject to
the limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
Reulacement Bonds. Replacement Bonds may be issued by the Issuer:
1
Denominations: Exchange: Resolution. The Bonds are issuable originally
Global Certificates are not exchangeable
' I
324 10/5/92
(a) If Midwest Securities Trust Company (the "Depository") shall resign or
discontinue its services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months following the resignation or
discontinuance, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution might adversely
affect the interests of the beneficial owners of the Bonds, or (2) that it is in
the best interest of the beneficial owners of the Bonds that they obtain
certificated Bonds.
books of the Issuer by presenting this Bond for registration to the Bond
Registrar, who will endorse his, her or its name and note the date of
registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or the Holder's legal representatives, and
the Issuer and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until this Bond is
presented with such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books and noted hereon
by the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar.
Fees UDon Transfer or Loss. The Bond Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection with the transfer or exchange of this Bond and any legal or unusual
costs regarding transfers and lost Bonds.
Treatment of Registered Owner.
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
The Bonds have not been designated
by the Issuer as "qualified tax-exempt obligations"
265(b)(3) of the 16ternal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, in
order to make it a valid and binding general obligation of the Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, the and manner as required by law; that prior to the issuance
hereof the City has levied special assessments for the Improvements collectible
with other amounts appropriated to the payment of the Bonds 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 come 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 ad valorem taxes will be levied upon all
taxable property of the Issuer, without limxtation as to rate or amount; and that
the issuance of this Bond does not cause the indebtedness of the Issuer to exceed
any constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the signatures of the Mayor and
City Manager and has caused this Bond to be dated as of the date set forth below.
Date of Registration:
I
Transfer. This Bond shall be registered in the name of the payee on the
.
The Issuer and Bond Registrar may treat the
I
Authentication. This Bond shall not be valid or become obligatory for any
Not Qualified Tax-Exempt Obligations.
for purposes of Section
I
10/5/92
CITY OF EDINA, MINNESOTA
Mayor
City Manager
325
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION '.
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
By ;
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be
made only by the registered owner or the owner's legal representative last noted
below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
ABBREVIATIONS
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 in common
TEN ENT - as tenants by the entireties
JT TEN
and not as tenants in common
UTMA - as custodian for
under the Uniform Transfers to Minors Act.
Additional abbreviations may also be used though not in the above list.
- as joint tenants with right of survivorship
(Cust) (Minor)
(State)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
the unto ~-,
within Bond and does hereby irrevocably constitute and appoint'
the registration thereof, with full power of substitution in the premises.
Dated:
attorney to transfer the Bond on the books kept for
Notice: The assignor's signature to
this assignment must correspond with
the name as it appears upon the face of
the within Bond in every particular,
without alteration or any change
whatever. Signature(s) must be
326 lo/ 51 92
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
EXHIBIT B
[Form of Non-Global Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
R- $
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 19923
RATE DATE ORIGINAL ISSUE CUSIP
INTEREST MATURITY DATE OF
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the "Issuer"),
I certifies that it is indebted and for value received promises to pay to the
registered owner specified above or registered assigns, in the manner hereinafter
set forth, the principal amount specified above, on the maturity date specified
above, without option of prior payment, and to pay interest thereon semiannually
on February 1 and August 1 of each year (each, an "Interest Payment Date"),
commencing August 1, 1993, at the rate per annum specified above (calculated on
the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent
Interest Payment Date to which interest has been paid or, if no interest has been-
paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the
office of the Finance Director, City of Edina, in Edina, Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed
by the Issuer.
by check or draft mailed to the person in whose name this Bond is registered (the
llHolder" or "Bondholder") on the registration books of the Issuer maintained by
the Bond Registrar and at the address appearing thereon at the close of business
on the fifteenth calendar day preceding such Interest Payment Date (the "Regular
Record Date"). Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date
(the Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest.
Date shall be given to Bondholders not less than ten (10) days prior to the
Special Record Date. The principal of and premium, if any, and interest on this
Bond are payable in lawful money of the United States of America.
Interest on this Bond will be paid on each Interest Payment Date
Notice of the Special Record
I REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH
ON THE REVERSE HEREOF, WHICH PROVISIONS SNAU FOR ALL PURPOSES HAVE THE SAME *
EFFECT AS IF SET FORTH HERE.
required by the Constitution and laws of the State of Minnesota to be done, to
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
327 10/5/92
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 Issuer according
to its terms, have been done, have happened and have been performed, in regular
and due form, time and manner as required by law; that prior to the issuance
hereof the City has levied special assessments for the Improvements collectible
with other amounts appropriated to the payment of the Bonds 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 come 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 ad valorem taxes will be levied upon all
taxable property of the Issuer, without limitation as to rate or amount; and that
the issuance of this Bond does not cause the indebtedness of the Issuer to exceed
any constitutional or statutory. limitation of indebtedness.
caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Date of Registration:
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has
CITY OF EDINA, MINNESOTA
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
By :
(ON REVERSE OF BOND)
Date of Pavment Not Business Day. If the date for payment of the principal
of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of New York, New York,
or the city where the principal office of the Bond Registrar is located are
authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the nominal date
of payment.
amount of $1,095,000 all of like date of original issue and tenor, except as to
number, maturity, interest rate and denomination, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota, and pursuant to a resolution adopted by the City Council on October 5,
1992 (the "Resolution"), to refund certain outstanding general obligation
improvement bonds of the Issuer previously issued to finance a portion of the
costs of constructing improvements (the "Improvements") to the Issuer pursuant to
Minnesota Statutes, Chapter 429, and is issued pursuant to and in full conformity
with the provisions of the Constitution and laws of the State of Minnesota
thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. This
Bond is payable primarily from the Series 19923 General Obligation Improvement
Refunding Bond Fund (the "Fund") of the City, but the City is required by law to
pay maturing principal hereof and interest thereon out of any funds in the
treasury, if moneys on hand in the Fund are insufficient therefor.
Issuance: PurDose. This Bond is one of an issue in the total principal
I
328 10/5/92
Redemption.
Denominations: Exchange: Resolution. The Bonds are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples
thereof of a single maturity and are exchangeable for fully registered Bonds of
other authorized denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
Holder's attorney duly authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond Registrar, all
subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the
name of the transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in aggregate
principal amount equal to the principal amount of this Bond, of the same maturity
and bearing interest at the same rate.
Fees uDon Transfer or Loss. The Bond Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection with the transfer or exchange of this Bond and any legal or unusual
costs regarding transfers and lost Bonds.
Treatment of Registered Owner.
The Bonds are not subject to redemption and prepayment.
Transfer. This Bond is transferable by the Holder in person or by the
The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar
shall be affected by notice to the contrary.
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
The Bonds have not been designated
by the Issuer as "qualified tax-exempt obligations*
265(b)(3) of the Internal Revenue Code of 1986, as amended.
Authentication. This Bond shall not be valid or become obligatory for any
Not Qualified Tax-Exempt Oblinations.
for purposes of Section
ABBREVIATIONS
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 in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
For value received, the undersigned hereby sells, assigns and transfers
unto the within Bond and does hereby
irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
ASSIGNMENT
Notice:
assignment must correspond with the name as
it appears upon the face of the within Bond
The assignor's signature to this
I
I
10/5/92 329
in every particular, without alteration or
any change whatever. Signature(s) must be
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
Please insert social security or other
identifying number of assignee:
BID AWARDED FOR NEW NINE HOLE GOLF COURSE AT BRAEMAR Manager Rosland said he had
requested removal of award of bid for the Braemar new nine hole golf course from
the Consent Agenda, pending award of bids for the General Obligation Recreational
Facility Bonds. Motion was made by Member Rice and was seconded by Member Kelly
for award of bid for construction of the new nine hole golf course at Braemar to
recommended low bidder, Arnt Construction Co., Inc., at $1,254,711.73.
Rollcall :
Ayes: Kelly, Paulus, Rice, Richards
BID AWARDED FOR RECONSTRUCTION OF NORWANDALE NINE HOLe GOLF COURSE Manager
Rosland said he had requested removal of award of bid for reconstruction of
Normandale Golf Course from the Consent Agenda, pending award of bid for the
General Obligation Recreational Facility Bonds. Motion was made by Member Rice
and was seconded by Member Kelly for award of bid for reconstruction of
Normandale nine hole golf course to recommended low bidder, Rehbein Excavating,
Inc., at,$877,940.15.
Rollcall :
Ayes: Kelly, Paulus, Rice, Richards
*AWARD OF BID CONTINUED TO 10/19/92 FOR NORMANDALE GOLF COURSE DRIVEWAY Motion
was made by Member Paulus and was seconded by Member Kelly to continue award of
bid to October 19, 1992, for the Normandale Golf Course driveway.
Motion carried on rollcall vote - four ayes.
*BID AWARDED FOR CONSTRUCTION OF TIlREE SOCCER FIELDS (CREEK VALTXY SCHOOL PARK)
Motion was made by Member Paulus and was seconded by Member Kelly for award of
bid for construction of three soccer fields at Creek Valley School Park to
recommended low bidder, Perkins Landscape Contractors, at $10,844.00.
Motion carried on rollcall vote - four ayes.
COMMlJNITY HEALTH BOARD CANDIDATE ELECTED TO REGIONAL COORDINATING BOARD
Sanitarian Velde explained that in 1992, the legislature passed a bill which
created the Minnesota Health Care Commission which is charged with the task of
reducing health care costs, monitoring new technology and procedures, and
improving the affordability, accessibility, and quality of health care.
The State is divided into six regions and each region will have a 16 member
Regional Coordinating Board to help address health care issues in each region.
Each Community Health Board may cast one vote to fill the consumer slot on this
Regional Coordinating Board. Four people have indicated an interest in serving
on this Board; the Edina Community Health Board (City Council) may vote for one
candidate.
Bloomington City Council, for this position.
issues for many years.
The City Council may wish to consider Coral Houle, who serves on the
She has been active in health care
330 10/5/92
Member Rice istroduced the following resolution and moved its adoption:
RESOLUTION ELECTING CANDIDATE TO
REGIONAL COORDINATING BOARD
BE IT RESOLVED by the City Council of Edina, Minnesota, that ie hereby elects
Coral S. Boule (Bloomington Public Health) as a candidate for appointment by
Governor Carlson to the Regional Coordinating Board - Metro Region.
Motion was seconded by Mayor Richards.
Ayes: Kelly, Paulus, Rice, Richards
Resolution adopted.
REAPP0I"TS MADE TO THE EDINA FOUNDATION BOARD
terms for Michael Kelly and James Hovland on The Edina Foundation Board were up
as of June, 1992, and would recommend reappointment. Council was also reminded
of one vacancy (Council appointment) for an unexpired term to June, 1993.
Mayor Richards explained that
Member Paulus made a motion to reappoint Micbael Kelly and James Hovland to The
Edina Foundation Board of Directors for terms to June, 1995. Motion was seconded
by Member Rice.
Ayes: Kelly, Paulus, Rice, Richards
Motion carried.
*RESOLUTION ADOPTED SETTING CHARGES FOR COPIES OF EDINB CITY CODE Motion vas
made by Member Paulus and was seconded by Member Kelly for adoption of the
following resolution:
RESOLUTION SETTING CHARGES FOR COPIES
OF EDINA CITP CODE
BE IT RESOLVED by the City Council of Edina, Minnesota, that it hereby
establishes the following charges for copies of the Edina City Code, pursuant to
Ordinance No. 1, Section 9, adopted by the Council on August 3, 1992:
Edina City Code $100.00
Section 850 (Zoning Ordinance) 20.00
Section 810 (Plats and Subdivisions) 8.00
Section 460 (Signs) 5.00
All other Sections .35 per page
Motion carried-on rollcall vote - four ayes.
UPDA'I'E GIVEN ON METRO 2015 REPORT
Rice had attended one of the two scheduled breakfast meetings hosted by the
Metropolitan Council regarding the Metro 2015 Report.
been sought earlier and the Metropolitan Council representatives urged the
municipalities to stay tuned in.
breakfast meeting the week before and many of those in attendance felt some of
the visions and goals were "pie in the sky!' ideas. Manager Rosland commented
that more and more cities are now saying "leave us alone".
that, although the 2015 Report was well written, it was difficult to react to.
Manager Rosland mentioned that he and Member
Comments from cities.had
Member Kelly reported that she had attended a
Member Rice said
1993 HLC LEGISLATIVE PROGRAM DISCUSSED
1993 Tentative MLC Legislative Program and General Philosophy Statement.
Generally, the positions are as the MLC has represented for a number of years.
Manager Rosland mentioned receiving the
Mayor Richards referred to the General Philosophy Statement of the 12 suburbs,
noting that the number is down from 15.
unique problems associated with suburban communities such as high demands for new
infrastructures, schools, and expanded city services" does not hold true for all
the member cities.
group and that, for example, Edina does not share in local government aid. He.
asked that the matter be back on the October 19, 1992, Council Agenda for further
discussion and sumrested staff analvze what this means for Edina.
The'statement "They also experience
He pointed out that there are some differences among the
I
I
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331 10/5/92
. AMM POSITION PAPERS DISCUSSED Manager Rosland advised that the Association of
Metropolitan Municipalities (AMM) has developed position papers on the following
issues and has asked cities to educate and elicit responses from legislative
candidates:
A. Local Government Trust Fund.
B. Local Government Aid (LGA)/Homestead Credit Aid - Sales Tax.
C. Transportation Funding.
D. Metropolitan Governance.
It was the consensus of the Council that copies be sent to legislative candidates
asking for comment.
JOINT COUNCIL/SCHOOL BOARD MEETING SCHEDULED FOR 10/26/92
advised that a joint Council/School Board meeting has been tentatively set for
5:OO P.M. on October 26, 1992, following which the School Board will hold its
regular meeting.
Manager Rosland
C0RNWET.L LETTW REGARDING BROWNDAIX BRIDGE NOTED
Council of a letter dated September 28, 1992, from Ron Cornwell, 4905 Browndale
Avenue, directed to the Traffic Safety Committee. Mr. Cornwell had expressed
concern about a "close call" on Browndale Bridge recently and his frustration
that attempts to reduce traffic on this street are being delayed.
Manager Rosland informed
Manager Rosland said the issue is not only the Browndale Bridge but the whole
Wooddale area and suggested that a response be sent about the process that is
taking place, e.g. traffic counts, evaluation of structural and functional
adequacy of the bridge, etc. Following brief discussion, it was the consensus of
the Council that the Manager so advise Mr. Cornwell.
PUBLICITY FOR EDINA CHEMICAL AWARENESS WEEK ANNOUNCED Manager Rosland advised
that Edina Chemical Awareness Week will be the week of November 15, 1992. If
enough donations are received, the three Edina water towers would be decorated
with red ribbons.
and the wearing of red clothing on one day.
Additional publicity efforts will include posters, red ribbons
CLAIMS PAID
approve payment of the following claims as shown in detail on the Check Register
dated October 5, 1992, and consisting of 24 pages; General Fund $291,890.98;
Cable $1,201.29; Working Capital Fund $5,031.56; Art Center $10,839.70; Capital
Fund $1,987.74; Golf Course $48,142.80; Arena $13,971.82; Gun Range $297.29;
Edinborough/Centennial Lakes $29,005.22; Utilities $364,105.79; Storm Sewer
$2,300.90; Liquor $10,348.42; Construction Fund $7,986.99 TOTAL $787,110.50.
Motion was made by Member Paulus and vas seconded by Member Kelly to
Motion carried on rollcall vote - four ayes.
There being no further business on the Council Agenda, Mayor Richards declared
the meeting adjourned at 10:40 P.M.
City Clerk
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