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HomeMy WebLinkAbout19930427_special.L 975 MINUTES OF THE SPECIAL MEETING OF THE EDINA CITY COUNCIL HELD AT CITY HAU APRIL 27, 1993 ROLLCALL Answering rollcall were Members Kelly, Rice, Smith and Mayor Richards. BID AWARDED FOR $19.580.000 GENERAL OBLIGATION TAX INCREPLELOT REFUNDING BONDS, SERIES 1993A It was reported that three (3) sealed bids for the General Obligation Tax Increment Refunding Bonds, Series 19938 of the City 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 April 5, 1993, 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, 4.25% 1997 $19,458,450.08 $8,475,330.63 5.0282% DAIN BOSWORTH INCORPORATED 4.60% 2000 MERRIU LYNCH & CO. 4.75% 2001 NORWEST INVESTMENT SERVICES 4.90% 2002 INC . 5.00% 2003 SMITH BARNEY, HARRIS UPHAM 5.10% 2004-06 & COMPANY INCORPORATED EDWARD D. JONES & COMPANY Cronin & Company, Incorporated Dougherty, Dawkins, Strand & Bigelow, Incorporated Miller, Johnson & Kuehn, Inc . American National Bank Saint Paul Craig-Hallum, Incorporated Peterson Financial John G. Kinnard & Company Park Investment Corporation Isaak Bond Investments, Inc. Interest Interest Interest INC . 4.40% 1998-99 Corporation Incorporated CLAYTON BROWN & ASSOCIATES, 4.50% 1997-99 $19,458.450.00 $8,588,618.75 5.0959% INCORPORATED 4.70% 2000 KEMPER SECURITIES, INC. 4.80% 2001 GRIFFIN, KUBIK, STEPHENS & 4.90% 2002 THOMPSON, INC. 5.00% 2003 5.10% 2004 5.20% 2005 5.25% 2006 LEHMAN BROTHERS 4.15% 1997 $19,458,450.00 $8,635,835.63 5.1214% PAINEWEBBER INCORPORATED 4.35% 1998 PRUDENTIAL SECURITIES, INC. 4.55% 1999 DEAN WITTER REYNOLDS 4.75% 2000 INCORPORATED 4.90% 2001 . BEAR., STEARNS & CO., INC. 5.00% 2002 ROBERT W. BAIRD & COMPANY, 5.10% 2003-04 INCORPORATED 5.20% 2005 4/27/93 MARKETS INC. John Nuveen and Co. Inc. Nike Securities Oppenheimer & Co., Inc. * Subsequent to bid opening, the issue size was reduced to $19,580,000, and the purchase prices were reduced to reflect such reduction in principal amount. Member Smith then introduced the following resolution and moved its adoption: RESOLUTION RELATING TO $19,580,000 GENERAL OBLIGATION TAX INCREMENT REmJNDING BONDS, SERIES 19938; 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 Section 1. Authorization and Sale. 1.01. Authorization. The Issuer has presently outstanding its General Obligation Tax Increment Bonds, Series 19868, initially dated as of August 1, 1986 (the 19868 Bonds), its General Obligation Tax Increment Bonds, Series 1986B, initially dated as of August 1, 1986 (the 1986B Bonds), its General Obligation Tax Increment Refunding Bonds, Series 1989, initially dated as of November 1, 1989 (the 1989 Bonds) and its General Obligation Tax Increment Bonds, Series 1990A, initially dated as of March 1, 1990 (the 1990 Bonds) (the 19868 Bonds, the 1986B Bonds, the 1989 Bonds and the 1990 Bonds are hereinafter collectively referred to as the Prior Bonds). adopted on April 5, 1993, authorized the sale of General Obligation Tax Increment Refunding Bonds, Series 1993A (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 (i) the 1986A Bonds maturing in the years 1996 through 2006 which aggregate $3,400,000 in principal amount, (ii) the 1986B Bonds maturing in the years 1996 through 2003, which aggregate $1,350,000 in principal amount, (iii) the 1989 Bonds maturing in the years 1997 through 2006, which aggregate $10,710,000 in principal amount and $355,000 of the 1989 Bonds maturing on January 1, 1996, and (iv) the 1990 Bonds maturing in the years 2002 through 2005 which aggregate $3,080,000 in principal amount (such portion of the Prior Bonds to be refunded is hereinafter called the Refunded Bonds). Said refunding constitutes a "crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13. independent financial advisors in connection with the sale of the Bonds. Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (91, 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 April 5, 1993 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 $19,384,200 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 $1,277,877.51 and a present value savings (using the yield on the Issuer), as follows: This Council, by a resolution 1.02. Sale of Bonds. The Issuer has retained Springsted Incorporated, as 1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the The good faith checks of 1.04. Savings. It is hereby determined that by issuance of the Bonds the 4\27/93 .. L 177 Bonds. computed in accordance with Section 148.of the Internal Revenue Code of 1986, as amended, as the discount factor) of approximately $944,442.97. 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. 1.05. Issuance of Bonds. All acts, conditions and things which are Section 2. Bond Terms: Repistration: Execution and Deliverv. 2.01. Issuance of Bonds. 1993, 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 Pavment. The Bonds shall be in the denomination of $5,000 each, or any integral multiple thereof, The Bonds shall be originally dated May 1, One Global Certificate representing of single maturities, below, and shall bear called for redemption years and amounts, as Year 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 shall mature on February 1 in the years and amounts stated interest from date of original issue until paid or duly at the respective annual rates set forth opposite such follows : Amount - Rate $1,635,000 4.25% 1,625,000 4.40 1,635,000 4.40 1,610,000 4.60 2,415,000 4.90 2,455,000 5.00 2,230,000 5.10 2,555,000 5.10 1,740,000 5.10 1,680,000 4.75 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 February 1, 1994, calculated on the basis of a 360 day year of twelve 30 day months. the 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 shal1,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. Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 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 2.03. Dates and Interest Pavment Dates. The Bonds shall bear interest Interest on any Global Certificate shall be paid as provided in Notice of the Special Record Date shall be given by the Bond 2.04. Form of Bond. The'Bonds shall be in the form of Global 4/27/93 8contain 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 February I, 2002, and on any date thereafter, to prepay Bonds due on or after February 1, 2003. Redemption may be in whole or in part of the Bonds subject to prepayment. in part, the City shall determine the maturity of the Bonds to be redeemed and the amount of such maturity to be redeemed. If a maturity is prepaid only in part, prepayments will be in increments of $5,000 of principal. prepayments shall be at a price of par plus accrued interest. 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. amount of Bonds to be called for redemption, the redemption date and the redemption price. with 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. 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 If redemption is All such Such request shall specify the principal Published notice of redemption shall in each case be given in accordance Notice of redemption shall be given by first class mail, for that Holder.- All notices of redemption shall state: The redemption date; 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). Issuer shall also give, or cause to be given notice of redemption of any Bond or Bonds or portions thereof at least two (2) days prior to the mailing of any notice of redemption to Holders of Bonds to all registered securities depositories then in the business of holding substantial amounts of obligations of the character of the Bonds such depositories now being The Depository Trust Company, of Garden City, New York; Midwest Securities Trust Company, of Chicago, Illinois; and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania; and to one or more information services of national recognition that disseminate redemption information, such as J.J. Kenney or Financial Card Services; provided that any defect in or failure to give any notice of redemption prescribed by this paragraph shall not affect the validity of the proceedings for the redemption of any Bond or portion thereof. 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. (d) the CUSIP numbers of the Bonds to be redeemed; (e) (f) In addition to the notice prescribed by the preceding paragraph, the I The Finance Director of the Issuer is appointed to A successor Bond Registrar shall be an officer of The Bond Registrar shall 4 12.7 / 9 3 - 179 - also serve as paying agent unless and until a successor paying agent is duly appointed. the Bonds in the manner set forth in the forms of Bond and Section 3. 2.07. Execution and Deliverv. The Bonds shall be executed on behalf of 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. other 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. 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. officers of 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. delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue. Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 2.09. Registration: Transfer: Exchange. The Issuer will cause to be kept 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. 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. 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. transfer 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. Principal and interest on the Bonds shall be paid to the Holders of In the event of disability or resignation or 2.08. Authentication: Date of Registration. No Bond shall be valid or The Bond Registrar shall authenticate the signatures of For purposes of The Certificate of All Bonds surrendered upon any exchange or transfer provided for in this Every Bond presented or surrendered for transfer or exchange shall be duly The Bond Registrar may require payment of a sum sufficient to cover any Transfers shall also be subject to reasonable regulations of the Issuer 2.10. Rights Upon Transfer or Exchange. Each Bond delivered upon 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 thts Resolution, as from time to time 4/27/93 'supplemented, other than payments, redemptions, and purchases, the Issuer may (but shall not be obligated to) treat as the Holder of a Bond the.beneficia1 owner of the Bond instead of the person in whose name the Bond is registered. For that purpose, 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. The Issuer and Bond Registrar may treat the person in whose name any 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. 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: The factand date of the execution by any person of any such writing (B) - 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. Descriution of the Global Certificates and Global. Book-Entry I Svstem. single Global Certificate for each maturity, deposited with the Depository by the Purchaser and immobilized as provided in Section 2.14. of interests in the Bonds will receive certificates representing their respective interests in the Bonds except as provided in Section 2.14. 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. Council a form of letter agreement between the Bond Registrar and the Depository. Such 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. 2.14. Immobilization of Global Certificates bv the Deuositorv: Successor Upon their original issuance the Bonds will be issued in the form of a No beneficial owners Except as The Depository's book entries of beneficial ownership interests are 2.13. Deuositorv Letter Agreement. There has been submitted to this I - 181 4/27/93 Pursuant to the request of the Purchaser to Depositorv 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. 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 Section. 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) 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 agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended, (iii) 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 (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 or its nominee will be the sole I To a Substitute Depository designated by and acceptable to the the Depository shall resign or discontinue its services for the 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. 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, 4/27/93 unless the Bond Registrar has signed the appropriate column of the panel. 182 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. RedemDtion-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 $19,387,043.50, and funds in the amount of $41,400 from Merrill Lynch Capital Services, Inc. (the Provider), pursuant to a Forward Purchase Agreement (the Forward Purchase Agreement), between the Provider and American National Bank and Trust Company, are irrevocably appropriated for the payment of all of the interest to become due on the Bonds to and including August I, 1995 and for payment of $424,644.17 of the interest to come due on the Bonds on February 1, 1996, $79,278.75 of the interest to come due on the Bonds on August 1, 1996, and $79,278.75 of the interest to come due on the Bonds on February 1, 1997, and for the payment of the principal amount of the Refunded Bonds on the following dates and amounts: Section 3. Use of Proceeds and Escrow Account. I Principal Amount Paid or Refunded Bonds Crossover Date Redeemed from Escrow Account 1986A Bonds February 1, 1996 $ 3,400,000 1986B Bonds February 1, 1996 1 , 350 , 000 1989 Bonds January 1, 1996 11,065,000 1990 Bonds February 1, 1997 3,080 , 000 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 American National Bank and Trust Company, in St. Paul, 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. 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, and to enter into a Purchase Instruction Agreement with the Provider in consideration for the amounts payable by the Provider under the Forward Purchase Agreement. $65,092.16 shall be applied to pay issuance expenses and $ -0- shall be deposited in the Sinking Fund created pursuant to Section 4 hereof. The Mayor and Manager are hereby Of the remaining proceeds of the Bonds, 4/27/93 183 Section 4. General ObliFation - Tax Increment Refunding: Bond Sinking Fund. The Bonds shall be payable from a separate Series 1993A 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: 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 which are to be applied to pay interest on the Bonds as provided in Section 3. (c) 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 pursuant to Section 5 to the Sinking Fund and all collections of any ad valorem taxes levied for the payment of the Bonds. (d) the Bonds. Section 5. Pledge of Tax Increment. Bonds maturing in the following years and amounts are being issued by the City to refund the 1986A Bonds maturing in the years 1996 through 2006 and the 1989 Bonds maturing in the years 1997 through 2006 and $355,000 of the principal amount of the 1989 Bonds maturing on January 1, 1996 (such portion of the Bonds is herein referred to as the Southeast Edina Redevelopment Area Bonds): (a) (b) Any other funds appropriated by the Council for the payment of Year Amount 1997 $1,458,029 1998 1,428,029 1999 1,423,281 2000 1,398,281 2001 1,471,174 2002 1,484,572 2003 1,463,266 2004 1,435,000 2005 1,730,000 2006 1,740,000 All of the interest to come due on the Southeast Edina Redevelopment Area Bonds to and including August 1, 1995, and $345,365.42 of the interest to come due on February 1, 1996, shall be paid from amounts in the escrow account established in Section 3. Bonds maturing in the following years and amounts are being issued by the City to refund the 1986B Bonds maturing in the years 1996 through 2003 (such portion of the Bonds is herein referred to as the Grandview Redevelopment Area Bonds ) : Year Amount 1997 $176,971 1998 176,971 1999 191,719 2000 191,719 2001 193,826 2002 225,428 2003 231,734 All of the interest to come due on the Grandview Redevelopment Area Bonds to and including February 1, 1996 shall be paid from amounts in the escrow account established in Section 3 hereof. Bonds maturing in the following years and amounts are being issued by the City to refund the 1990 Bonds maturing in the years 2002 through 2005 (such portion of the Bonds is herein referred to as the 50th and France Redevelopment Area Bonds): - Year Amount 1998 $ 20,000 4/27/93 184 1999 20,000 2000 20,000 2001 15,000 2002 705,000 2003 760,000 2004 795,000 2005 825,000 All of the interest to come due on the 50th and France Redevelopment Area Bonds to and including February 1, 1997 shall be paid from amounts in the escrow accounts established in Section 3 hereof. To pay the Southeast Edina Redevelopment Area Bonds, the Issuer hereby irrevocably pledges to the Sinking Fund tax increments derived from the tax increment financing districts of the Housing and Redevelopment Authority of Edina (the HRA), designated by Hennepin County as Nos. 1203 (Southeast Edina- Centennial Lakes) , 1201 (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 HRA to 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 Southeast Edina Redevelopment Area Bonds, other than interest on the Southeast Edina Redevelopment Area Bonds paid from receipts of principal and interest on investments held in-the escrow account established in Section 3, as provided in Section 3 and this Section 5. irrevocably pledges to the Sinking Fund tax increment derived from the tax increment financing district of the HRA designated by Hennepin County as No. 1202 (Grandview) which are received by the Issuer from the HRA to pay the Bonds. Such tax increment shall be deposited in the Sinking Fund in an amount sufficient to pay all principal of and interest on the Grandview Area Redevelopment Bonds, other than interest on the Grandview Redevelopment Area Bonds paid from receipts of principal and interest on investments held in the escrow account established in Section 3, as provided in Section 3 and this Section 5. To pay the 50th and France Redevelopment Area Bonds, the Issuer hereby irrevocably pledges to the Sinking Fund tax increment derived from the tax increment financing district of the HRA designated by Hennepin County as No. 1200 (50th and France) which are received by the Issuer from the HRA to pay the Bonds. sufficient to pay all principal of and interest on the 50th and France Redevelopment Bonds, other than interest on the 50th and France Redevelopment Area Bonds paid from receipts of principal and interest on investments held in the escrow account established in Section 3 as provided in Section 3, and this Section 5. Tax increment derived from tax increment financing districts identified above may only be applied to pay principal and interest on the portion of the Bonds to which such tax increment is pledged and may not be applied to pay any other portion of 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 Bonds for the payment of other obligations of the Issuer or HRA. Section 6. 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. 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. To pay the Grandview Redevelopment Area Bonds, the Issuer hereby Such tax increment shall be deposited in the Sinking Fund in an amount Pledge of Taxina Powers. It is, however, presently estimated that 4/27/93 c When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the registered owners of the Bonds shall cease. 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. 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. Section 8. 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 TranscriDt. 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. 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. cause to be filed with the Secretary of Treasury an information reporting statement in the form and at the time prescribed by 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 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 185 Section 7. Defeasance. The Issuer The Issuer may also discharge its obligations with Registration of Bonds. The Clerk is hereby authorized and Section 10. Tax Covenant. The Issuer will The Mayor and Manager, being the officers of the Issuer charged with the The Issuer 4/27/93 6exclusion of interest on the Bonds from gross income for federal income tax purposes. 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 Desknation of Qualified Tax-Exempt Oblieations. The Bonds shall not be designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. 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 14. Headings. 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 15. Official Statement. The Official Statement relating to the Bonds, dated April 13, 1993, 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 and 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 SO0 copies of the Official Statement and such supplement. 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. Section 16. RedemDtion of Prior Bonds. The Issuer hereby calls the following portions of the Prior Bonds for redemption and prepayment on the following dates: In furtherance of the foregoing, the Finance Director is hereby Section 13. Severability. I The Maturities Refunded Bonds Redemption Date to be Redeemed 1986A Bonds February 1, 1996 1996 - 2006 1986B Bonds February 1, 1996 1996 - 2003 1989 Bonds January 1, 1996 1997 - 2006 1990 Bonds February 1, 1997 2002 - 2005 The Finance Director shall cause notice of the redemption of such Prior Bonds to be given in the manner required by the resolutions authorizing the Prior Bonds. Adopted this 27th day of April, 1993. Mayor Attest: ?kL&%.lLL Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member Kelly and upon vote being taken thereon, the following voted in favor thereof: Ayes: Kelly, Rice, Smith, Mayor Richards Nays: None whereupon the resolution was declared duly passed and adopted. 4/27/93 EXHIBIT A [FORM OF GMBAL CERTIFICATE] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN 1.8 7 R-- $ GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1993A RATE DATE ORIGINAL ISSUE CUSIP INTEREST MATURITY DATE OF May 1, 1993 REGISTERED OWNER: PRINCIPAL AMOW: 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 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 February 1, 1994, 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. 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. 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 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"). 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. less than ten (10) days prior to the Special Record Date. 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. 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 This Bond will bear interest from the most Such notation, if made by the Holder, Any interest not so timely paid shall Notice of the Special Record Date shall be given to Bondholders not The principal of and Date of Pavment Not Business Day. If the date for payment of the 4/27/93 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. RedemDtion. All Bonds maturing on or after February 1, 2003, are subject to redemption and prepayment at the option of the Issuer on February I, 2002, and on any date thereafter, at a price of their principal amount plus accrued interest . If redemption is in part, the City shall determine the maturity of the Bonds to be redeemed; 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. Bonds or 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. Notice of RedemDtion. 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. identified, or any successor thereto) shall be the "Holder" as to Bonds registered in the name of the Depository or its nominee. 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. notice, the "CUSIP" numbers assigned to the Bonds shall be used. ReDlacement or Notation of Bonds after Partial RedemDtion. Upon a partial 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. amount of $19,580,000, 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 April 27, 1993 (the "Resolution"), to refund certain outstanding general obligation tax increment bonds of the Issuer. The Bonds are payable 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. 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. only as Global Certificates in the denomination of the entire principal amount of the series maturing on a single date. 188 Redemption may be in whole or in part of the Bonds subject to prepayment. For this purpose, the Depository (hereafter In the event any of In connection with any such I Issuance: Pumose. This Bond is one of an issue in the total principal In addition, for I Denominations: Exchange: Resolution. The Bonds are issuable originally Global Certificates are not 4/27/93 189 exchangeable 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. the Bond Registrar. Copies of the Resolution are on file in the principal office of Replacement Bonds may be issued by the Issuer: 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) 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. - upon a determination by the Issuer in its sole discretion that (1) 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 opp-osite the name of the payee in the certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery with an adsignment 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 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 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 Fees upon Transfer or Loss. The Issuer and Bond Registrar may treat Authentication. Not Oualified Tax-Exempt Oblirrations. 4/27/93 1.9 '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. IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council has 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 SIGNATURE OF 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 Registrar Signature of Signature of 4/27/93 191 \ 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 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 UTMA - as custodian for under the Uniform Transfers to Minors Act (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 the within Bond and does hereby irrevocably constitute and appoint transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. attorney to 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: 192 4/27/93 R- GENERA INTEREST RATE OBL EXHIBIT B [Form of Non-Global Bond] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA GATION TAX INCREMENT REFUNDING BOND, SER MATURITY DATE OF DATE ORIGINAL ISSUE May 1, 1993 ES 19938 CUSIP REGISTERED 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 February 1, 1994, 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. 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. 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. ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR Au 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; thatbin 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. This Bond will bear Notice of the Special Record Date shall be given to The REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH I 4/27/93 c 193 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: 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 (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. Redemption. All Bonds maturing on or after February 1, 2003, are subject to redemption and prepayment at the option of the Issuer on February 1, 2002, and on any date thereafter, at a price of their principal amount 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 maturity of Bonds to be redeemed; 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. 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. Bonds 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 In the event any of the Bonds are called for Selection of Bonds for Redemption. To effect a partial redemption of number, shall equal the principal amount of such Bonds to be redeemed. Bonds to be 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. 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 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 theprincipal of the Bond so surrendered. This Bond is one of an issue in the total principal amount of $19,580,000 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 of the Issuer on April 27, 1993 (the "Resolution"), to refund certain outstanding general obligation tax increment bonds of the Issuer. The Bonds are payable primarily from tax increments from tax increment financing districts established by thelssuer or the Housing and Redevelopment Authority of Edina which have been pledged to the payment of the Bonds by the Resolution. 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: 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 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 The 194 If a Bond is to be - Issuance: Pumose. In I Transfer. This Bond is transferable by the Holder in person or by the Fees uDon Transfer or Loss. The Issuer and Bond Registrar may treat Authentication. This Bond shall not be valid or become obligatory for any 4/27/93 hereon shall have been executed by the Bond Registrar. L 995 Not Oualified Tax-Exempt Obiinations. 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. 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 UTMA - as custodian for under the Uniform Transfers to Minors Act and not 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 the within unto Bond and does hereby irrevocably constitute and appoint transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. attorney to 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: MJOURNMWC unanimously for adjournment. Motion of Member Smith was seconded by Member Rice and carried The meeting was adjourned at 5:35 P.M. City Clerk